SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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|Item 7.01.|| |
Regulation FD Disclosure.
On March 24, 2021, WW International, Inc. (the “Company”) announced that it expects to launch a refinancing of its approximately $1.5 billion of long-term debt obligations, likely through a combination of a secured credit facility and the issuance of secured notes. The Company expects that the quantum of the Company’s long-term debt obligations immediately following the refinancing will be materially consistent with the Company’s long-term debt obligations immediately prior to the refinancing.
The secured notes and related guarantees would be offered in a private placement, solely to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. The secured notes and related guarantees have not been, and would not be, registered under the Securities Act or the securities laws of any other jurisdiction and would not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign security laws.
This information shall not constitute an offer to sell or the solicitation of an offer to buy any secured notes, nor shall there be any offer, solicitation or sales of the secured notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This information is being issued pursuant to, and in accordance with, Rule 135c under the Securities Act.
The information contained in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this report that is provided in connection with Regulation FD.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|WW INTERNATIONAL, INC.|
|DATED: March 24, 2021||By:|
|Title:||Chief Financial Officer|