European Wax Center, Inc. 8-K

What Happened

• European Wax Center, Inc. (EWCZ) filed an 8‑K reporting that on May 8, 2026 it closed the previously announced Agreement and Plan of Merger dated February 9, 2026, pursuant to which the company became a wholly owned subsidiary of Glow Midco, LLC (Parent). Concurrently, indirect subsidiaries (EWC Master Issuer LLC and EWC Sub Issuer LLC) entered into an Amended and Restated Base Indenture and a Series 2026‑1 Supplement with Citibank, N.A. as trustee in connection with a securitization financing.

Key Details

• The Master Issuer issued $460,000,000 aggregate principal amount of Series 2026‑1 6.40% Fixed Rate Senior Secured Notes (Class A‑2) and up to $40,000,000 aggregate principal amount of Series 2026‑1 Variable Funding Senior Secured Notes (Class A‑1).
• Proceeds from a Term Loan Facility, equity financing and available cash were used to fund the merger consideration and pay related fees and expenses.
• The Indenture is fully guaranteed by the securitization entities and secured by perfected, first‑priority liens on substantially all assets of those entities (subject to customary exceptions).
• At the Effective Time, the prior board of directors and officers ceased service and the directors and officers of Merger Sub Inc. became the directors and officers of the surviving corporation. A joint press release announcing closing was filed as Exhibit 99.1.

Why It Matters

• The filing confirms a change in control: European Wax Center is now a private, wholly owned subsidiary of Glow Midco following the closing. That affects public shareholders (who received the merger consideration) and the company’s reporting status and governance.
• The new secured note issuance ($460M fixed‑rate notes plus up to $40M variable funding notes) creates material new indebtedness backed by assets of the securitization entities; investors should note the interest rate (6.40% on the Class A‑2 notes) and that the financing was a primary source of merger funding.