Bankruptcy: Galloway Capital Partners, LLC

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-22

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000173112225000803

Filing Summary: On May 22, 2025, Galloway Capital Partners, LLC reported having acquired 2,999,000 shares of Common Stock of WW International, Inc. between June 2024 and April 2025, at an average price of approximately $0.445 per share. The purchase was made with investment capital of Galloway Capital Partners and Mr. Bruce Galloway. In the context of WW International's ongoing Chapter 11 bankruptcy proceedings, Galloway Capital Partners announced they are considering legal action against the company's management and board due to the rejection of their request to appoint an official Equity Committee for shareholders. If the company's Plan of Reorganization is confirmed, it will lead to existing shareholders losing almost all value in their equity, with the pre-bankruptcy lenders obtaining 91% of the restructured company. Further dilution of shareholders' equity is expected with the issuance of shares to management under a proposed Management Incentive Plan, decreasing the existing shareholders' stake in the reorganized entity to only 9%. The reporting persons aim to engage the board regarding these issues and may explore further actions related to the situation.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-09

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000173112225000699

Filing Summary: On May 6, 2025, WW International, Inc., along with its affiliated debtors, filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the District of Delaware. The filing follows the acquisition of 2,999,000 shares of Common Stock by Galloway Capital Partners, LLC and Bruce Galloway from June 2024 through April 2025 at an aggregate price of approximately $0.445 per share. The Issuer aims for a plan of reorganization that, if confirmed, will allocate 91% of the reorganized company to prepetition lenders, with only 9% going to existing shareholders, who may face dilution due to a Management Incentive Plan allowing for up to 10% of common shares to be issued. Despite the bankruptcy filing, the Issuer reported a significant increase in adjusted EBITDA, signaling the potential for recovery post-reorganization. Galloway Capital and Galloway assert that the bankruptcy does not stem from immediate financial distress but rather poses a risk to existing shareholder value. They advocate for the formation of an Official Equity Committee to protect shareholder interests amidst the proceedings, highlighting concerns over the current restructuring plan favoring prepetition lenders while existing shareholders' interests might remain inadequately represented.