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S-3 Filing
WeWork (WEWKQ) S-3Shelf registration
Filed: 8 May 23, 4:39pm
Delaware | | | 85-1144904 |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification Number) |
Kerry S. Burke Covington & Burling LLP One CityCenter 850 Tenth Street, NW Washington, DC 20001 (202) 662-6000 | | | Pamela Swidler, Esq. WeWork Inc. 75 Rockefeller Plaza, 10th Floor New York, NY 10019 |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☒ |
Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ |
| | | | Emerging growth company | | | ☐ |
• | our financial and business performance; |
• | the continuing impact of the COVID-19 pandemic; |
• | delays in customers and prospective customers returning to the office and taking occupancy, or changes in the preferences of customers and prospective customers with respect to remote or hybrid working, as a result of the COVID-19 pandemic, leading to a parallel delay, or potentially permanent change, in receiving the corresponding revenue; |
• | our projected financial information, anticipated growth rate, and market opportunity; |
• | our ability to maintain the listing of our Class A Common Stock and Warrants on the NYSE; |
• | our ability to realize the expected benefits from the Transactions (as defined below); |
• | the impact of the Transactions on the market price of our securities; |
• | litigation, including the outcome of any legal proceeding that may be instituted against us or others relating to the Transactions or otherwise; |
• | the significant costs incurred by us in connection with the Transactions; |
• | the impact of foreign exchange rates on our financial performance; |
• | our ability to execute our restructuring plan relating to our business and our operating model; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business; |
• | the impact of the regulatory environment and complexities with compliance related to such environment; |
• | our ability to maintain an effective system of internal control over financial reporting; |
• | our ability to grow market share in our existing markets or any new markets we may enter; |
• | our public securities’ potential liquidity and trading; |
• | our ability to raise additional capital in the future; |
• | our ability to respond to changes in customer demand, geopolitical events or other disruptions, including the conflict in Ukraine, and general economic conditions, including rising interest rates, inflation, disruptions created by instability in the banking sector, and the impact of such conditions on WeWork and our customers; |
• | the health of the commercial real estate industry; |
• | risks associated with our real estate assets and increased competition in the commercial real estate industry; |
• | our ability to manage our growth effectively; |
• | our ability to achieve and maintain profitability in the future; |
• | our ability to access sources of capital, including debt financing and securitization funding to finance our real estate inventories and other sources of capital to finance operations and growth, and our ability to restructure, refinance, extend or repay our outstanding indebtedness; |
• | our ability to maintain and enhance our products and brand and to attract customers; |
• | our ability to manage, develop and refine our platform for managing and powering flexible work spaces and access to our customer base; |
• | the success of strategic relationships with third parties; |
• | our expectations regarding our exits of underperforming locations, including the timing of any such exits and the ability to retain our members; |
• | the impact of the Transactions on our U.S. federal income tax position, including the availability of utilizing our net operating losses to offset any taxes incurred in connection therewith; |
• | the outcome of any known and unknown litigation and regulatory proceedings; and |
• | the anticipated benefits of our partnerships with third parties. |
• | our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 29, 2023 (the “Annual Report”): |
• | our Current Reports on Form 8-K (other than any items, exhibits or portions thereof furnished to, rather than field with, the SEC) filed with the SEC on January 4, 2023, February 7, 2023, February 17, 2023, February 21, 2023, March 17, 2023, April 3, 2023, April 6, 2023, April 7, 2023, April 17, 2023, April 18, 2023, April 24, 2023, May 2, 2023 and May 8, 2023; and |
• | a description of our Class A Common Stock and warrants set forth in a Form 8-A filed with the SEC on October 20, 2021. |
• | a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”); |
• | an affiliate of an interested stockholder; or |
• | an associate of an interested stockholder. |
• | our board of directors approves the transaction that made the stockholder an interested stockholder, prior to the date of the transaction; |
• | after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or |
• | on or subsequent to the date of the transaction, the transaction is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption; and |
• | if, and only if, the last reported sale price of our Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A Common Stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of our Class A Common Stock; |
• | if, and only if, the last reported sale price of our Class A Common Stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; |
• | if, and only if, the private placement warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above; and |
• | if, and only if, there is an effective registration statement covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. |
| | Fair Market Value of WeWork Class A Common Stock | |||||||||||||||||||||||||
Redemption Date (period to expiration of warrants) | | | ≤$10.00 | | | $11.00 | | | $12.00 | | | $13.00 | | | $14.00 | | | $15.00 | | | $16.00 | | | $17.00 | | | ≥$18.00 |
57 months | | | 0.233 | | | 0.255 | | | 0.275 | | | 0.293 | | | 0.309 | | | 0.324 | | | 0.338 | | | 0.350 | | | 0.361 |
54 months | | | 0.229 | | | 0.251 | | | 0.272 | | | 0.291 | | | 0.307 | | | 0.323 | | | 0.337 | | | 0.350 | | | 0.361 |
51 months | | | 0.225 | | | 0.248 | | | 0.269 | | | 0.288 | | | 0.305 | | | 0.321 | | | 0.336 | | | 0.349 | | | 0.361 |
48 months | | | 0.220 | | | 0.243 | | | 0.265 | | | 0.285 | | | 0.303 | | | 0.320 | | | 0.335 | | | 0.349 | | | 0.361 |
45 months | | | 0.214 | | | 0.239 | | | 0.261 | | | 0.282 | | | 0.301 | | | 0.318 | | | 0.334 | | | 0.348 | | | 0.361 |
42 months | | | 0.208 | | | 0.234 | | | 0.257 | | | 0.278 | | | 0.298 | | | 0.316 | | | 0.333 | | | 0.348 | | | 0.361 |
39 months | | | 0.202 | | | 0.228 | | | 0.252 | | | 0.275 | | | 0.295 | | | 0.314 | | | 0.331 | | | 0.347 | | | 0.361 |
36 months | | | 0.195 | | | 0.222 | | | 0.247 | | | 0.271 | | | 0.292 | | | 0.312 | | | 0.330 | | | 0.346 | | | 0.361 |
33 months | | | 0.187 | | | 0.215 | | | 0.241 | | | 0.266 | | | 0.288 | | | 0.309 | | | 0.328 | | | 0.345 | | | 0.361 |
30 months | | | 0.179 | | | 0.208 | | | 0.235 | | | 0.261 | | | 0.284 | | | 0.306 | | | 0.326 | | | 0.345 | | | 0.361 |
27 months | | | 0.170 | | | 0.199 | | | 0.228 | | | 0.255 | | | 0.280 | | | 0.303 | | | 0.324 | | | 0.343 | | | 0.361 |
24 months | | | 0.159 | | | 0.190 | | | 0.220 | | | 0.248 | | | 0.274 | | | 0.299 | | | 0.322 | | | 0.342 | | | 0.361 |
21 months | | | 0.148 | | | 0.179 | | | 0.210 | | | 0.240 | | | 0.268 | | | 0.295 | | | 0.319 | | | 0.341 | | | 0.361 |
18 months | | | 0.135 | | | 0.167 | | | 0.200 | | | 0.231 | | | 0.261 | | | 0.289 | | | 0.315 | | | 0.339 | | | 0.361 |
15 months | | | 0.120 | | | 0.153 | | | 0.187 | | | 0.220 | | | 0.253 | | | 0.283 | | | 0.311 | | | 0.337 | | | 0.361 |
12 months | | | 0.103 | | | 0.137 | | | 0.172 | | | 0.207 | | | 0.242 | | | 0.275 | | | 0.306 | | | 0.335 | | | 0.361 |
9 months | | | 0.083 | | | 0.117 | | | 0.153 | | | 0.191 | | | 0.229 | | | 0.266 | | | 0.300 | | | 0.332 | | | 0.361 |
6 months | | | 0.059 | | | 0.092 | | | 0.130 | | | 0.171 | | | 0.213 | | | 0.254 | | | 0.292 | | | 0.328 | | | 0.361 |
3 months | | | 0.030 | | | 0.060 | | | 0.100 | | | 0.145 | | | 0.193 | | | 0.240 | | | 0.284 | | | 0.324 | | | 0.361 |
0 months | | | 0.000 | | | 0.000 | | | 0.042 | | | 0.115 | | | 0.179 | | | 0.233 | | | 0.281 | | | 0.324 | | | 0.361 |
Name of Selling Securityholder | | | Number Beneficially Owned Prior to Offering | | | Number Registered for Sale Hereby(1) | | | Number Beneficially Owned After Offering | | | Percent Owned After Offering |
SOF-X WW Holdings, L.P.(2) | | | 3,125,000 | | | 3,125,000 | | | — | | | — |
SOF-XI WW Holdings, L.P.(2) | | | 9,375,000 | | | 9,375,000 | | | — | | | — |
LightVC, Ltd.(3) | | | 1,420,623 | | | 1,420,623 | | | | | ||
BlackRock, Inc.(4) | | | 16,545,870 | | | 16,545,870 | | | — | | | — |
Cohen & Steers Real Estate Securities Fund, Inc.(5) | | | 5,081,247 | | | 5,081,247 | | | — | | | — |
Cohen & Steers Capital Management, Inc.(6) | | | 2,703,130 | | | 2,703,130 | | | — | | | — |
New York Life Insurance Company(7) | | | 2,500,000 | | | 2,500,000 | | | — | | | — |
Logitech International S.A.(8) | | | 1,000,000 | | | 1,000,000 | | | — | | | — |
Ashok K. Trivedi Revocable Trust(9) | | | 350,000 | | | 350,000 | | | — | | | — |
WBI, LP(10) | | | 500,000 | | | 500,000 | | | — | | | — |
WH-Stonebridge, LLC(11) | | | 800,000 | | | 800,000 | | | — | | | — |
FOE Capital Investments Limited(12) | | | 500,000 | | | 500,000 | | | — | | | — |
Benchmark Capital Partners VII (AIV), L.P.(13) | | | 19,471,310 | | | 19,471,310 | | | — | | | — |
The Bruce & Elizabeth Dunlevie Living Trust(14) | | | 1,000,000 | | | 1,000,000 | | | — | | | — |
Benhurst Investment Company, LLC(15) | | | 35,000 | | | 35,000 | | | — | | | — |
Centaurus Capital LP(16) | | | 10,000,000 | | | 10,000,000 | | | — | | | — |
Citrin Family Foundation(17) | | | 25,000 | | | 25,000 | | | — | | | — |
Name of Selling Securityholder | | | Number Beneficially Owned Prior to Offering | | | Number Registered for Sale Hereby(1) | | | Number Beneficially Owned After Offering | | | Percent Owned After Offering |
Insight Partners XII, L.P.(18) | | | 4,519,074 | | | 4,519,074 | | | — | | | — |
Insight Partners (Cayman) XII, L.P.(18) | | | 6,365,864 | | | 6,365,864 | | | — | | | — |
Insight Partners (Delaware) XII, L.P.(18) | | | 460,931 | | | 460,931 | | | — | | | — |
Insight Partners (EU) XII, S.C.Sp.(18) | | | 1,031,030 | | | 1,031,030 | | | — | | | — |
Insight Partners XII (Co-Investors), L.P.(18) | | | 6,476 | | | 6,476 | | | — | | | — |
Insight Partners XII (Co-Investors) (B), L.P.(18) | | | 116,625 | | | 116,625 | | | — | | | — |
Cadeddu-Duke Family Trust(19) | | | 35,000 | | | 35,000 | | | — | | | — |
Benvolio Ventures LLC—Series WeWork(20) | | | 804,933 | | | 804,933 | | | — | | | — |
Frankfort Family Trust DTD 11/11/2003(21) | | | 447,218 | | | 447,218 | | | — | | | — |
SVF II WW Holdings (Cayman) Limited(22) | | | 1,462,147,904 | | | 1,462,147,904 | | | — | | | — |
SVF Endurance (Cayman) Limited(23) | | | 91,262,729 | | | 91,262,729 | | | — | | | — |
SVF II WW (DE) LLC(24) | | | 21,030,460 | | | 21,030,460 | | | — | | | — |
SVF II Aggregator (Jersey) L.P.(25) | | | 571,030,178 | | | 571,030,178 | | | | | ||
DTZ Worldwide Limited(26) | | | 15,000,000 | | | 15,000,000 | | | — | | | — |
Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund(27) | | | 679,038 | | | 679,038 | | | — | | | — |
Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund(27) | | | 3,118,425 | | | 3,118,425 | | | — | | | — |
Fidelity Growth Company Commingled Pool By: Fidelity Management Trust Company, as Trustee(27) | | | 3,192,401 | | | 3,192,401 | | | — | | | — |
Fidelity Mt. Vernon Street Trust: Fidelity Growth Company K6 Fund(27) | | | 510,135 | | | 510,135 | | | — | | | — |
Fidelity Securities Fund: Fidelity Blue Chip Growth Fund(27) | | | 3,697,057 | | | 3,697,057 | | | — | | | — |
Fidelity Blue Chip Growth Commingled Pool By: Fidelity Management Trust Company, as Trustee(27) | | | 142,884 | | | 142,884 | | | — | | | — |
Fidelity Securities Fund: Fidelity Flex Large Cap Growth Fund(27) | | | 8,492 | | | 8,492 | | | — | | | — |
Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund(27) | | | 407,536 | | | 407,536 | | | — | | | — |
Fidelity Blue Chip Growth Institutional Trust By its manager Fidelity Investments Canada ULC(27) | | | 10,154 | | | 10,154 | | | — | | | — |
Fidelity Securities Fund: Fidelity Series Blue Chip Growth Fund(27) | | | 441,635 | | | 441,635 | | | — | | | — |
FIAM Target Date Blue Chip Growth Commingled Pool By: Fidelity Institutional Asset Management Trust Company as Trustee(27) | | | 292,242 | | | 292,242 | | | — | | | — |
RingCentral, Inc.(28) | | | 1,000,000 | | | 1,000,000 | | | — | | | — |
TOCU XXIII LLC(29) | | | 1,846,624 | | | 1,846,624 | | | — | | | — |
GCCU VIII LLC(29) | | | 1,846,624 | | | 1,846,624 | | | — | | | — |
Empire-Star Global Limited(30) | | | 3,080,747 | | | 3,080,747 | | | — | | | — |
Oceanwide Holdings International Capital Investment Co., Ltd.(31) | | | 1,067,169 | | | 1,067,169 | | | — | | | — |
Hui Ding Capital Co., Limited(32) | | | 1,646,050 | | | 1,646,050 | | | — | | | — |
Vivek Ranadivé(33) | | | 7,227,531 | | | 7,227,531 | | | — | | | — |
Murray Rode(34) | | | 1,089,298 | | | 1,089,298 | | | — | | | — |
Daven Patel(35) | | | 688,581 | | | 688,581 | | | — | | | — |
Suraj Jitendra Patel(36) | | | 342,490 | | | 342,490 | | | — | | | — |
Eric C.W. Dunn(37) | | | 36,000 | | | 36,000 | | | — | | | — |
Name of Selling Securityholder | | | Number Beneficially Owned Prior to Offering | | | Number Registered for Sale Hereby(1) | | | Number Beneficially Owned After Offering | | | Percent Owned After Offering |
Lori Amber Wright(38) | | | 36,000 | | | 36,000 | | | — | | | — |
Vishal Sikka | | | 12,000 | | | 12,000 | | | — | | | — |
Nanci Ellen Caldwell | | | 12,000 | | | 12,000 | | | — | | | — |
Christina Dong | | | 6,000 | | | 6,000 | | | — | | | — |
Kenneth Goldman | | | 12,000 | | | 12,000 | | | — | | | — |
Rafi Syed | | | 8,400 | | | 8,400 | | | — | | | — |
Shaquille Rashaun O’Neal | | | 12,000 | | | 12,000 | | | — | | | — |
Adam Neumann(39) | | | 19,896,032 | | | 19,896,032 | | | — | | | — |
Nick Worswick(40) | | | 2,628 | | | 2,628 | | | — | | | — |
Arthur Minson(41) | | | 18,776 | | | 18,776 | | | — | | | — |
Michael Gross(42) | | | 18,776 | | | 18,776 | | | — | | | — |
Zvika Shachar(43) | | | 1,877 | | | 1,877 | | | — | | | — |
Peter Greenspan(44) | | | 69,326 | | | 69,326 | | | — | | | — |
Anthony Yazbeck(45) | | | 397,979 | | | 397,979 | | | — | | | — |
Kurt Wehner(46) | | | 42,804 | | | 42,804 | | | — | | | — |
Lauren Fritts(47) | | | 123,159 | | | 123,159 | | | — | | | — |
Sandeep Mathrani(48) | | | 1,860,866 | | | 1,860,866 | | | — | | | — |
EMS Equities Ltd.(49) | | | 2,000,000 | | | 2,000,000 | | | — | | | — |
Dawson Williams(50) | | | 18,110 | | | 18,110 | | | — | | | — |
Nicholas Clark(51) | | | 966,828 | | | 966,828 | | | — | | | — |
Susan Catalano(52) | | | 67,136 | | | 67,136 | | | — | | | — |
Andre Fernandez(53) | | | 40,000 | | | 40,000 | | | — | | | — |
Pamela Swidler(54) | | | 51,223 | | | 51,223 | | | — | | | — |
Entities affiliated with King Street Capital Management L.P.(55) | | | 52,918,596 | | | 52,918,596 | | | — | | | — |
Entities advised by or affiliated with Capital Research and Management Company(56) | | | 24,014,070 | | | 24,014,070 | | | — | | | — |
Brigade Capital Management, LP(57) | | | 16,798,104 | | | 16,798,104 | | | — | | | — |
Sculptor Capital LP(58) | | | 11,583,000 | | | 11,583,000 | | | — | | | — |
Aristeia Capital, L.L.C.(59) | | | 23,953,298 | | | 23,953,298 | | | — | | | — |
Silver Point Capital, L.P. and certain of its affiliated funds(60) | | | 12,836,394 | | | 12,836,394 | | | — | | | — |
Cupar Grimmond LLC(61) | | | 35,000,000 | | | 35,000,000 | | | | | ||
Total | | | 2,483,839,097 | | | 2,483,839,097 | | | | |
* | Less than one percent. |
(1) | The amounts set forth in this column are the number of shares of Class A Common Stock that may be offered by each selling securityholder using this prospectus. These amounts do not represent any other shares of our Class A Common Stock that the selling securityholders may own beneficially or otherwise. |
(2) | The business address of SOF-X WW Holdings, L.P. and SOF-XI WW Holdings, L.P. is 591 West Putnam Avenue, Greenwich, CT 06830. The controlling person of these selling securityholders is Barry Sternlicht, the chairman and CEO of Starwood Capital Group. |
(3) | The business address of LightVC, Ltd. is c/o Latham & Watkins LLP, 9 Raffles Place, #42-02 Republic Plaza, Singapore 048690. |
(4) | The registered holders of the referenced shares to be registered are the following funds and accounts under management by subsidiaries of BlackRock, Inc.: BlackRock Credit Alpha Master Fund, L.P. BlackRock Credit Strategies Fund, HC NCBR FUND, The Obsidian Master Fund, BLACKROCK GLOBAL EVENT PARTNERS MASTER LTD., and BLACKROCK STRATEGIC FUNDS—BLACKROCK GLOBAL EVENT DRIVEN FUND. BlackRock, Inc. is the ultimate parent holding company of such subsidiaries. On behalf of such subsidiaries, the applicable portfolio managers, as managing directors (or in other capacities) of such entities, and/or the applicable investment committee members of such funds and accounts, have voting and investment power over the shares held by the funds and accounts which are the registered holders of the referenced shares. Such portfolio managers and/or |
(5) | Cohen & Steers Capital Management, Inc. is the investment manager of Cohen & Steers Real Estate Securities Fund, Inc. The address of Cohen & Steers Real Estate Securities Fund, Inc. is c/o Cohen & Steers Capital Management, Inc., 280 Park Avenue, New York, NY 10017. |
(6) | The selling securityholder is Cohen & Steers Capital Management, Inc. for and on behalf of its clients. The registered holders of the referenced shares to be registered are Board of Fire and Police Commissioners of the City of Los Angeles, University of Pittsburgh Medical Center, University of Pittsburgh Medical Center Retirement Plan, Pomona College, Prudential Retirement Insurance and Annuity Company, and Texas County and District Retirement System. Cohen & Steers Capital Management Inc. is located at 280 Park Avenue, 10th Floor, New York, NY 10017. |
(7) | The business address of New York Life Insurance Company is 51 Madison Ave, New York, NY 10010. NYLIFE SECURITIES LLC, is a registered broker dealer and subsidiary of the selling securityholder. NYLIFE DISTRIBUTORS LLC is a registered limited broker dealer and indirect subsidiary of the selling securityholder. The selling securityholder is a mutual life insurance company owned by its policyholders. The board of directors of the selling securityholder is its governing individuals, which are listed at newyorklife.com/about/ corporate-governance/board-of-directors. |
(8) | The business address of Logitech International S.A. is c/o Logitech Inc., 7700 Gateway Blvd., Newark, CA 94560. |
(9) | The business address of Ashok K. Trivedi Revocable Trust is 1370 Washington Pike, Suite 400, Bridgeville, PA 15017. The controlling person of the selling securityholder is Ashok K. Trivedi, Trustee. |
(10) | The business address of WBI, LP is 140 Broadway, 38th Floor, New York, NY, 10005. The controlling persons of the selling securityholder are Elli Ausubel, Uriel Cohen, and Bianca Harris. |
(11) | The business address of WH-Stonebridge, LLC is c/o War Horse, LLC, 900 E. Fort Avenue, Suite 900, Baltimore, MD 21230. Attn: Vickie Hilditch, VP Operations. |
(12) | The business address of FOE Capital Investments Limited is 16 Panteli Katela, Diagora Building, 7th Floor, 1097 Nicosia, Cyprus. The controlling person of the selling securityholder is Athanasios Laskaridis. |
(13) | Shares held by Benchmark Capital Partners VII (AIV), L.P. (“BCP AIV”), as nominee for BCP AIV, Benchmark Founders’ Fund VII, L.P. (“BFF VII”) and Benchmark Founders’ Fund VII-B, L.P. (“BFF VII-B”). The business address of the Benchmark entities is 2965 Woodside Road, Woodside, CA 94062. Bruce W. Dunlevie, a member of WeWork’s board of directors, is a general partner of Benchmark. Benchmark Capital Management Co. VII, L.L.C. (“BCMC VII”), the general partner of BCP AIV, BFF VII and BFF VII-B, may be deemed to have sole voting and investment power over shares held by BCP AIV. Matthew R. Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, and Mitchell H. Lasky are the managing members of BCMC VII. The Benchmark entities may make in-kind distributions of securities to its general and limited partners pursuant to its partnership agreement, and thereafter, the securities may be sold or distributed in-kind to the general or limited partners’ partners, members, shareholders or other equityholders. |
(14) | The business address of The Bruce & Elizabeth Dunlevie Living Trust (the “Dunlevie Living Trust”) is 2965 Woodside Road, Woodside, CA 94062. Bruce W. Dunlevie may be deemed a beneficial owner of the shares of the Company as held by The Dunlevie Living Trust and BCP AIV. Bruce Dunlevie is a member of WeWork’s board of directors. Bruce Dunlevie and Elizabeth Dunlevie are the trustees of the Dunlevie Living Trust. The Dunlevie Living Trust may make in-kind distributions of securities to its beneficiaries pursuant to its trust agreement, and the securities may be distributed in-kind or sold by the beneficiaries thereafter. |
(15) | The business address of Benhurst Investment Company, LLC is 4750 Owings Mills Blvd, Owings Mills, MD 2117. The controlling person of the selling securityholder is Lawrence M. Macks. |
(16) | The business address of Centaurus Capital LP is 1717 West Loop South, Suite 1800, Houston, TX 77027. |
(17) | The business address of Citrin Family Foundation is 155 Danielson Drive, Aspen CO 81611. Jeffrey B. Citrin is the controlling person of the selling securityholder. |
(18) | Deven Parekh is both Managing Director at Insight Partners, and a director of the Company. Shares are held of record by Insight Partners (Cayman) XII, L.P., Insight Partners (Delaware) XII, L.P., Insight Partners (EU) XII, S.C.Sp., Insight Partners XII (Co-Investors) (B), L.P., Insight Partners XII (Co-Investors), L.P. and Insight Partners XII, L.P. (collectively, “Fund XII”). The general partner of Insight Partners (Cayman) XII, L.P., Insight Partners (Delaware) XII, L.P., Insight Partners XII (Co-Investors) (B), L.P., Insight Partners XII (Co-Investors), L.P. and Insight Partners XII, L.P. is Insight Associates XII, L.P. The general partner of Insight Associates XII, L.P. is Insight Associates XII, Ltd. The general partner of Insight Partners (EU) XII, S.C.Sp is Insight Associates (EU) XII, S.à.r.l. Each of Insight Associates XII, Ltd. and (2) Insight Associates (EU) XII, S.à.r.l. are entirely owned by Insight Holdings Group, LLC. Each of Jeffrey L. Horing, Deven Parekh, Jeffrey Lieberman and Michael Triplett is a member of the board of managers of Insight Holdings Group, LLC. While the board of managers controls Insight Holdings Group, LLC, certain matters are decided solely by Jeffrey Horing, including the sale of Insight Holdings Group, LLC. The foregoing is not an admission by Insight Associates XII, L.P., Insight Associates XII, Ltd., Insight Associates (EU) XII, S.à.r.l., Jeffrey Horing or Insight Holdings Group, LLC that it is the beneficial owner of the shares held by Fund XII. The address for the foregoing entities is 1114 Avenue of the Americas, 36th Floor, New York, NY 10036. |
(19) | John James Cadeddu is the registered holder of the registrable securities. |
(20) | The business address of Benvolio Ventures LLC—Series WeWork is 3 Columbus Circle, Suite 2120, New York, NY 10019. Benvolio Group LLC is the controlling entity of the selling securityholder. Lew Frankfort, Sam Frankfort and ErnestOdinec are controlling persons of the controlling entity. Lew Frankfort was a member of the board of directors of WeWork Inc. from March 2014 until October 2021. |
(21) | The business address of Frankfort Family Trust DTD 11/11/2003 is 3 Columbus Circle, Suite 2120, New York, NY 10019. Lew Frankfort was a member of the board of directors of WeWork Inc. from March 2014 until October 2021. Roberta Frankfort is the trustee of the Frankfort Family Trust DTD 11/11/2003. |
(22) | Alex Clavel sits in a board seat allocated to SVF II WW Holdings (Cayman) Limited and acts as a director on the board of WeWork Inc. SVF II WW Holdings (Cayman) Limited is the security holder of record. SoftBank, which is a publicly traded company listed on |
(23) | Securities held of record by SVF Endurance (Cayman) Limited (“SVFE”). SVFE is a wholly owned subsidiary of SoftBank Vision Fund (AIV M1) L.P. (“SVF”). SB Investment Advisers (UK) Limited (“SBIA UK”) has been appointed as alternative investment fund manager (“AIFM”) and is responsible for managing SVF in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of SVF, SBIA UK is exclusively responsible for making all decisions related to the acquisition, structuring, financing, voting and disposal of SVF’s investments. Rajeev Misra, Saleh Romeih and Neil Andrew Hadley are the directors of SBIA UK. Each of them disclaims any such beneficial ownership. The business address of SVF Endurance (Cayman) Limited is c/o Walkers Corp Ltd., 190 Elgin Avenue George Town, Grand Cayman KY1-9008 Cayman Islands. The business address of SVF is 251 Little Falls Drive, Wilmington, DE 19808. The business address of SBIA UK is 69 Grosvenor Street, London W1K 3JP, England, United Kingdom. |
(24) | Alex Clavel sits in a board seat allocated to SVF II WW Holdings (Cayman) Limited and acts as a director on the board of WeWork Inc. SVF II WW (DE) LLC is the security holder of record. SoftBank, 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 responsible for making final decisions related to the acquisitions, 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. Alex Clavel, Yoshimitsu Goto, Navneet Govil, Timothy A. Mackey and Gyu Hak Moon are the directors of SB Global Advisers Limited. As a result of these relationships, each of these entities and individuals may be deemed to share beneficial ownership of the securities held of record by SVF II WW (DE) LLC. Each of them disclaims any such beneficial ownership. The business address for each of SVF II WW (DE) LLC and SVF II Holdings (DE) LLC is 251 Little Falls Drive, Wilmington, DE 19808. The business address of SVF II Aggregator (Jersey) L.P. and SoftBank Vision Fund II-2 L.P. is Crestbridge Limited, 47 Esplanade, St. Helier, Jersey, JE1 0BD. The business address of SB Global Advisers Limited is 69 Grosvenor Street, London W1K 3JP, England, United Kingdom. The business address of SoftBank is 1-7-1, Kaigan, Minato-ku Tokyo 105-7537 Japan. |
(25) | Alex Clavel sits in a board seat allocated to SVF II WW Holdings (Cayman) Limited and acts as a director on the board of WeWork Inc. SVF II Aggregator (Jersey) L.P. is the security holder of record. SoftBank, 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 responsible for making final decisions related to the acquisitions, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.’s investments, including as held by SVF II Aggregator (Jersey) L.P. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P. Alex Clavel, Yoshimitsu Goto, Navneet Govil, Timothy A. Mackey and Gyu Hak Moon are the directors of SB Global Advisers Limited. As a result of these relationships, each of these entities and individuals may be deemed to share beneficial ownership of the securities held of record by SVF II Aggregator (Jersey) L.P. Each of them disclaims any such beneficial ownership. The business address of SVF II Aggregator (Jersey) L.P. and SoftBank Vision Fund II-2 L.P. is Crestbridge Limited, 47 Esplanade, St. Helier, Jersey, JE1 0BD. The business address of SB Global Advisers Limited is 69 Grosvenor Street, London W1K 3JP, England, United Kingdom. |
(26) | The business address of DTZ Worldwide Limited is 225 W. Wacker Dr., Suite 3000, Chicago, IL 60606. On August 9, 2021, an affiliate of the selling securityholder and WeWork entered into an exclusive strategic partnership to market both landlords and businesses on WeWork’s management experience platform and on new jointly developed solutions. Additionally, as part of the selling securityholder’s investment in WeWork it has a nonvoting board observer seat. Cushman & Wakefield Plc is the publicly held parent entity of DTZ Worldwide Limited. |
(27) | These accounts are managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. |
(28) | The business address of RingCentral, Inc. is 20 Davis Drive, Belmont, CA 94002. |
(29) | Includes 680,625 shares of Class A Common stock and 1,165,999 shares issuable upon the exercise of warrants. The business address of TOCU XXXIII LLC and GCCU VIII LLC is 650 Newport Center Drive, Newport Beach, CA 92660. PIMCO Investments LLC is a broker-dealer subsidiary of Pacific Investment Management Company LLC, the investment manager of the selling securityholders. Michelle Wilson-Clarke and Julie O’Hara are the controlling persons of the selling securityholders. PIMCO Investments LLC is a broker-dealer subsidiary of Pacific Investment Management Company LLC, the investment manager of the selling securityholders. |
(30) | The business address of Empire-Star Global Limited is 6F, South Tower C, Raycom Info Tech Park, No.2, Ke Xue Yuan Nanlu, Haidain District, Beijing China.Zhao John Huan, Xu Minsheng, and Cao Yonggang are controlling persons of the selling securityholder. |
(31) | The business address of Oceanwide Holdings International Capital Investment Co., Ltd. Is Floor 21, Tower C, Minsheng Financial Center, 28 Jianguomennel Avenue, Beijing, China. Oceanwide Holdings Co., Ltd. (SZ 000046) is the controlling entity of the selling securityholder. |
(32) | The business address of Hui Ding Capital Co., Limited is 20F, 100 East Yan’an Road, Shanghai, China |
(33) | Includes (i) 4,578,489 shares held by Mr. Ranadivé, (ii) 42,460 shares over which Mr. Ranadivé has the right to acquire dispositive power upon the vesting of RSUs as of or within 60 days after May 5, 2023 and (iii) 2,606,582 shares issuable to Vivek Ranadivé TTEE Vivek Ranadivé 2004 Trust, a trust for the benefit of Mr. Ranadivé, upon the exercise of warrants. Vivek Ranadivé served as the Co-CEO and Chairman of Legacy BowX until the completion of the Business Combination. He now serves as a Director of WeWork. |
(34) | Includes (i) 1,050,625 shares held by Murray D. Rode and Susan M. Berry, as Trustees of The Rode-Berry Family Trust DTD 09/20/06, a trust for the benefit of Mr. Rode and his family and (ii) 38,673 shares issuable to Mr. Rode upon the exercise of warrants. Murray Rode was the Co-CEO & CFO of Legacy BowX. prior to the completion of the Business Combination. |
(35) | Includes 379,194 shares of Class A Common Stock and 309,387 shares issuable upon the exercise of warrants. |
(36) | Includes 187,797 shares of Class A Common Stock and 154,693 shares issuable upon the exercise of warrants. |
(37) | Eric C.W. Dunn previously served as a Director to Legacy BowX., a predecessor of the Company. |
(38) | Lori Amber Wright previously served as a Director to Legacy BowX, a predecessor of the Company. |
(39) | Adam Neumann was the former Chief Executive Officer and a board member of Legacy WeWork. Mr. Neumann has a right to observe board meetings in the future as described elsewhere in this prospectus; and is also a greater than 5% shareholder of WeWork. |
(40) | Nick Worswick was a former employee of Legacy WeWork. |
(41) | Arthur Minson was the former Chief Financial Officer and former co-Chief Executive Officer of Legacy WeWork. |
(42) | Michael Gross was a former employee of Legacy WeWork. |
(43) | Zvika Shachar was a former employee of Legacy WeWork. |
(44) | Peter Greenspan is the Global Head of Real Estate of WeWork. Represents (i) 22,645 shares over which Mr. Greenspan has dispositive power and (ii) 46,681 shares over which Mr. Greenspan has the right to acquire dispositive power upon the exercise of stock options exercisable as of or within 60 days after May 5, 2023. |
(45) | Anthony Yazbeck is the President and Chief Operating Officer of WeWork. Represents (i) 209,144 shares over which Mr. Yazbeck has dispositive power and (ii) 188,835 shares over which Mr. Yazbeck has the right to acquire dispositive power upon the exercise of stock options exercisable as of or within 60 days after May 5, 2023. |
(46) | Kurt Wehner is the Chief Accounting Officer of WeWork. |
(47) | Lauren Fritts is the Chief Corporate Affairs & Marketing Officer of WeWork. Represents (i) 28,284 shares over which Ms. Fritts has dispositive power and (ii) 94,875 shares over which Ms. Fritts has the right to acquire dispositive power upon the exercise of stock options exercisable as of or within 60 days after May 5, 2023. |
(48) | Sandeep Mathrani is the Chief Executive Officer and a Director of WeWork. Represents (i) 621,581 shares over which Mr. Mathrani has dispositive power and (ii) 1,239,285 shares over which Mr. Mathrani has the right to acquire dispositive power upon the exercise of stock options exercisable as of or within 60 days after May 5, 2023. |
(49) | The business address of EMS Equities Ltd. is c/o EMS Capital LP, 767 5th Avenue, 46th Fl., New York, NY 10153. |
(50) | Mr. Williams is an employee of the Company. Represents (i) 7,578 shares over which Mr. Williams has dispositive power, (ii) 10,462 shares over which Mr. Williams has the right to acquire dispositive power upon the exercise of stock options exercisable as of or within 60 days after May 5, 2023, and (iii) 70 shares over which Mr. Williams has the right to acquire dispositive power upon the vesting of RSUs as of or within 60 days after May 5, 2023. |
(51) | Mr. Clark is an employee of the Company. |
(52) | Ms. Catalano currently serves as Chief People Officer of the Company. Represents (i) 58,876 shares over which Ms. Catalano has dispositive power and (ii) 8,260 shares over which Ms. Catalano has the right to acquire dispositive power upon the exercise of stock options exercisable as of or within 60 days after May 5, 2023. |
(53) | Mr. Fernandez currently serves as Chief Financial Officer of the Company. |
(54) | Ms. Swidler currently serves as Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary of the Company. Represents (i) 21,067 shares over which Ms. Swidler has dispositive power and (ii) 30,156 shares over which Ms. Swidler has the right to acquire dispositive power upon the exercise of stock options exercisable as of or within 60 days after May 5, 2023. |
(55) | Consists of (i) 2,268,000 shares of Class A Common Stock held by King Street Global Drawdown Overflow Fund, L.P., (ii) 12,180,780 shares of Class A Common Stock held by KSGDF Holdings II, L.L.C., (iii) 972,000 shares of Class A Common Stock held by Rockford Tower Credit Funding I, Ltd., (iv) 16,512,822 shares of Class A Common Stock held by King Street Capital Master Fund, Ltd., (v) 9,933,192 shares of Class A Common Stock held by King Street Capital, L.P., (vi) 620,946 shares of Class A Common Stock held by King Street Europe Master Fund, Ltd., and (vii) 10,430,856 shares of Class A Common Stock held by King Street Global Drawdown Fund, L.P. (collectively, the “King Street Funds”). King Street Capital Management, L.P. (“KSCM”) may be deemed to have beneficially owned, and to share voting and dispositive power over, a total of 51,946,596 shares of Class A Common Stock. Rockford Tower Capital Management, L.L.C. (“RTCM”) may be deemed to have beneficially owned, and to share voting and dispositive power over, a total of 972,000 shares of Class A Common Stock. King Street Capital Management GP, L.L.C. (“KSCM GP”) and Brian J. Higgins may be deemed to have beneficially owned, and to share voting and dispositive power over, the Class A Common Stock that may be deemed to have been beneficially owned by KSCM and RTCM. The business address of the King Street Funds, KSCM, RTCM, KSCM GP and Mr. Higgins is 299 Park Avenue, 40th Floor, New York, NY 10171. |
(56) | Consists of (i) 105,300 shares of Class A Common Stock held by Capital World Bond Fund, (ii) 10,644,210 shares of Class A Common Stock held by American High-Income Trust, (iii) 117,450 shares of Class A Common Stock held by Capital Group Global High – Income Opportunities (LUX), (iv) 3,462,750 shares of Class A Common Stock held by Capital Group Multi-Sector – Income Fund (LUX), (v) 10,530 shares of Class A Common Stock held by Capital Group UK - Global – High Income Opportunities, (vi) 12,960 shares of Class A Common Stock held by Capital Group US High Yield Fund (LUX), (vii) 18,630 shares of Class A Common Stock held by Capital Group Core Plus – Total Return Trust (US), (viii) 24,300 shares of Class A Common Stock held by the Board of Administration of the Water and Power Employees' Retirement, Disability and Death Benefits Insurance Plan on behalf of the Water |
(57) | Consists of (i) 324,810 shares of Class A Common Stock held by SEI Global Master Fund Plc the SEI High Yield Fixed Income Fund, (ii) 171,720 shares of Class A Common Stock held by U.S. High Yield Bond Fund, (iii) 313,470 shares of Class A Common Stock held by SC CREDIT OPPORTUNITIES MANDATE, LLC, (iv) 178,200 shares of Class A Common Stock held by Panther BCM LLC Class B, (v) 943,164 shares of Class A Common Stock held by Teachers' Retirement System of the City of New York, (vi) 765,450 shares of Class A Common Stock held by New York City Police Pension Fund, Subchapter 2, (vii) 203,310 shares of Class A Common Stock held by New York City Fire Department Pension Fund, Subchapter Two, (viii) 299,700 shares of Class A Common Stock held by Panther BCM LLC, (ix) 121,500 shares of Class A Common Stock held by Brigade-SierraBravo Fund LP, (x) 1,014,120 shares of Class A Common Stock held by Mediolanum Best Brands, (xi) 375,030 shares of Class A Common Stock held by Mediolanum Strategia Globale Multi Bond, (xii) 372,600 shares of Class A Common Stock held by Brigade Leveraged Capital Structures Fund Ltd., (xiii) 983,340 shares of Class A Common Stock held by Los Angeles County Employees Retirement Association, (xiv) 89,100 shares of Class A Common Stock held by JPMorgan Funds – Multi-Manager Alternatives Fund, (xv) 123,930 shares of Class A Common Stock held by JPMorgan Chase Retirement Plan Brigade, (xvi) 288,360 shares of Class A Common Stock held by Goldman Sachs Trust II – Goldman Sachs Multi-Manager Non-Core Fixed Income Fund, (xvii) 158,760 shares of Class A Common Stock held by Northrop Grunman Pension Master Trust, (xviii) 590,490 shares of Class A Common Stock held by FedEx Corporation Employees' Pension Trust, (xix) 121,500 shares of Class A Common Stock held by City of Phoenix Employees' Retirement Plan, (xx) 359,640 shares of Class A Common Stock held by Brigade Debt Funding II, Ltd., (xxi) 450,360 shares of Class A Common Stock held by Brigade Debt Funding I, Ltd., (xxii) 422,010 shares of Class A Common Stock held by Platinum Peregrine A 2012 RSC Limited, (xxiii) 127,170 shares of Class A Common Stock held by Big River Group Fund SPC LLC, (xxiv) 413,100 shares of Class A Common Stock held by Brigade High Yield Fund Ltd., (xxv) 200,070 shares of Class A Common Stock held by Brigade Collective |
(58) | Sculptor Capital LP (“Sculptor”), a Delaware limited partnership, is the investment adviser to Sculptor Master Fund, Ltd. (“SCMF”) and Sculptor Credit Opportunities Master Fund, Ltd. (“SCCO”) and thus may be deemed a beneficial owner of the shares in the accounts managed by Sculptor. Sculptor Capital II LP (“Sculptor II”), a Delaware limited partnership, is the investment adviser to Sculptor SC II, LP (“SCII”), and thus may be deemed a beneficial owner of the shares in the accounts managed by Sculptor II. Sculptor Capital Holding Corporation, a Delaware corporation (“SCHC”), serves as the sole general partner of Sculptor and Sculptor II. As such, SCHC may be deemed to control Sculptor and Sculptor II and, therefore, may be deemed a beneficial owner of the shares in the accounts managed by Sculptor and Sculptor II. Sculptor Capital Management, Inc. (“SCU”), a Delaware corporation, is the sole shareholder of SCHC, and may be deemed a beneficial owner of the shares in the accounts managed by Sculptor and Sculptor II. The business address of SCCO, SCII, Sculptor, Sculptor II, SCHC, SCMF and SCU is 9 West 57 Street, 39 Floor, New York, NY 10019. |
(59) | Consists of (i) 14,625,344 shares of Class A Common Stock held by Aristeia Master, L.P., (ii) 987,724 shares of Class A Common Stock held by ASIG International Ltd., (iii) 6,387,340 shares of Class A Common Stock held by Blue Peak Limited, (iv) 1,039,000 shares of Class A Common Stock held by DS Liquid Div RVA ARST, LLC, and (v) 913,890 shares of Class A Common Stock held by Windermere Cayman Fund Limited (the “Aristeia Funds”). Aristeia Capital, L.L.C. and Aristeia Advisors, L.L.C. (collectively, “Aristeia”) may be deemed the beneficial owners of the securities described herein in their capacity as the investment manager and/or general partner, as the case may be, of the Aristeia Funds. As investment manager and/or general partner of each Aristeia Fund, Aristeia has voting and investment control with respect to the securities held by each Aristeia Fund. Anthony M. Frascella and William R. Techar are the co-Chief Investment Officers of Aristeia. Each of Aristeia and such individuals disclaims beneficial ownership of the securities referenced herein except to the extent of its or his direct or indirect economic interest in the Aristeia Funds. The business address for Aristeia, the Aristeia Funds, Anthony M. Frascella and William R. Techar is One Greenwich Plaza, Suite 300, Greenwich, CT 06830. |
(60) | Consists of (i) 3,148,308 shares of Class A Common Stock held by Silver Point Capital Fund, L.P. and 972 shares of Class A Common Stock that are expected to be delivered to Silver Point Capital Fund, L.P. pursuant to a binding agreement, (ii) 7,708,446 shares of Class A Common Stock held by Silver Point Capital Offshore Master Fund, L.P. and 2,106 shares of Class A Common Stock that are expected to be delivered to Silver Point Capital Offshore Master Fund, L.P. pursuant to a binding agreement, (iii) 1,435,644 shares of Class A Common Stock held by Silver Point Distressed Opportunity Institutional Partners, L.P. , and (iv) 540,918 shares of Class A Common Stock held by Silver Point Distressed Opportunity Institutional Partners Master Fund (Offshore), L.P. (collectively, the “Silver Point Funds”). The Silver Point Funds are managed by Silver Point Capital, L.P. (“Silver Point”) or its wholly owned subsidiaries. Silver Point Capital Management, LLC (“Management”) is the general partner of Silver Point and as a result may be deemed to be the beneficial owner of the securities held by the Silver Point Funds. Each of Mr. Edward A. Mulé and Mr. Robert J. O’Shea is a member of Management and has voting and investment power with respect to the securities held by the Silver Point Funds and may be deemed to be a beneficial owner of the securities held by the Silver Point Funds. The business address of the Silver Point Funds is Two Greenwich Plaza, Suite 1, Greenwich, CT 06830. |
(61) | The controlling person of the selling securityholder is Badri Krishnamachari. |
| | Warrants | ||||||||||
Name of Selling Securityholder | | | Number Beneficially Owned Prior to Offering | | | Warrants Registered for Sale Hereby | | | Number Beneficially Owned After Offering | | | Percent Owned After Offering |
TOCU XXIII LLC(1) | | | 1,165,999 | | | 1,165,999 | | | — | | | * |
GCCU VIII LLC(1) | | | 1,165,999 | | | 1,165,999 | | | — | | | * |
Vivek Ranadivé TTEE Vivek Ranadivé 2004 Trust(2) | | | 2,606,582 | | | 2,606,582 | | | — | | | * |
Murray Rode(3) | | | 38,673 | | | 38,673 | | | — | | | * |
Daven Patel(35) | | | 309,387 | | | 309,387 | | | — | | | * |
Suraj Jitendra Patel(36) | | | 154,693 | | | 154,693 | | | — | | | * |
Total | | | 5,441,333 | | | 5,441,333 | | | | |
* | Less than one percent. |
(1) | The business address of TOCU XXXIII LLC and GCCU VIII LLC is 650 Newport Center Drive, Newport Beach, CA 92660. PIMCO Investments LLC is a broker-dealer subsidiary of Pacific Investment Management Company LLC, the investment manager of the selling securityholders. Michelle Wilson-Clarke and Julie O’Hara are the controlling persons of the selling securityholders. PIMCO Investments LLC is a broker-dealer subsidiary of Pacific Investment Management Company LLC, the investment manager of the selling securityholders. |
(2) | Vivek Ranadivé is the controlling person of the selling securityholder. He served as the Co-CEO and Chairman of Old BowX until the completion of the Business Combination, and now serves as a Director of WeWork. |
(3) | Murray Rode was the Co-CEO and CFO of BowX Acquisition Corp. prior to the completion of the Business Combination. |
• | on the NYSE, in the over-the-counter market or on any other national securities exchange on which our securities are listed or traded; |
• | in privately negotiated transactions; |
• | in underwritten transactions; |
• | in a block trade in which a broker-dealer will attempt to sell the offered securities as agent but may purchase and resell a portion of the block as principal to facilitate the transaction; |
• | through purchases by a broker-dealer as principal and resale by the broker-dealer for its account pursuant to this prospectus; |
• | in ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | through the writing of options (including put or call options), whether the options are listed on an options exchange or otherwise; |
• | through the distribution for value of the securities by any selling securityholder to its partners, members, stockholders or other equityholders; |
• | in short sales entered into after the effective date of the registration statement of which this prospectus is a part; |
• | by pledge to secured debts and other obligations; |
• | to or through underwriters or agents; |
• | “at the market” or through market makers or into an existing market for the securities; |
• | delayed delivery arrangements; |
• | through trading plans entered into pursuant to Rule 10b5-1 under the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | through a combination of any of the above methods of sale ;or |
• | any other method permitted pursuant to applicable law. |
Item 14. | Other Expenses of Issuance and Distribution. |
| | Amount to be paid | |
SEC registration fee | | | $115,758 |
Legal fees and expenses | | | $90,000 |
Accounting fees and expenses | | | $100,000 |
Printing fees | | | $5,000 |
Miscellaneous | | | — |
Total | | | $310,758 |
Item 15. | Indemnification of Directors and Officers. |
(a) | A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful. |
(b) | A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. |
(c) | (1) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. For indemnification with respect to any act or omission occurring after December 31, 2020, references to “officer” for purposes of paragraphs (c)(1) and (2) of this section shall mean only a person who at the time of such act or omission is deemed to have consented to service by the delivery of process to the registered agent of the corporation pursuant to § 3114(b) of Title 10 (for purposes of this sentence only, treating residents of this State as if they were nonresidents to apply § 3114(b) of Title 10 to this sentence). |
(2) | The corporation may indemnify any other person who is not a present or former director or officer of the corporation against expenses (including attorneys’ fees) actually and reasonably incurred by such person to the extent he or she has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein. |
(d) | Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination, |
(1) | By a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; or |
(2) | By a committee of such directors designated by majority vote of such directors, even though less than a quorum; or |
(3) | If there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or |
(4) | By the stockholders. |
(e) | Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. |
(f) | The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to or repeal or elimination of the certificate of incorporation or the bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred. |
(g) | A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, |
(1) | Exclude from coverage thereunder, and provide that the insurer shall not make any payment for, loss in connection with any claim made against any person arising out of, based upon or attributable to any (i) personal profit or other financial advantage to which such person was not legally entitled or (ii) deliberate criminal or deliberate fraudulent act of such person, or a knowing violation of law by such person, if (in the case of the foregoing paragraph (g)(1)(i) or (ii) of this section) established by a final, nonappealable adjudication in the underlying proceeding in respect of such claim (which shall not include an action or proceeding initiated by the insurer or the insured to determine coverage under the policy), unless and only to the extent such person is entitled to be indemnified therefor under this section; |
(2) | Require that any determination to make a payment under such insurance in respect of a claim against a current director or officer (as defined in paragraph (c)(1) of this section) of the corporation shall be made by an independent claims administrator or in accordance with the provisions of paragraphs (d)(1) through (4) of this section; and |
(3) | Require that, prior to any payment under such insurance in connection with any dismissal or compromise of any action, suit or proceeding brought by or in the right of a corporation as to which notice is required to be given to stockholders, such corporation shall include in such notice that a payment is proposed to be made under such insurance in connection with such dismissal or compromise. |
(h) | For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. |
(i) | For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section. |
(j) | The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. |
(k) | The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees). |
Item 16. | Exhibits. |
Exhibit Number | | | Description |
| | Agreement and Plan of Merger, dated as of March 25, 2021, by and among BowX Acquisition Corporation, BowX Merger Subsidiary Corp. and New WeWork Inc. (formerly known as WeWork Inc.) (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K/A filed on March 30, 2020). | |
| | Second Amended and Restated Certificate of Incorporation of WeWork Inc., dated October 20, 2021 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8/K filed on October 26, 2021). | |
| | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of WeWork Inc., dated April 24, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on April 24, 2023). | |
| | Amended and Restated Bylaws of WeWork Inc., dated as of October 20, 2021 (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on October 26, 2021). | |
| | Warrant Agreement, dated August 4, 2020, between BowX Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to BowX’s Current Report on Form 8-K filed with the SEC on August 10, 2020). | |
| | WeWork Inc. Warrant to Purchase Common Stock, dated as of October 20, 2021, by and between WeWork Inc. and SB WW Holdings (Cayman) Limited (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed on October 26, 2021). | |
| | WeWork Inc. Warrant to Purchase Common Stock, dated as of October 20, 2021, by and between WeWork Inc. and SVF Endurance (Cayman) Limited (incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K filed on October 26, 2021). | |
| | Amended and Restated Registration Rights Agreement, dated as of October 20, 2021, by and among WeWork Inc., BowX Sponsor, LLC and certain stockholders of WeWork Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on October 26, 2021). | |
| | Opinion of Covington & Burling LLP. | |
| | Consent of Covington & Burling LLP (included in Exhibit 5.1). | |
| | Consent of Ernst & Young LLP. | |
| | Power of attorney (included on signature page to this registration statement). | |
| | Filing Fee Table. |
Item 17. | Undertakings. |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(6) | That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(7) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
| | WEWORK INC. | ||||
| | | | |||
| | By: | | | /s/ Sandeep Mathrani | |
| | | | Name: Sandeep Mathrani | ||
| | | | Title: Director and Chief Executive Officer |
Name | | | Title | | | Date |
/s/ Sandeep Mathrani | | | Director and Chief Executive Officer (Principal Executive Officer) | | | May 8, 2023 |
Sandeep Mathrani | | |||||
| | | | |||
/s/ Andre Fernandez | | | Chief Financial Officer (Principal Financial Officer) | | | May 8, 2023 |
Andre Fernandez | | |||||
| | | | |||
/s/ Kurt Wehner | | | Chief Accounting Officer (Principal Accounting Officer) | | | May 8, 2023 |
Kurt Wehner | | |||||
| | | | |||
/s/ Alex Clavel | | | Director | | | May 8, 2023 |
Alex Clavel | | |||||
| | | | |||
/s/ Bruce Dunlevie | | | Director | | | May 8, 2023 |
Bruce Dunlevie | | |||||
| | | | |||
/s/ Daniel Hurwitz | | | Director | | | May 8, 2023 |
Daniel Hurwitz | | |||||
| | | | |||
/s/ Véronique Laury | | | Director | | | May 8, 2023 |
Véronique Laury | | |||||
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