v3.26.1
Subsequent Events
3 Months Ended
Apr. 04, 2026
Subsequent Events [Abstract]  
Subsequent Events

13. Subsequent events

 

On May 8, 2026, the Company completed its mergers pursuant to the Merger Agreement. At the effective time, each outstanding share of Class A common stock and each EWC Ventures unit was converted into the right to receive $5.80 in cash, while each share of Class B common stock was converted into the right to receive $0.00001 in cash.

 

Outstanding equity awards were treated as follows:

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Vested Awards: Vested stock options were cancelled and converted into the right to receive a cash payment equal to the "spread" between $5.80 and the exercise price. Vested restricted stock units (RSUs) were converted into the right to receive $5.80 per share in cash. Options with an exercise price equal to or greater than $5.80 were cancelled for no consideration.
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Unvested Awards: Unvested stock options, RSUs, and restricted stock awards were converted into contingent cash awards. These remain subject to the holder’s continued service and the original vesting schedules and conditions (including "double trigger" protection, where applicable). Unvested options with an exercise price equal to or greater than $5.80 were cancelled for no consideration.

For additional information on the mergers, see Note 1 - Nature of business and organization.
 

Concurrently with the closing of the Mergers, the Master Issuer and EWC Sub Issuer LLC, a limited purpose, indirect subsidiary of the Company, (the “Subnote Issuer”), entered into the Amended and Restated Base Indenture, dated as of May 8, 2026 (the “Base Indenture”), with Citibank, N.A., a national banking association, as trustee (in such capacity, the “Trustee”), and as the securities intermediary, and (ii) the Series 2026-1 Supplement to the Amended and Restated Base Indenture, dated as of May 8, 2026, between the Master Issuer, the Subnote Issuer and the Trustee (the “Series Supplement” and together with the Base Indenture and any other supplement thereto, the “Indenture”), in connection with the issuance of by the Master Issuer of (a) $460,000 aggregate principal amount of the Series 2026-1 6.4% Fixed Rate Senior Secured Notes, Class A-2 and (b) up to $40,000 aggregate principal amount of the Series 2026-1 Variable Funding Senior Secured Notes, Class A-1. The proceeds of the Term Loan Facility, together with equity financing and available cash on hand of the Company and its subsidiaries, were used to fund the aggregate Merger Consideration and to pay fees and expenses incurred in connection with the Mergers and the related transactions. The Indenture is fully and unconditionally guaranteed by the direct parent of the Subnote Issuer as well as the subsidiaries of the Master Issuer (collectively, the “Securitization Entities”), and is secured on a first-priority basis by perfected first-priority liens on substantially all assets of the Securitization Entities (subject to certain exclusions and exceptions). The Indenture includes representations and warranties, covenants, events of default and other provisions that are customary for facilities of this type.

 

In addition, the Master Issuer prepaid in full all outstanding Class A-2 Notes. The aggregate prepayment amount was approximately $388,100, consisting of $385,000 in outstanding principal amount plus approximately $3,100 in accrued and unpaid interest. No make-whole prepayment premium or other early termination penalty was payable in connection with the prepayment. The prepayment was funded with the net proceeds from the issuance of the Series 2026-1 Class A-2 Notes issued under an Amended and Restated Base Indenture.