Softbank Vision Fund II 2 L.P. - Jun 11, 2024 Form 4 Insider Report for WeWork Inc. (WE)

Role
10%+ Owner
Signature
SoftBank Vision Fund II-2 L.P., By: SB Global Advisers Limited, its Manager, By: /s/ Alex Clavel, as Director
Stock symbol
WE
Transactions as of
Jun 11, 2024
Transactions value $
-$457,125,000
Form type
4
Date filed
6/13/2024, 09:00 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WE Class A Common Stock Other -35.8M -100% 0 Jun 11, 2024 By SVF II WW Holdings (Cayman) Limited F1, F2, F3
transaction WE Class A Common Stock Other -101K -100% 0 Jun 11, 2024 By SVF II WW (DE) LLC F1, F2, F3
transaction WE Common Stock Other +6.34M 6.34M Jun 11, 2024 By SoftBank Vision Fund II-2 L.P. F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction WE Warrants Other -724K -100% 0 Jun 11, 2024 Class A Common Stock 724K By SVF II WW Holdings (Cayman) Limited F1, F2, F3
transaction WE Warrants Other -126K -100% 0 Jun 11, 2024 Class A Common Stock 126K By SVF II WW (DE) LLC F1, F2, F3
transaction WE Warrants Other -298K -100% 0 Jun 11, 2024 Class A Common Stock 298K By SVF II WW Holdings (Cayman) Limited F1, F2, F3
transaction WE 11.000% Second Lien Exchangeable PIK Notes due 2027 Other -$188M $0 Jun 11, 2024 Class A Common Stock 3.9M By SVF II Aggregator (Jersey) L.P. F2, F3, F5
transaction WE 12.000% Third Lien Exchangeable PIK Notes due 2027 Other -$270M $0 Jun 11, 2024 Class A Common Stock 5.61M By SVF II Aggregator (Jersey) L.P. F2, F3, F5
transaction WE Letters of Credit Other +19.3M 19.3M Jun 11, 2024 Common Stock 19.3M By SoftBank Vision Fund II-2 L.P. F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 6, 2023, the Issuer and certain of its direct and indirect subsidiaries (together with the Issuer, the "Debtors") filed voluntary petitions in the United States Bankruptcy Court for the District of New Jersey (the "Bankruptcy Court"), seeking relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code. On May 30, 2024, the Bankruptcy Court entered an order confirming the Debtors' Third Amended Joint Chapter 11 Plan of Reorganization of WeWork Inc. and its Debtor Subsidiaries (the "Plan"), and on June 11, 2024 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from bankruptcy. On the Effective Date, all outstanding existing shares of Class A common stock (the "Old Common Stock") and warrants, each exercisable for shares of Old Common Stock, were cancelled and extinguished pursuant to the Plan.
F2 Reflects a 1-for-40 reverse stock split effected by the Issuer on September 1, 2023.
F3 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.
F4 Represents shares of the Issuer's new common stock, par value $0.0001 per share ("Common Stock"), issued to SoftBank Vision Fund II-2 L.P. on the Effective Date, pursuant to the Plan, in exchange for debt securities of the Issuer previously held by SoftBank Vision Fund II-2 L.P.
F5 On the Effective Date, pursuant to the Plan, each of the Second Lien Exchangeable Notes and the Third Lien Exchangeable Notes were cancelled.
F6 In connection with drawings in respect of certain letters of credit, the Issuer may transfer to SoftBank Vision Fund II-2 L.P. a number of shares of Common Stock, determined in accordance with a conversion price per share set forth in the Issuer's credit agreement entered into on the Effective Date in connection with the confirmation of the Plan, for a total amount of up to 19,318,943 shares of Common Stock.