Item 1.01 Entry into a Material Definitive Agreement.

General

On April 6, 2022 (the "Closing Date"), EWC Master Issuer LLC, a limited-purpose, bankruptcy remote, indirect subsidiary of the Company (the "Master Issuer"), completed its previously announced securitization transaction pursuant to which it issued $400 million in aggregate principal amount of Series 2022-1 5.50% Fixed Rate Senior Secured Notes, Class A-2 (the "Class A-2 Notes") in an offering exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). In connection with the issuance of the Class A-2 Notes, the Master Issuer also entered into (i) the Variable Funding Note Purchase Agreement (as defined below) that allows for the issuance of up to $40 million in Variable Funding Notes (as defined below), and certain letters of credit, none of which will be drawn as of the Closing Date, and (2) an advance funding facility with Bank of America, N.A. ("BofA") under the Advance Funding Facility Agreement attached to this Form 8-K as Exhibit 10.1, whereby BofA and any other advance funding provider thereunder will, in certain specified circumstances, make certain debt service advances and collateral protection advances (not to exceed $5 million in the aggregate) in connection with the transactions contemplated in the Base Indenture (as defined below). The Class A-2 Notes and the Variable Funding Notes are referred to collectively as the "Notes." The Notes were issued were issued in a securitization transaction pursuant to which substantially all of the Company's revenue-generating assets in the United States are held by the Master Issuer and certain other limited-purpose, bankruptcy remote, wholly-owned direct and indirect subsidiaries of the Master Issuer that act as Guarantors of the Notes and that have pledged substantially all of their assets to secure the Notes.

The Notes were issued under a Base Indenture dated as of the Closing Date (the "Base Indenture"), a copy of which is attached to this Form 8-K as Exhibit 4.1, and the related supplemental indenture dated as of the Closing Date (the "Series 2022-1 Supplement" and collectively with the Base Indenture, the "Indenture"), a copy of which is attached to this Form 8-K as Exhibit 4.2, each between the Master Issuer and Citibank, N.A., as trustee (in such capacity, the "Trustee") and securities intermediary. The Base Indenture will allow the Master Issuer to issue additional series of notes in the future subject to certain conditions.

Class A-1 Notes

In connection with the issuance of the Class A-2 Notes, the Master Issuer entered into a revolving financing facility consisting of Variable Funding Notes (the "Variable Funding Notes"), which allows for the issuance of up to $40 million of Variable Funding Notes and certain other credit instruments, including letters of credit, as of the Closing Date. While the Master Issuer does not anticipate drawing on the Variable Funding Notes as of the Closing Date, the Master Issuer expects to have approximately $5.6 million in an undrawn letter of credit issued under the Variable Funding Notes on the Closing Date. The Variable Funding Notes will allow for drawings on a revolving basis. Drawings and certain additional terms related to the Variable Funding Notes are governed by the Class A-1 Note Purchase Agreement dated as of the Closing Date (the "Variable Funding Note Purchase Agreement") among the Master Issuer, the Guarantors, the Manager, certain conduit investors, financial institutions and funding agents, and BofA, as provider of letters of credit and as administrative agent. The Variable Funding Note Purchase Agreement is attached to this Form 8-K as Exhibit 10.2. The Variable Funding Notes will be governed in part by the Variable Funding Note Purchase Agreement and by certain generally applicable terms contained in the Base Indenture, to be dated as of the Closing Date, as supplemented by the Series 2022-1 Supplement to be dated as of the Closing Date, among the Master Issuer and Citibank, N.A. as trustee and securities intermediary. Interest on the Variable Funding Notes will be payable at per annum rates based on term SOFR (plus a credit adjustment spread) or the lenders' commercial paper funding rate plus 212.5 basis points. There is a commitment fee on the unused portion of the Variable Funding Notes facility, equal to 50 basis points per annum. It is anticipated that the principal and interest on the Variable Funding Notes will be repaid in full on or prior to March 2025, subject to two additional one-year extensions at the option of the Manager. Following the anticipated repayment date (and any extensions thereof), additional interest will accrue on the Variable Funding Notes equal to 5.00% per annum.

Class A-2 Notes

While the Class A-2 Notes are outstanding, payments of principal and interest are required to be made on the Class A-2 Notes on a quarterly basis. The quarterly payments of principal on the Class A-2 Notes may be suspended in the event that the leverage ratio for the Company and its subsidiaries, including the securitization entities, is, in each case, less than or equal to 5.00x.

The legal final maturity date of the Class A-2 Notes is in March of 2052, but it is anticipated that, unless earlier prepaid to the extent permitted under the Indenture, the Class A-2 Notes will be repaid in March of 2027. If the Master Issuer has not repaid or refinanced the Class A-2 Notes prior to their respective anticipated repayment dates, additional interest will accrue on the Class A-2 Notes equal to the greater of (A) 5.00% per annum and (B) a per annum interest rate equal to the excess, if any, by which the sum of (i) the yield to maturity (adjusted to a quarterly bond equivalent basis) on such anticipated repayment date of the United States treasury Security having a term closest to . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

The descriptions in Item 1.01 are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

In connection with the completion of the securitization transaction and an update of the Company's financial outlook, the Company issued a press release on the Closing Date, which is included herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release attached as Exhibit 99.1 to this Current Report shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.



Exhibit
Number                                   Description
4.1         Base Indenture, dated April 6, 2022, among EWC Master Issuer LLC, as
          Master Issuer, and Citibank, N.A., as Trustee and Securities
          Intermediary.
4.2         Series 2022-1 Supplement, dated April 6, 2022, between EWC Master
          Issuer LLC, as Master Issuer of the Series 2022-1 fixed rate senior
          secured notes, Class A-2, and Series 2022-1 variable funding senior
          notes, Class A-1, and Citibank, N.A., as Trustee and Series 2022-1
          Securities Intermediary.
4.3         Guarantee and Collateral Agreement, dated April 6, 2022, made by EWC
          Holding Guarantor LLC, EWC Franchisor LLC and EWC Distributor LLC, each
          as a Guarantor, in favor of Citibank, N.A., as Trustee.
10.1        Advance Funding Facility Agreement, dated April 6, 2022, among BofA, as
          advance funding administrative agent, EWC Master Issuer LLC, EWC Holding
          Guarantor LLC, EWC Franchisor LLC, EWC Distributor LLC, EWC Ventures, LLC
          and each other advance funding provider party thereto.
10.2        Class A-1 VFN Note Purchase Agreement, dated April 6, 2022, among EWC
          Master Issuer LLC, as Master Issuer, EWC Holding Guarantor LLC, EWC
          Franchisor LLC and EWC Distributor LLC, each as Guarantor, EWC Ventures,
          LLC, as Manager, certain conduit investors and financial institutions and
          funding agents, and Bank of America, N.A., as provider of letters of
          credit, as administrative agent.
10.3        Management Agreement, dated April 6, 2022, among EWC Master Issuer LLC,
          EWC Holding Guarantor LLC, certain subsidiaries of EWC Master Issuer LLC
          party thereto, EWC Ventures, LLC, as Manager, and Citibank, N.A., as
          Trustee.
10.4        Parent Company Support Agreement, dated April 6, 2022, between European
          Wax Center, Inc. and Citibank, N.A., as Trustee.
99.1        Press release issued by European Wax Center, Inc. on April 6, 2022.
          Cover Page Interactive Data File (embedded within the Inline XBRL
104       document)



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