Weight Watchers (WTW) Completes $1.45B of Facilities; Amends 'Dutch Auction'; Four Execs to Tender Shares in Offer
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Weight Watchers International, Inc. (NYSE: WTW) has completed an amendment to its existing credit facilities to increase its borrowing capacity up to an additional $1.45 billion to finance the share purchases in its pending tender offer and the previously announced related share repurchase from Artal Sp. z o.o., Succursale de Luxembourg, the Company's majority shareholder. The Company also obtained an extension of the maturities of its revolving credit facility and a portion of its previously existing term loan facility in connection with the credit facilities amendment. The Company will be filing an amendment to its previously announced "modified Dutch auction" tender offer for up to $720.0 million in value of its common stock, at a price not less than $72.00 per share and not greater than $83.00 per share, to provide additional details regarding the completion of the amendment to its credit facilities in the tender offer materials.
Additionally, in connection with the tender offer amendment, the Company is reporting that four executive officers of the Company have indicated they expect to tender shares in the tender offer. Mr. David P. Kirchhoff, President and Chief Executive Officer and a director of the Company, Mr. Jeffrey A. Fiarman, Executive Vice President, General Counsel and Secretary, and Ms. Melanie Stubbing, President, Europe, have each advised the Company of their intent to tender shares of common stock underlying stock options that represent up to 25% of their share holdings (including shares underlying vested options). In addition, Ms. Ann M. Sardini, who as previously announced will retire as Chief Financial Officer effective as of March 30, 2012, has advised the Company of her intent to tender up to 100% of her current holdings of shares (including shares underlying vested options) in the tender offer.
The tender offer remains scheduled to expire at 12:00 midnight, New York City time, on Thursday, March 22, 2012. The tender offer was originally made pursuant to an offer to purchase and letter of transmittal, each dated February 23, 2012, which were previously filed with the Securities and Exchange Commission ("SEC") on Thursday, February 23, 2012. The Company expects to file the amendment to the tender offer materials regarding the completion of the amendment to its credit facilities with the SEC on March 15, 2012.
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Additionally, in connection with the tender offer amendment, the Company is reporting that four executive officers of the Company have indicated they expect to tender shares in the tender offer. Mr. David P. Kirchhoff, President and Chief Executive Officer and a director of the Company, Mr. Jeffrey A. Fiarman, Executive Vice President, General Counsel and Secretary, and Ms. Melanie Stubbing, President, Europe, have each advised the Company of their intent to tender shares of common stock underlying stock options that represent up to 25% of their share holdings (including shares underlying vested options). In addition, Ms. Ann M. Sardini, who as previously announced will retire as Chief Financial Officer effective as of March 30, 2012, has advised the Company of her intent to tender up to 100% of her current holdings of shares (including shares underlying vested options) in the tender offer.
The tender offer remains scheduled to expire at 12:00 midnight, New York City time, on Thursday, March 22, 2012. The tender offer was originally made pursuant to an offer to purchase and letter of transmittal, each dated February 23, 2012, which were previously filed with the Securities and Exchange Commission ("SEC") on Thursday, February 23, 2012. The Company expects to file the amendment to the tender offer materials regarding the completion of the amendment to its credit facilities with the SEC on March 15, 2012.
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