| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth below in Item 8.01 is hereby incorporated by reference into this Item 2.03.
On January 31, 2025, WW International, Inc. (the “Company” or “we”) borrowed approximately $121.3 million under the senior secured revolving credit facility (the “Revolving Credit Facility”) pursuant to our credit agreement, dated April 13, 2021, as amended from time to time, among the Company, as borrower, the lenders party thereto, and Bank of America, N.A., as administrative agent and an issuing bank, which represents all of the remaining available amount under the Revolving Credit Facility.
As of January 31, 2025, following the funding of this borrowing, the aggregate principal amount of borrowings under the Revolving Credit Facility was $175.0 million, including approximately $3.7 million of undrawn letters of credit under the Revolving Credit Facility. The borrowings under the Revolving Credit Facility were incurred to provide financial flexibility and not to address near term liquidity requirements.
The material terms of the Revolving Credit Facility are described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facilities” of our Annual Report on Form 10-K for the fiscal year ended December 30, 2023, filed with the Securities and Exchange Commission (“SEC”) on February 28, 2024 and incorporated herein by reference.
We continue to actively evaluate our capital structure and intend to explore transactions to strengthen our balance sheet and increase our financial flexibility. We look forward to engaging with our lenders and bondholders in the coming months.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, any statements about our plans, strategies, objectives, initiatives, roadmap and prospects. We generally use the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “aim” and similar expressions in this Current Report on Form 8-K to identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things, the risks and uncertainties identified under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, as updated in the Company’s subsequent reports filed with the SEC. You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those identified herein, could cause our results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, we do not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of the filing of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events or otherwise.
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