Item 1.01 Entry into a Material Definitive Agreement.
On
A copy of the Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference. The foregoing description of the terms of the Amendment is qualified in its entirety by reference to the full text of the Amendment.
Item 7.01 Regulation FD Disclosure.
On
The information in Item 7.01 of this Current Report on Form 8-K, including the text of the press release attached as Exhibit 99.1, 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, including the text of the press release attached as Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended (the "Securities Act"), 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.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements," within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including, in particular, any statements about the Company's plans, strategies and prospects. The Company generally uses 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. The Company bases these forward-looking statements on its 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 impact of the global outbreak of the COVID-19 virus on the Company's business and on the business environment and markets in which the Company operates; competition from other weight management and wellness industry participants or the development of more effective or more favorably perceived weight management methods; the Company's ability to continue to develop new, innovative services and products and enhance its existing services and products or the failure of its services, products or brands to continue to appeal to the market, or the Company's ability to successfully expand into new channels of distribution or respond to consumer trends; the ability to successfully implement new strategic initiatives, including the Company's strategic digital transformation; the effectiveness of the Company's advertising and marketing programs, including the strength of its social media presence; the impact on the Company's reputation of actions taken by its franchisees, licensees, suppliers and other partners; the impact of the Company's substantial amount of debt, debt service obligations and debt covenants, and the Company's exposure to variable rate indebtedness; the ability to generate sufficient cash to service the Company's debt and satisfy its other liquidity requirements; uncertainties regarding the satisfactory operation of the Company's technology or systems; the impact of data security breaches or privacy concerns, including the costs of compliance with evolving privacy laws and regulations; the recognition of asset impairment charges; the loss of key personnel, strategic partners or consultants or failure to effectively manage and motivate the Company's workforce; the inability to renew certain of the Company's licenses, or the inability to do so on terms that are favorable to the Company; the expiration or early termination by the Company of leases; risks and uncertainties associated with the Company's international operations, including regulatory, economic, political, social, intellectual property and foreign currency risks; uncertainties related to a downturn in general economic conditions or consumer confidence; the Company's ability to successfully make acquisitions or enter into joint ventures, including its ability to successfully integrate, operate
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or realize the anticipated benefits of such businesses; the seasonal nature of
the Company's business; the impact of events that discourage or impede people
from gathering with others or accessing resources; the Company's ability to
enforce its intellectual property rights both domestically and internationally,
as well as the impact of its involvement in any claims related to intellectual
property rights; the outcomes of litigation or regulatory actions; the impact of
existing and future laws and regulations; the Company's failure to maintain
effective internal control over financial reporting; the possibility that the
interests of
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Description Exhibit 10.1 Incremental Amendment No. 1, dated as ofJune 14, 2020 , to the Credit Agreement, dated as ofNovember 29, 2017 , amongWW International, Inc. , the lenders from time to time party thereto,JPMorgan Chase Bank, N.A ., as the Administrative Agent and anIssuing Bank ,Bank of America, N.A ., as anIssuing Bank andCitibank, N.A ., as anIssuing Bank Exhibit 99.1 Press release datedJune 15, 2020 Exhibit 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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