Emergence from Voluntary Reorganization under Chapter 11 |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Reorganizations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
| Emergence from Voluntary Reorganization under Chapter 11 | 2. Emergence from Voluntary Reorganization under Chapter 11 On May 6, 2025, the Petition Date, the Debtors commenced the Chapter 11 Cases under the Bankruptcy Code in the Court. Subsequently, on May 30, 2025, the Debtors filed with the Court the Plan and on June 17, 2025, the Court entered an order confirming the Plan (the “Confirmation Order”). On June 24, 2025, the Emergence Date, the Debtors emerged from the Chapter 11 Cases in accordance with the Plan. Plan of Reorganization On the Emergence Date, all conditions precedent to the effectiveness of the Plan were either satisfied or waived, and the Debtors emerged from the Chapter 11 Cases. In accordance with the Plan and effective as of the Emergence Date: • First Lien Claims. The then-outstanding (i) senior secured tranche B term loans maturing on April 13, 2028 (the “Prepetition Term Loan Facility”), (ii) senior secured revolving credit facility (which included borrowing capacity available for letters of credit) maturing on April 23, 2026 (the “Prepetition Revolving Credit Facility”), and (iii) senior secured notes maturing on April 15, 2029 (the “Prepetition Senior Secured Notes”) (collectively, the “First Lien Claims”) were each discharged and terminated. Each holder of a First Lien Claim received a pro rata interest in a new senior secured credit agreement, which provides for a five-year term loan in an aggregate principal amount of $465,000 maturing on June 24, 2030 (the “New Term Loan Facility”) as well as a pro rata share of 91% of the equity of the Successor (the “Successor Common Stock”), subject to dilution by the Management Incentive Plan (defined below). Refer to Note 8, Long-Term Debt, for additional information. • Cancellation of Prior Equity Interests. The then-outstanding equity interests of the Predecessor as of the Emergence Date were canceled. Holders of these equity interests received 9% of the Successor Common Stock, subject to dilution by the Management Incentive Plan (defined below) which was allocated, in accordance with the Plan, based on milestones set forth in the restructuring support agreement. • General Unsecured Claims. Holders of general unsecured claims received or will receive payment in full in cash, reimbursement, or such other treatment rendering such general unsecured claim unimpaired. The Company has materially completed its claims reconciliation process, and all unimpaired claims will be settled in the ordinary course. • Settlement of Claims and Fees. Administrative expense claims including professional fee claims, priority tax claims, restructuring expenses and fees payable to U.S. Trustee were or will be paid in full. • Management Incentive Plan. The Plan contemplates that, on or after the Emergence Date, WW International, Inc.’s Board of Directors (the “Board”) shall be authorized to adopt and institute a management incentive plan (the “Management Incentive Plan”), providing for the issuance of equity or equity-based awards equal to up to 10% of the shares of Successor common stock. On June 24, 2025, in accordance with the Plan, the Board approved the WW International, Inc. 2025 Stock Incentive Plan (the “2025 Plan”). The 2025 Plan authorizes (i) 1,000 shares of Successor common stock for use with respect to awards under the 2025 Plan, subject to adjustment as provided in the 2025 Plan, and (ii) awards in the form of option, stock appreciation rights, restricted stock, restricted stock units and other stock-based and cash awards (including performance-based awards) to eligible participants, which include employees, directors and other services providers of the Company. The 2025 Plan is administered by the Compensation and Benefits Committee of the Board and has a term of ten years from the date of approval by the Board. No stock-based awards were issued in the Successor Period. • Charter and Bylaws. Pursuant to the Plan, the Company amended and restated its articles of incorporation and bylaws, each of which became effective on the Emergence Date. • Board of Directors. Pursuant to the Plan, on the Emergence Date, Steven M. Altschuler, Tracey D. Brown, Denis F. Kelly, Thilo Semmelbauer and William H. Shrank ceased to be members of the Board, and four new directors were appointed: Eugene I. Davis, J. Carney Hawkes, Michael Mason, and Nikolaj Sjoqvist. Tara Comonte and Julie Bornstein continued as directors. Reorganization Items, net Any expenses, losses and gains incurred or realized as of or subsequent to the Petition Date through the Emergence Date and as a direct result of the Chapter 11 Cases are recorded within reorganization items, net on the Company’s unaudited consolidated statements of operations. For the Current Predecessor Period, the Company recorded a reorganization gain of $1,143,918 which consisted of the following items:
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