8-K

WEWORK INC.

/s/ Andre Fernandez

Date: April 6, 2023

Andre Fernandez

Chief Financial Officer

0001193125-23-094195.txt : 20230406 0001193125-23-094195.hdr.sgml : 20230406 20230406173034 ACCESSION NUMBER: 0001193125-23-094195 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20230405 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20230406 DATE AS OF CHANGE: 20230406 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39419 FILM NUMBER: 23807258 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 8-K 1 d458018d8k.htm 8-K 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 5, 2023

WEWORK INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39419

85-1144904

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

75 Rockefeller Plaza, 10th Floor

New York, NY

10019

(Address of principal executive offices)

(Zip Code)

(646) 389-3922

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	WE	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock	WE WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On April 5, 2023, WeWork Companies LLC, a Delaware limited liability company (the “Issuer”) and wholly-owned subsidiary of WeWork Inc., a Delaware corporation (the “Company”), WW Co-Obligor Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer (the “Co-Obligor” and, together with the Issuer, the “Issuers”), the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), entered into a supplemental indenture (the “Second Supplemental Indenture”) to the Base Indenture (as defined below) pursuant to which the Issuers issued $50 million in aggregate principal amount of Senior Secured Notes due 2025 (the “Additional Secured Notes”).

The Additional Secured Notes were sold to SoftBank Vision Fund II-2 L.P., a limited partnership established in Jersey (“SVF II”) and affiliate of SoftBank Group Corp., a Japanese joint-stock company, pursuant to that certain Amended and Restated Master Senior Secured Notes Note Purchase Agreement, dated as of October 20, 2021 (as amended, waived or otherwise modified from time to time, the “Secured NPA”), by and among the Issuers and SVF II. The Issuers intend to use the proceeds from the issuance and sale of the Additional Secured Notes for general corporate purposes.

The Additional Secured Notes were issued as “Additional Notes” as defined in and pursuant to that certain Senior Secured Notes Indenture, dated as of January 3, 2023 (the “Base Indenture” and the Base Indenture as supplemented or otherwise modified to date, including by the Second Supplemental Indenture, the “Indenture”), by and among the Issuers, the guarantors party thereto, the Trustee and U.S. Bank Trust Company, National Association, as collateral agent. The Additional Secured Notes form part of the same series and have the same terms as the Issuers’ outstanding Senior Secured Notes due 2025, which were issued on January 3, 2023 under the Base Indenture in an aggregate principal amount of $250 million. Following the issuance of the Additional Secured Notes, $300 million in aggregate principal amount of Senior Secured Notes due 2025 are outstanding under the Indenture. As previously disclosed, in connection with the consummation of the transactions contemplated by that certain Transaction Support Agreement, dated as of March 17, 2023, by and among the Issuers, the Company, SVF II and certain affiliates thereof and the other parties thereto, the Company intends to rollover $300 million in aggregate principal amount of Senior Secured Notes due 2025 held by SVF II into either, at the Company’s option, (i) up to $300 million in aggregate principal amount of newly issued first lien notes or (ii) a commitment from SVF II to purchase, at the Company’s option, in full or in part, and from time to time, up to $300 million in aggregate principal amount of newly issued first lien notes pursuant to a new note purchase agreement, subject to the repayment in full of all of the outstanding Senior Secured Notes due 2025 sold pursuant to the Secured NPA.

The Additional Secured Notes and related guarantees have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued and sold in reliance on the exemption provided in Section 4(a)(2) of the Securities Act.

The foregoing summary of the Second Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Second Supplemental Indenture, which is filed as Exhibit 4.1 hereto and is incorporated by reference into this Item 1.01.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

4.1		Second Supplemental Indenture, dated as of April 5, 2023, by and among WeWork Companies LLC, WW Co-Obligor Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

EX-4.1 2 d458018dex41.htm EX-4.1 EX-4.1

Exhibit 4.1

Execution Version

SECOND SUPPLEMENTAL INDENTURE

Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of April 5, 2023, among WeWork Companies LLC, a Delaware limited liability company (the “Company”), WW Co-Obligor Inc., a Delaware corporation (the “Co-Obligor” and, together with the Company, the “Issuers”), the Guarantors listed on the signature pages hereto and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, each of the Company, the Co-Obligor and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee a Senior Secured Notes Indenture (the “Base Indenture”), dated as of January 3, 2023, as supplemented by the First Supplemental Indenture, dated as of January 3, 2023 (the “First Supplemental Indenture” and, collectively with the Base Indenture and this Second Supplemental Indenture, the “Indenture”), providing for the issuance of an unlimited aggregate principal amount of Senior Secured Notes due 2025;

WHEREAS, pursuant to and on the date of the Base Indenture, the Company issued $250,000,000 aggregate principal amount of its Senior Secured Notes due 2025 (the “Initial Notes”);

WHEREAS, Sections 2.01 and 4.09 of the Base Indenture provide that the Company may, from time to time and in accordance therewith, issue Additional Notes under the Base Indenture;

WHEREAS, the Company wishes to issue, pursuant to the Indenture, an additional $50,000,000 aggregate principal amount of its Senior Secured Notes due 2025 as Additional Notes (the “New Notes” and, together with the Initial Notes, the “Notes”);

WHEREAS, Section 9.01(a)(11) of the Base Indenture provides that, without the consent of any Holder, the Company, the Guarantors and the Trustee may amend the Indenture to facilitate the issuance of Additional Notes and therefore the Trustee is authorized to execute and deliver this Second Supplemental Indenture; and

WHEREAS, all conditions and requirements necessary to the execution and delivery of this Second Supplemental Indenture have been done and performed, and the execution and delivery hereof by the parties hereto has been authorized in all respects.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Defined Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

ARTICLE II

NEW NOTES

Section 2.1 Amount of New Notes. The aggregate principal amount of New Notes to be authenticated and delivered under this Second Supplemental Indenture on April 5, 2023 is $50,000,000.

Section 2.2 Terms of New Notes. The New Notes are to be issued as Additional Notes under the Indenture and shall:

(a)

be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise (other than issue date and the first date from which interest will accrue) as the Initial Notes;

(b)

(i) be issued on April 5, 2023, (ii) be deemed to have accrued interest from April 5, 2023 and (iii) have a first interest payment date of August 15, 2023; and

(c)

be issuable in whole in the form of one Definitive Note in the form, including the appropriate transfer restriction legends, provided in Exhibit A to the Base Indenture.

ARTICLE III

MISCELLANEOUS

Section 3.1 Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.2 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECOND SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 3.3 Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 3.4 Headings. The headings of the Articles and Sections of this Second Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Second Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 3.5 The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers and Guarantors.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


WEWORK COMPANIES LLC

By:		/s/ Andre Fernandez
Name: Andre Fernandez
Title: Chief Financial Officer & Treasurer

WW CO-OBLIGOR INC.

By:		/s/ Andre Fernandez
Name: Andre Fernandez
Title: Chief Financial Officer & Treasurer

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:		/s/ Christopher J. Grell
Name: Christopher J. Grell
Title: Vice President

[Signature Page to Second Supplemental Indenture]


1 BEACON STREET TENANT LLC 1 BELVEDERE DRIVE TENANT LLC 1 GLENWOOD AVE TENANT LLC 1 LINCOLN STREET TENANT LLC 1 MILK STREET TENANT LLC 1 POST STREET TENANT LLC 1 SOUTH DEARBORN STREET TENANT LLC 1 UNION SQUARE WEST HQ LLC 10 EAST 38TH STREET TENANT LLC 10 EAST 40TH STREET HQ LLC 100 BAYVIEW CIRCLE TENANT LLC 100 BROADWAY TENANT LLC 100 S STATE STREET TENANT LLC 100 SUMMER STREET TENANT LLC 10000 WASHINGTON BOULEVARD TENANT LLC 1001 WOODWARD AVE TENANT LLC 1003 EAST 4TH PLACE TENANT LLC 101 EAST WASHINGTON STREET TENANT LLC 101 MARIETTA STREET NORTHWEST TENANT LLC 101 NORTH 1ST AVENUE TENANT LLC 10250 CONSTELLATION TENANT LLC 1031 SOUTH BROADWAY TENANT LLC 10585 SANTA MONICA BOULEVARD TENANT LLC 10845 GRIFFITH PEAK DRIVE TENANT LLC 10885 NE 4TH STREET TENANT LLC 109 S 5TH STREET TENANT LLC 10900 STONELAKE BOULEVARD TENANT LLC 1099 STEWART STREET TENANT LLC 11 PARK PL TENANT LLC 110 110TH AVENUE NORTHEAST TENANT LLC 110 CORCORAN STREET TENANT LLC 110 WALL MANAGER LLC 1100 15TH STREET NW TENANT LLC 1100 LUDLOW STREET TENANT LLC 1100 MAIN STREET TENANT LLC 1111 BROADWAY TENANT LLC 1111 WEST 6TH STREET TENANT LLC 1114 W FULTON MARKET Q LLC

By:		/s/ Andre Fernandez
Name:		Andre Fernandez
Title:		Chief Financial Officer & Treasurer