Item 1.01 Entry into a Material Definitive Agreement.
General
On
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
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
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
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
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description 4.1 Base Indenture, datedApril 6, 2022 , amongEWC Master Issuer LLC , as Master Issuer, andCitibank, N.A ., asTrustee and Securities Intermediary. 4.2 Series 2022-1 Supplement, datedApril 6, 2022 , between EWC MasterIssuer 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, andCitibank, N.A ., as Trustee and Series 2022-1 Securities Intermediary. 4.3 Guarantee and Collateral Agreement, datedApril 6, 2022 , made by EWCHolding Guarantor LLC ,EWC Franchisor LLC andEWC Distributor LLC , each as a Guarantor, in favor ofCitibank, N.A ., as Trustee. 10.1 Advance Funding Facility Agreement, datedApril 6, 2022 , amongBofA , 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, datedApril 6, 2022 , among EWCMaster Issuer LLC , asMaster Issuer, EWC Holding Guarantor LLC, EWC Franchisor LLC andEWC Distributor LLC , each as Guarantor,EWC Ventures, LLC , as Manager, certain conduit investors and financial institutions and funding agents, andBank of America, N.A ., as provider of letters of credit, as administrative agent. 10.3 Management Agreement, datedApril 6, 2022 , amongEWC Master Issuer LLC ,EWC Holding Guarantor LLC , certain subsidiaries ofEWC Master Issuer LLC party thereto,EWC Ventures, LLC , as Manager, andCitibank, N.A ., as Trustee. 10.4 Parent Company Support Agreement, datedApril 6, 2022 , betweenEuropean Wax Center, Inc. andCitibank, N.A ., as Trustee. 99.1 Press release issued byEuropean Wax Center, Inc. onApril 6, 2022 . Cover Page Interactive Data File (embedded within the Inline XBRL 104 document) 3
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