| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 17, 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 (collectively, the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), entered into a supplemental indenture (the “First Supplemental Indenture”) to the Base Indenture (as defined below) pursuant to which the Issuers issued $116.7 million in aggregate principal amount of 15.000% First Lien Senior Secured PIK Notes due 2027, Series II (the “New Series II Notes”), and $58.3 million in aggregate principal amount of 15.000% First Lien Senior Secured PIK Notes due 2027, Series III (the “New Series III Notes” and, together with the New Series II Notes, the “New Notes”).
The New Series II Notes were sold to SoftBank Vision Fund II-2 L.P., a limited partnership established in Jersey (“SVF II”), pursuant to that certain Master First Lien Senior Secured PIK Notes Note Purchase Agreement, dated as of May 5, 2023 (as amended, supplemented, waived or otherwise modified from time to time), by and among the Issuers and SVF II. The New Series III Notes were sold to a third party investor (the “Third Party Investor”) pursuant to that certain Securities Purchase and Commitment Agreement, dated as of March 17, 2023 (as amended, supplemented, waived or otherwise modified from time to time), by and among the Issuers, the Company and the Third Party Investor.
The New Notes were issued pursuant to that certain First Lien Senior Secured PIK Notes Indenture, dated as of May 5, 2023 (the “Base Indenture” and the Base Indenture as supplemented or otherwise modified to date, including by the First 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 New Series II Notes were issued as Series II First Lien Notes under the Indenture and are subject to the terms set forth therein. The New Series III Notes were issued as Series III First Lien Notes under the Indenture and are subject to the terms set forth therein. The terms of the New Notes are substantially similar to those of the Issuers’ 15.000% First Lien Senior Secured PIK Notes due 2027, Series I, previously issued.
The New 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 First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete terms of the First 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.
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