WW International’s Debt Refinancing

Simpson Thacher represented WW International in the transaction, while Cravath represented the initial purchasers.

WW International, Inc. (“WW”) executed its offering of $500 million aggregate principal amount of 4.5% Senior Secured Notes due 2029 and the related redemption related to its existing senior unsecured notes.

WW also replaced its existing senior secured term loan facility with a new senior secured term loan facility in an aggregate principal amount of $1 billion and replaced its existing senior secured revolving credit facility with a new $175 million senior secured revolving credit facility.

WW intends to use the net proceeds of the notes offering, together with borrowings under the new senior secured term loan facility and cash on hand, (i) to repay all amounts outstanding under its existing credit facilities and terminate such facilities, (ii) to redeem all of the $300 million aggregate principal amount of its outstanding 8.625% Senior Notes due 2025, (iii) to pay related fees and expenses and (iv) for general corporate purposes.

Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc. and SunTrust Robinson Humphrey, Inc. acted as initial purchasers.

WW is a global wellness company powered by Weight Watchers – the world’s leading commercial weight management program and an award-winning digital subscription platform.

The Simpson Thacher team advising WW included Kenneth Wallach (Picture), Lesley Peng, Evan Zuckerman and Elise Quinones (Capital Markets); Brian Steinhardt, Michael Brennan, Dorothy Hector and James Crisp (Credit); Jon Pall (Collateral); Pasco Struhs (Executive Compensation and Employee Benefits); Genevieve Dorment and Bobbie Burrows (Intellectual Property); and Jon Cantor and Suzy Yaster (Tax).

Cravath represented the initial purchasers with partners William V. Fogg and Michael E. Mariani and associates Emily C. Weiss and Alexandra J. Valicenti. Callum A.F. Sproule also worked on this matter.

Involved fees earner: William Fogg – Cravath Swaine & Moore; Michael Mariani – Cravath Swaine & Moore; Alexandra Valicenti – Cravath Swaine & Moore; Emily Weiss – Cravath Swaine & Moore; Michael Brennan – Simpson Thacher & Bartlett; Bobbie Burrows – Simpson Thacher & Bartlett; Jonathan Cantor – Simpson Thacher & Bartlett; James Crisp – Simpson Thacher & Bartlett; Genevieve Dorment – Simpson Thacher & Bartlett; Dorothy Hector – Simpson Thacher & Bartlett; Jonathan Pall – Simpson Thacher & Bartlett; Lesley Peng – Simpson Thacher & Bartlett; Elise Quinones – Simpson Thacher & Bartlett; Brian Steinhardt – Simpson Thacher & Bartlett; Pasco Struhs – Simpson Thacher & Bartlett; Kenneth Wallach – Simpson Thacher & Bartlett; Susan Yaster – Simpson Thacher & Bartlett; Evan Zuckerman – Simpson Thacher & Bartlett;

Law Firms: Cravath Swaine & Moore; Simpson Thacher & Bartlett;

Clients: Citigroup Global Markets Ltd; J.P. Morgan Securities LLC; KeyBanc Capital Markets; Merrill Lynch, Pierce, Fenner & Smith Incorporated; SunTrust Robinson Humphrey, Inc.; Weight Watchers International, Inc.;

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Author: Martina Bellini