0000899243-23-012479.txt : 20230509 0000899243-23-012479.hdr.sgml : 20230509 20230509213011 ACCESSION NUMBER: 0000899243-23-012479 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230505 FILED AS OF DATE: 20230509 DATE AS OF CHANGE: 20230509 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOFTBANK GROUP CORP. CENTRAL INDEX KEY: 0001065521 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39419 FILM NUMBER: 23904049 BUSINESS ADDRESS: STREET 1: 1-7-1 KAIGAN STREET 2: MINATO-KU CITY: TOKYO STATE: M0 ZIP: 105-7537 BUSINESS PHONE: 01181368892260 MAIL ADDRESS: STREET 1: 1-7-1 KAIGAN STREET 2: MINATO-KU CITY: TOKYO STATE: M0 ZIP: 105-7537 FORMER NAME: FORMER CONFORMED NAME: SOFTBANK GROUP CORP DATE OF NAME CHANGE: 20150702 FORMER NAME: FORMER CONFORMED NAME: SOFTBANK CORP DATE OF NAME CHANGE: 19980708 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOFTBANK VISION FUND II-2 L.P. CENTRAL INDEX KEY: 0001787613 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39419 FILM NUMBER: 23904050 BUSINESS ADDRESS: STREET 1: AZTEC GROUP HOUSE 11-15 SEATON PLACE CITY: ST HELIER STATE: Y9 ZIP: JE4 0QH BUSINESS PHONE: 44 1534 833000 MAIL ADDRESS: STREET 1: AZTEC GROUP HOUSE 11-15 SEATON PLACE CITY: ST HELIER STATE: Y9 ZIP: JE4 0QH REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVF II Aggregator (Jersey) L.P. CENTRAL INDEX KEY: 0001883559 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39419 FILM NUMBER: 23904051 BUSINESS ADDRESS: STREET 1: AZTEC GROUP HOUSE 11-15 STREET 2: SEATON PLACE CITY: ST HELIER STATE: Y9 ZIP: Y9 JE4 0QH BUSINESS PHONE: (650) 281-4473 MAIL ADDRESS: STREET 1: AZTEC GROUP HOUSE 11-15 STREET 2: SEATON PLACE CITY: ST HELIER STATE: Y9 ZIP: Y9 JE4 0QH REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVF II WW (DE) LLC CENTRAL INDEX KEY: 0001890179 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39419 FILM NUMBER: 23904047 BUSINESS ADDRESS: STREET 1: 251 LITTLE FALLS DRIVE CITY: WILMINGTON STATE: DE ZIP: 19808 BUSINESS PHONE: 650-562-8100 MAIL ADDRESS: STREET 1: 251 LITTLE FALLS DRIVE CITY: WILMINGTON STATE: DE ZIP: 19808 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SB Global Advisers Ltd CENTRAL INDEX KEY: 0001883884 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39419 FILM NUMBER: 23904048 BUSINESS ADDRESS: STREET 1: 69 GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: W1K 3JP BUSINESS PHONE: 44-207-629-0431 MAIL ADDRESS: STREET 1: 69 GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: W1K 3JP FORMER NAME: FORMER CONFORMED NAME: SB Global Advisors Ltd DATE OF NAME CHANGE: 20210920 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVF II Holdings (DE) LLC CENTRAL INDEX KEY: 0001883900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39419 FILM NUMBER: 23904046 BUSINESS ADDRESS: STREET 1: 1 CIRCLE STAR WAY CITY: SAN CARLOS STATE: CA ZIP: 94070 BUSINESS PHONE: (650) 562-8100 MAIL ADDRESS: STREET 1: 1 CIRCLE STAR WAY CITY: SAN CARLOS STATE: CA ZIP: 94070 FORMER NAME: FORMER CONFORMED NAME: SVF II Holdings (DE) L.P. DATE OF NAME CHANGE: 20210920 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVF II WW Holdings (Cayman) Ltd CENTRAL INDEX KEY: 0001889433 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39419 FILM NUMBER: 23904052 BUSINESS ADDRESS: STREET 1: 190 ELGIN AVE CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9001 BUSINESS PHONE: 650-562-8100 MAIL ADDRESS: STREET 1: 190 ELGIN AVE CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9001 FORMER NAME: FORMER CONFORMED NAME: SB WW Holdings (Cayman) Ltd DATE OF NAME CHANGE: 20211020 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WeWork Inc. CENTRAL INDEX KEY: 0001813756 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 851144904 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 75 ROCKEFELLER PLAZA STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (646) 389-3922 MAIL ADDRESS: STREET 1: 75 ROCKEFELLER PLAZA STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: BowX Acquisition Corp. DATE OF NAME CHANGE: 20200601 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-05-05 0 0001813756 WeWork Inc. WE 0001889433 SVF II WW Holdings (Cayman) Ltd C/O WALKERS CORP LTD., 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN E9 KY1-9008 CAYMAN ISLANDS 0 0 1 0 0001883559 SVF II Aggregator (Jersey) L.P. CRESTBRIDGE LIMITED, 47 ESPLANADE ST. HELIER Y9 JE1 0BD JERSEY 0 0 1 0 0001787613 SOFTBANK VISION FUND II-2 L.P. CRESTBRIDGE LIMITED, 47 ESPLANADE, ST. HELIER Y9 JE1 0BD JERSEY 0 0 1 0 0001065521 SOFTBANK GROUP CORP. 1-7-1, KAIGAN MINATO-KU TOKYO M0 105-7537 JAPAN 0 0 1 0 0001883884 SB Global Advisers Ltd 69 GROSVENOR STREET LONDON X0 W1K 3JP UNITED KINGDOM 0 0 1 0 0001890179 SVF II WW (DE) LLC 251 LITTLE FALLS DRIVE, WILMINGTON DE 19808 0 0 1 0 0001883900 SVF II Holdings (DE) LLC 251 LITTLE FALLS DRIVE WILMINGTON DE 19808 0 0 1 0 0 Class A Common Stock 2023-05-05 4 J 0 1112900605 A 1433199066 I By SVF II WW Holdings (Cayman) Limited Class A Common Stock 4049587 I By SVF II WW (DE) LLC 11.000% Second Lien Exchangeable PIK Notes due 2027 1.2007 2023-05-05 4 J 0 187500000.00 A Class A Common Stock 156161508 187500000.00 I By SVF II Aggregator (Jersey) L.P. 12.000% Third Lien Exchangeable PIK Notes due 2027 1.2007 2023-05-05 4 J 0 269625000.00 A Class A Common Stock 224560249 269625000.00 I By SVF II Aggregator (Jersey) L.P. On May 5, 2023, pursuant to an Exchange Agreement between the Issuer, WeWork Companies LLC, WW Co-Obligor Inc., each a subsidiary of the Issuer (together, the "Note Issuers"), SVF II Aggregator (Jersey) L.P. ("SVF II Aggregator"), SVF II WW Holdings (Cayman) Limited ("SVF II WW Holdings"), and SoftBank Vision Fund II-2 L.P., the $1.65 billion in aggregate principal amount of the Note Issuers' 5.00% Senior Notes due 2025, Series I, outstanding were exchanged for: (i) $187.5 million in aggregate principal amount of the Note Issuers' 11.00% Second Lien Exchangeable Senior Secured PIK Notes due 2027 (the "Second Lien Exchangeable Notes") issued to SVF II Aggregator; (ii) $269.6 million in aggregate principal amount of the Note Issuers' 12.00% Third Lien Exchangeable Senior Secured PIK Notes due 2027 (the "Third Lien Exchangeable Notes") issued to SVF II Aggregator; and (iii) 1,112,900,605 shares of the Issuer's Class A Common Stock issued to SVF II WW Holdings. SoftBank Group Corp., which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SB Global Advisers Limited, which has been appointed as manager and is exclusively responsible for making final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.'s investments, including as held by SVF II WW (DE) LLC and SVF II WW Holdings (Cayman) Limited. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II WW (DE) LLC. SVF II WW Holdings (Cayman) Limited is a wholly owned subsidiary of SVF II WW (DE) LLC. As a result of these relationships, each of the foregoing entities may be deemed to share beneficial ownership of the securities reported herein. Each of the Second Lien Exchangeable Notes and the Third Lien Exchangeable Notes (together, the "Exchangeable Notes") may be exercised at the option of the holder at any time prior to the close of business on the second trading day immediately preceding the final maturity date of the Exchangeable Notes, which is August 15, 2027. The Exchangeable Notes may be exchanged for an initial amount of 832.8614 shares of Class A Common Stock per $1,000 exchange amount, subject to adjustment as set forth in the respective indentures, which initially implies a Class A Common Stock price of $1.20068 per share. SVF II WW Holdings (Cayman) Limited, By: /s/ Karen Ellerbe, as Director 2023-05-09 SVF II WW (DE) LLC, By: /s/ Jonathan Duckles, as Director 2023-05-09 SVF II Holdings (DE) LLC, By: /s/ Jonathan Duckles, as Director 2023-05-09 SVF II Aggregator (Jersey) L.P., By SB Global Advisers Limited, its Manager, By: /s/ Alex Clavel, as Director 2023-05-09 SoftBank Vision Fund II-2 L.P., By: SB Global Advisers Limited, its Manager, By: /s/ Alex Clavel, as Director 2023-05-09 SB Global Advisers Limited, By: /s/ Alex Clavel, as Director 2023-05-09 SoftBank Group Corp., By : /s/ Yuko Yamamoto, Head of Corporate Legal Department 2023-05-09