Exhibit 1.1
EWC Master Issuer LLC
Series 2022-1 5.50% Fixed Rate Senior Secured Notes, Class A-2
PURCHASE AGREEMENT
March 28, 2022
Guggenheim Securities, LLC
as Representative of the several
Initial Purchasers named in Schedule I attached hereto
c/o Guggenheim Securities, LLC
330 Madison Avenue
New York, New York 10017
Ladies and Gentlemen:
EWC Master Issuer LLC, a special-purpose Delaware limited liability company (the “Master Issuer”) and an indirect, wholly-owned subsidiary of EWC Ventures, LLC, a Delaware limited liability company (the “Manager”), proposes, upon the terms and conditions stated herein, to issue and sell to the Initial Purchasers named in Schedule I hereto (the “Initial Purchasers”), one series of senior secured notes, the Series 2022-1 5.50% Fixed Rate Senior Secured Notes, Class A-2 Notes (the “Series 2022-1 Class A-2 Notes” or the “Offered Notes”) in an aggregate principal amount of $400,000,000.
The Offered Notes (i) will have terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) and (ii) are to be issued pursuant to a Base Indenture (the “Base Indenture”), and a series supplement thereto (the “Series 2022-1 Supplement” and, together with the Base Indenture, the “Indenture”), each to be dated April 6, 2022, entered into between the Master Issuer and Citibank, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as securities intermediary. The Master Issuer’s obligations under the Offered Notes will be jointly and severally irrevocably and unconditionally guaranteed (the “Guarantees”) by EWC Holding Guarantor LLC, a limited-purpose Delaware limited liability company (“Holding Company Guarantor”), EWC Franchisor LLC, a limited-purpose Delaware limited liability company (the “Franchisor”) and EWC Distributor LLC, a limited-purpose Delaware limited liability company (the “Distributor” and, together with the Holding Company Guarantor and the Franchisor the “Guarantors” and each a “Guarantor” and, together with the Master Issuer, the “Securitization Entities”), pursuant to a Guarantee and Collateral Agreement, to be dated April 6, 2022, among the Guarantors and the Trustee (the “Guarantee and Collateral Agreement”). On the Closing Date, certain Contributed Assets will be distributed and/or contributed, through a series of distributions and/or contributions as described below and in the Pricing Disclosure Package and the Final Offering Memorandum (as defined below) to the
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Securitization Entities (collectively, the “Distribution and Contribution Transactions”) pursuant to the distribution agreements entered into on the Closing Date (the “Distribution Agreements”) and the contribution agreements entered into on the Closing Date (the “Contribution Agreements”). This Agreement is to confirm the agreement concerning the purchase of the Offered Notes from the Master Issuer by Guggenheim Securities, LLC, acting as representative (the “Representative”) of the several Initial Purchasers.
On the Closing Date, (i) the Securitization Entities, the Manager and the Trustee will enter into a Management Agreement, pursuant to which the Manager will manage the assets and business of the Securitization Entities (the “Management Agreement”), (ii) the Securitization Entities, the Manager, Drivetrain Agency Services, LLC, as control party (the “Control Party”), and the Trustee will enter into a Control Party Agreement, pursuant to which the Control Party will act with respect to waivers, amendments and consents and other actions under the Related Documents (the “Control Party Agreement”), (iii) the Securitization Entities, the Manager, the Control Party, FTI Consulting, Inc., as back-up manager (the “Back-Up Manager”), and the Trustee will enter into a Back-Up Management and Consulting Agreement (the “Back-Up Management Agreement”), pursuant to which the Back-Up Manager will provide certain consulting and back-up management services to the Securitization Entities, the Control Party and the Trustee for the benefit of the Secured Parties and (iv) the Guarantors and the Trustee will enter into the Guarantee and Collateral Agreement.
For purposes of this Agreement, (i) “Parent Companies” shall mean, collectively, European Wax Center, Inc., a Delaware corporation (“Holdco”) and the Manager and (ii) “EWC Parties” shall mean, collectively, the Parent Companies, the Securitization Entities, EWC P&T, LLC, a Florida limited liability company, EWC Franchise, LLC, a Florida limited liability company, EWC Franchise Distribution, LLC, a Florida limited liability company, and EW Holdco, LLC, a Delaware limited liability company (“EW Holdco”) (each of the EWC Parties, individually, an “EWC Party”).
For purposes of this Agreement, capitalized terms used but not defined herein shall have the meanings given to such terms in the “Certain Definitions” section of the Pricing Disclosure Package (as defined below).
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All references in this Agreement to the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Final Offering Memorandum include, unless expressly stated otherwise, all documents, financial statements and schedules and other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Final Offering Memorandum shall be deemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein, to the extent such information has not been superseded or modified by other information contained, incorporated by reference or deemed incorporated by reference therein). All documents filed (but not furnished to the Initial Purchasers, unless such furnished document is expressly incorporated by reference in the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Final Offering Memorandum, as the case may be) with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and so deemed to be included in the Preliminary Offering Memorandum, Pricing Disclosure Package or the Final Offering Memorandum, as the case may be, or any amendment or supplement thereto are hereinafter referred to herein as the “Exchange Act Reports.”
It is understood and acknowledged that upon original issuance thereof, the Offered Notes (and all securities issued in exchange therefor or in substitution thereof) will bear legends substantially in the forms as set forth in the “Transfer Restrictions” section of the Pricing Disclosure Package and the Final Offering Memorandum (along with such other legends as the Master Issuer and their counsel deem necessary).
You have advised the Master Issuer that the Initial Purchasers intend to offer and resell (the “Exempt Resales”) the Offered Notes purchased by the Initial Purchasers hereunder on the terms set forth in each of the Pricing Disclosure Package and the Final Offering Memorandum, as amended or supplemented, solely (a) to persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the 1933 Act (“Rule 144A”) and (b) outside of the United States, to persons who are not U.S. Persons (such persons, “Non-U.S. Persons”) as defined in Regulation S under the 1933 Act (“Regulation S”) in offshore transactions in reliance on Regulation S, in each case who have not been identified in writing by an EWC Party to Guggenheim Securities, LLC as either (x) competitors or (y) Tax-Restricted Affiliates (as defined in the Pricing Disclosure Package and the Final Offering Memorandum). As used in the preceding sentence, the terms “offshore transaction” and “United States” have the meanings assigned to them in Regulation S. Those persons specified in clauses (a) and (b) above are referred to herein as “Eligible Purchasers.”
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Any certificate signed by any officer of any EWC Party and delivered to the Representative or counsel for the Representative or any EWC Party in connection with the offering of the Offered Notes shall be deemed a representation and warranty by such EWC Party, as to matters covered thereby, to the Initial Purchasers, and not a representation or warranty by the individual (other than in his or her official capacity).
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Each of the Initial Purchasers understands that the Master Issuer and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 7(d), 7(j) and 7(k) hereof, counsel to the Master Issuer and counsel to the Initial Purchasers, will assume the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.
The Offered Notes will be delivered to the accounts of the Representative, or the Trustee as custodian for The Depository Trust Company (“DTC”), against payment by or on behalf of the Representative of the purchase price therefor by wire transfer in immediately available funds, by causing DTC to credit the Offered Notes to the account of the Representative at DTC. The Offered Notes will be evidenced by one or more global securities with respect to each series in definitive form and will be registered in the name of Cede & Co. as nominee of DTC. The Offered Notes to be delivered to the Representative shall be made available to the Initial Purchasers in New York City for inspection and packaging not later than 10:00 A.M., New York City time, on the Business Day next preceding the Closing Date.
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All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Representative.
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Each of the EWC Parties hereby agrees, jointly and severally, to indemnify and hold harmless each Initial Purchaser Indemnified Party, against any and all losses, liabilities, claims, damages and expenses whatsoever as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable and documented expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any website maintained in compliance with Rule 17g-5 under the 1934 Act by or on behalf of any EWC Party in connection with the marketing of the offering of the Offered Notes.
Except as otherwise provided in Section 8(c), each of the EWC Parties agrees that it shall, jointly and severally, reimburse each Indemnified Party promptly upon demand for any
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documented legal or other expenses reasonably incurred by that Initial Purchaser Indemnified Party in connection with investigating or defending or preparing to defend against any losses, liabilities, claims, damages or expenses for which indemnity is being provided pursuant to this Section 8(a) as such expenses are incurred.
The foregoing indemnity agreement will be in addition to any liability which the EWC Parties may otherwise have, including but not limited to other liability under this Agreement.
The foregoing indemnity agreement will be in addition to any liability which the Initial Purchasers may otherwise have, including but not limited to other liability under this Agreement.
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Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof.
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Each of the EWC Parties and each of the Initial Purchasers agree that any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in The City of New York and County of New York, and waives any objection that such party may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any suit, action or proceeding.
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For purposes of this Section 25, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and
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interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
If the foregoing correctly sets forth the agreement among the Master Issuer, the Manager, the Parent Companies, the Guarantors and the Initial Purchasers, please indicate your acceptance in the space provided for that purpose below.
EWC MASTER ISSUER LLC
By: /s/ Gavin O’Connor
Name: Gavin O’Connor
Title: Chief Legal Officer
EWC VENTURES, LLC
By: /s/ Gavin O’Connor
Name: Gavin O’Connor
Title: Chief Legal Officer
EUROPEAN WAX CENTER, INC.
By: /s/ Gavin O’Connor
Name: Gavin O’Connor
Title: Chief Legal Officer
EWC HOLDING GUARANTOR LLC
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By: /s/ Gavin O’Connor
Name: Gavin O’Connor
Title: Chief Legal Officer
EWC FRANCHISOR LLC
By: /s/ Gavin O’Connor
Name: Gavin O’Connor
Title: Chief Legal Officer
EWC DISTRIBUTOR LLC
By: /s/ Gavin O’Connor
Name: Gavin O’Connor
Title: Chief Legal Officer
EWC P&T, LLC
By: /s/ Gavin O’Connor
Name: Gavin O’Connor
Title: Chief Legal Officer
EWC FRANCHISE, LLC
By: /s/ Gavin O’Connor
Name: Gavin O’Connor
Title: Chief Legal Officer
EWC FRANCHISE DISTRIBUTION, LLC
By: /s/ Gavin O’Connor
Name: Gavin O’Connor
Title: Chief Legal Officer
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EW HOLDCO, LLC
By: /s/ Gavin O’Connor
Name: Gavin O’Connor
Title: Chief Legal Officer
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Accepted:
GUGGENHEIM SECURITIES, LLC
By_/s/ Cory Wishengrad________________
Name: Cory Wishengrad
Title: Senior Managing Director
Acting on behalf of itself and as Representative of the several Initial Purchasers
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SCHEDULE I | |
| Principal |
| Amount of |
| Series 2022-1 Class A-2 Notes |
| to be |
Initial Purchasers | Purchased |
Guggenheim Securities, LLC | $260,000,000.00 |
BofA Securities, Inc. | $100,000,000.00 |
Truist Securities, Inc. | $40,000,000.00 |
Total | $400,000,000.00 |
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SCHEDULE II
PRICING TERM SHEET
EWC MASTER ISSUER LLC
Master Issuer
Pricing Supplement dated March 28, 2022
to the Preliminary Offering Memorandum dated March 25, 2022
$400,000,000 Series 2022-1 5.50% Fixed Rate Senior Secured Notes, Class A-2
Gross Proceeds to the Master Issuer: |
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Class A-2 | $400,000,000 |
Price to Investors: |
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Class A-2 | 96.08189% |
Interest Rate: |
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Class A-2 | 5.50% per annum |
Rating (KBRA): | “BBB” |
Trade Date: | March 28, 2022 |
Closing Date: | April 6, 2022 (T+7) |
Initial Purchasers: | Guggenheim Securities, LLC; BofA Securities, Inc.; and Truist Securities, Inc. |
Anticipated Repayment Date: |
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Class A-2 | Quarterly Payment Date occurring in March 2027 |
Series 2022-1 Legal Final Maturity Date: | Quarterly Payment Date occurring in March 2052
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First Quarterly Payment Date: | September 15, 2022 |
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First Interest Accrual Period: | The initial Interest Accrual Period for the Offered Notes will be the period from and including the Closing Date to, but excluding, the Quarterly Payment Date in September 2022, which, for the avoidance of doubt, will be 159 days, as calculated on the basis of a 360-day year of twelve 30-day months. The interest accrual period for the Series 2022-1 Class A-1 Notes may differ from the Interest Accrual Period for the Series 2022-1 Class A-2 Notes. |
Series 2022-1 Class A-2 Quarterly Post-ARD Contingent Interest: | A per annum rate equal to the rate determined by the Manager to be the greater of (i) 5.00% per annum and (ii) a rate equal to the amount, if any, by which (a) the sum of (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on the Series 2022-1 Anticipated Repayment Date of the United States Treasury Security having a term closest to ten (10) years, plus (y) 5.00%, plus (z) 3.87%, exceeds (b) the Offered Notes Rate from and after the Series 2022-1 Anticipated Repayment Date. |
Use of Proceeds: | The Master Issuer estimates that the net proceeds of the issuance of the Offered Notes, after deducting Transaction Expenses and OID, will be approximately $374 million. |
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| The Master Issuer intends to distribute approximately $180.0 million of the net proceeds to the Holding Company Guarantor and thereafter to EW Holdco, LLC on the Closing Date to repay in full or to fund a deposit for the repayment in full of all outstanding indebtedness of the Non-Securitization Entities under the Senior Secured Term Loan and to terminate all commitments thereunder. Any additional net proceeds may be applied by the Master Issuer to (i) prefund all or a portion of the Senior Notes Quarterly Interest Amount and the Offered Notes Quarterly Scheduled Principal Amount that will be payable on the Quarterly Payment Date in September 2022, (ii) make a contribution to the Distributor to fund the Distributor Working Capital Reserve Amount, (iii) make a contribution to one or more Securitization Entity(ies) to fund the Concentration Reserve Amount, and/or (iv) make a distribution, indirectly through the Holding Company Guarantor and each intermediate parent Non-Securitization Entity, to EWC Ventures, LLC to pay certain transaction-related expenses and for general corporate purposes, which is expected to include a one-time special dividend to EWC Ventures, LLC’s and Holdco’s equityholders. |
Initial Senior Notes Interest Reserve Amount: | On the Closing Date, the Master Issuer will be required to deposit a portion of the net proceeds of the offering and sale of the Offered Notes, in an amount equal to approximately $5.6 million, into the Senior Notes Interest Reserve Account and/or arrange for the issuance of an Interest Reserve Letter of Credit for such amount. |
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Series 2022-1 Class A-1 Notes Renewal Date: | The following revisions in red ink and blue ink are hereby made to pages 57 and 58 of the Preliminary Offering Memorandum under the heading “Summary of the Offering—Class A-1 Notes—Series 2022-1 Class A-1 Notes Renewal Date” and the Preliminary Offering Memorandum is hereby amended as follows: With respect to the Series 2022-1 Class A-1 Notes, the “Series 2022-1 Class A-1 Notes Renewal Date XE "Series 2022-1 Class A-1 Notes Renewal Date" ” will is expected to be the Quarterly Payment Date occurring in March 2027, or an earlier Quarterly Payment Date with an option to extend the date to an aggregate 5-year tenorwhich may be extended for two one-year periods, subject to the satisfaction of certain conditions precedent, in each case without the consent of the Trustee, the Control Party or the applicable Class A-1 Administrative Agent. |
| The following revisions in red ink and blue ink are hereby made to page 245 of the Preliminary Offering Memorandum under the heading “Description of the Series 2022-1 Class A-1 Notes” and the Preliminary Offering Memorandum is hereby amended as follows: The “Series 2022-1 Class A-1 Notes Renewal Date XE "Series 2022-1 Class A-1 Notes Renewal Date" ” meansis expected to be the Quarterly Payment Date in March 2027 or an earlier Quarterly Payment Date with an option to extend the date to an aggregate 5-year tenor (which date may be extended for two one-year periods upon such date).
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Rule 144A CUSIP/ISIN Numbers: |
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Class A-2 | 26929HAB1 / US26929HAB15 |
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Reg S CUSIP/ISIN Numbers: |
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Class A-2 | U2993DAB9 / USU2993DAB92 |
Distribution: | Rule 144A and Reg S Compliant |
This Pricing Supplement (this “Pricing Supplement”) is qualified in its entirety by reference to the Preliminary Offering Memorandum, dated March 25, 2022 of EWC Master Issuer LLC(the “Preliminary Offering Memorandum”). The information in this Pricing Supplement supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary Offering Memorandum. Capitalized terms used herein and not defined herein have the meanings assigned in the Preliminary Offering Memorandum.
THE OFFERED NOTES ARE SOLELY THE OBLIGATION OF THE MASTER ISSUER (GUARANTEED BY THE GUARANTORS). THE OFFERED NOTES DO NOT REPRESENT OBLIGATIONS OF THE MANAGER OR ANY OF ITS AFFILIATES (OTHER THAN THE MASTER ISSUER AND THE GUARANTORS), OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, EMPLOYEES, REPRESENTATIVES OR AGENTS. THE OFFERED NOTES ARE NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY. THE OFFERED NOTES REPRESENT A NON-RECOURSE OBLIGATION OF THE MASTER ISSUER (GUARANTEED BY THE GUARANTORS) AND ARE PAYABLE SOLELY FROM THE ASSETS OF THE MASTER ISSUER AND THE GUARANTORS, AND PROSPECTIVE INVESTORS SHOULD MAKE AN INVESTMENT DECISION BASED UPON AN ANALYSIS OF THE SUFFICIENCY OF THE ASSETS.
THE ISSUANCE AND SALE OF THE OFFERED NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS, AND NO NOTEHOLDER WILL HAVE THE RIGHT TO REQUIRE SUCH REGISTRATION. THE OFFERED NOTES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN RULE 902 UNDER THE 1933 ACT) UNLESS THE OFFERED NOTES ARE REGISTERED UNDER THE 1933 ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS IS AVAILABLE. THE OFFERED NOTES ARE BEING SOLD ONLY TO (I) PERSONS WHO ARE NOT COMPETITORS OR TAX-RESTRICTED AFFILIATES AND WHO ARE “QUALIFIED INSTITUTIONAL BUYERS” UNDER RULE 144A UNDER THE 1933 ACT, (II) PERSONS WHO ARE NOT COMPETITORS OR TAX-RESTRICTED AFFILIATES AND WHO ARE NOT “U.S. PERSONS” IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE 1933 ACT OR (III) THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER. BECAUSE THE NOTES ARE NOT REGISTERED, THEY ARE SUBJECT TO CERTAIN RESTRICTIONS ON RESALE DESCRIBED UNDER “TRANSFER RESTRICTIONS” IN THE PRELIMINARY OFFERING MEMORANDUM.
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SCHEDULE III
A. Preliminary Offering Memorandum, dated March 17, 2022 setting forth information regarding the EWC Parties and the Offered Notes.
B. Additional Materials provided to Investors in connection with the Preliminary Offering Memorandum:
1. Model runs and the inputs and outputs thereto and thereof provided to prospective investors with respect to the Preliminary Offering Memorandum (the final runs, the “Investor Model Runs”), which Investor Model Runs have been subject to the procedures set forth in the Initial AUP Letter, based on the Excel files titled:
2. Responses to questions from prospective investors.
None.
C. Investor Presentation.
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SCHEDULE IV
EUROPEAN WAX CENTER, INC.
OFFICER CERTIFICATE
I, David L. Willis, in my capacity as Chief Financial Officer of European Wax Center, Inc. and each of the other EWC Parties, pursuant to Section 7(w) of that certain Purchase Agreement, dated as of March 28, 2022 (the “Purchase Agreement”), by and among the EWC Parties (as defined therein) and Guggenheim Securities, LLC, as Representative of the several Initial Purchasers named in Schedule I of the Purchase Agreement (the “Representative”), hereby certify the following:
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Capitalized terms used and not defined herein have the meanings ascribed to them in the Purchase Agreement and the Preliminary Offering Memorandum, as applicable.
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EXHIBIT 1
Investor Presentation, dated March 2022
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EXHIBIT 2-A
[On File with the Master Issuer]
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EXHIBIT 2-B
[On File with the Master Issuer]
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EXHIBIT 2-C
[On File with the Master Issuer]
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EXHIBIT 2-D
[On File with the Master Issuer]
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EXHIBIT 2-E
[On File with the Master Issuer]
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EXHIBIT 2-F
[On File with the Master Issuer]
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EXHIBIT 2-G
[On File with the Master Issuer]
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EXHIBIT 2-H
[On File with the Master Issuer]
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