Exhibit 99.1
For more information, contact:
Investors:
Corey Kinger
VP Investor Relations
corey.kinger@ww.com
Media:
Nicole Penn
VP Corporate Communications
nicole.penn@ww.com
WW International Announces Pricing of
$500 Million of its 4.500% Senior Secured Notes Due 2029
NEW YORK (April 1, 2021) — WW International, Inc. (NASDAQ: WW) (the “Company”) announced today that it has priced $500.0 million in aggregate principal amount of its 4.500% senior secured notes due 2029 (the “Notes”) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The sale of the Notes is expected to close on April 13, 2021, subject to the substantially concurrent completion of the other elements of the Refinancing (as defined below) and other closing conditions. The Notes will be the senior secured obligations of the Company and will initially be guaranteed by the Company’s subsidiaries that will also guarantee its proposed new senior secured credit facilities.
The Company intends to use the net proceeds of the offering of the Notes, together with $1,000 million of expected new term loan facility borrowings from the proposed new $1,175 million senior secured credit facilities and cash on hand, (i) to repay all amounts outstanding under the Company’s existing credit facilities and terminate such facilities, (ii) to redeem all of the $300 million aggregate principal amount of the Company’s outstanding 8.625% Senior Notes due 2025 (the “2025 Notes”), (iii) to pay related fees and expenses and (iv) for general corporate purposes (together with the refinancing of the existing revolving credit facility, the “Refinancing”). This press release shall not constitute a notice of redemption for the 2025 Notes.
The Notes and related guarantees are being offered in a private placement, solely to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act or outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. The Notes and related guarantees have not been, and may not be, registered under the Securities Act or the securities laws of any other jurisdiction and may 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 press release shall not constitute an offer to sell or the solicitation of an offer to buy any Notes, nor shall there be any offer, solicitation or sales of the 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 press release is being issued pursuant to, and in accordance with, Rule 135c under the Securities Act.