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WeWork - Exchange and Consent Offer - Expiration and Final Results

WeWork Announces Expiration and Final Results of the Exchange Offers and Consent Solicitations and Waiver and Satisfaction of the Minimum Participation Condition


02 MAY 2023


Full announcement including disclosures and disclaimers, available via businesswire


"NEW YORK--(BUSINESS WIRE)--WeWork Inc. (“WeWork” or the “Company”) (NYSE: WE) today announced the expiration and final results of the previously announced separate offers to exchange (each an “Exchange Offer” and, together, the “Exchange Offers”) by WeWork Companies LLC (the “Issuer”) and WW Co-Obligor Inc. (the “Co-Obligor” and together with the Issuer, the “Issuers”), each a subsidiary of the Company, any and all of the Issuers’ outstanding 7.875% Senior Notes due 2025 (the “Old 7.875% Notes”) and 5.00% Senior Notes due 2025, Series II (the “Old 5.00% Notes” and, together with the Old 7.875% Notes, the “Old Notes”), for a combination of certain securities as set forth in, and subject to the terms and conditions of, the confidential offering memorandum and consent solicitation statement dated as of April 3, 2023 (as supplemented or otherwise modified from time to time, the “Offering Memorandum”).


As of 5:00 p.m., New York City time, on May 1, 2023 (the “Expiration Time”), the Issuers received from Eligible Holders (as defined in the Offering Memorandum) valid and unrevoked tenders and related consents, as reported by Epiq Corporate Restructuring, LLC (the “Exchange Agent”), representing 85.9% of the aggregate principal amount of Old Notes outstanding, as follows: (i) $506.9 million with respect to the Old 7.875% Notes, representing 75.8% of the aggregate principal amount thereof outstanding, and (ii) $540.7 million with respect to the Old 5.00% Notes, representing 98.3% of the aggregate principal amount thereof outstanding, as further specified in the table below. Assuming the receipt in full of the required funding in the New First Lien Notes Issuance (as defined in the Offering Memorandum) from each New Money Participant (as defined in the Offering Memorandum) by the applicable Funding Date (as defined in the Offering Memorandum), and subject to the terms and conditions set forth in the Offering Memorandum, the Issuers and the Company, as applicable, expect to issue on the Settlement Date (as defined below) the following securities as part of the aggregate Exchange Consideration (as defined in the Offering Memorandum) with respect to the Old Notes tendered by the Expiration Time: $704.6 million in aggregate principal amount of New Second Lien Notes (as defined in the Offering Memorandum), $23.5 million in aggregate principal amount of New Third Lien Notes (as defined in the Offering Memorandum) and 232.0 million shares of Class A Common Stock (as defined in the Offering Memorandum). In addition, approximately $400.0 million in aggregate principal amount of New First Lien Notes (as defined in the Offering Memorandum) were subscribed in the concurrent New First Lien Notes Issuance by certain Eligible Holders. Pursuant to the Backstop Commitment Agreement, dated as of March 17, 2023, the Backstop Parties (as defined in the Offering Memorandum) have committed to fund any shortfall in the New First Lien Notes Issuance, such that the Issuers expect to issue and sell $500.0 million of New First Lien Notes on the Settlement Date.




In addition, as previously announced, as of 5.00 p.m., New York City time, on April 14, 2023, the Issuers received the requisite number of consents in the concurrent consent solicitations (the “Consent Solicitations”) from holders of Old 7.875% Notes and Old 5.00% Notes to adopt certain proposed amendments (the “Proposed Amendments”) to the Senior Notes Indenture, dated as of April 30, 2018, governing the Old 7.875% Notes (the “2018 Indenture”), and the Amended and Restated Senior Notes Indenture, dated as of December 16, 2021, governing the Old 5.00% Notes (the “2021 Indenture” and together with the 2018 Indenture, the “Old Notes Indentures”), to eliminate substantially all of the restrictive covenants contained in the Old Notes Indentures and the Old Notes, eliminate certain events of default, modify covenants regarding mergers and consolidations and modify or eliminate certain other provisions, including certain provisions relating to future guarantors and defeasance, in each case upon the terms and subject to the conditions set forth in the Offering Memorandum. The Issuers previously entered into supplemental indentures with the applicable trustee and the guarantors party thereto to reflect the Proposed Amendments, but the Proposed Amendments will become operative only upon the consummation of the Exchange Offers on the Settlement Date.


Further, the Company today announced that the Issuers have waived the Minimum Participation Condition (as defined in the Offering Memorandum) applicable to the Old 7.875% Notes. The Minimum Participation Condition originally required that a minimum of 90% of the aggregate principal amount outstanding of each series of Old Notes be validly tendered (and not validly withdrawn) prior to the Expiration Time. As disclosed in this press release, 75.8% of the aggregate principal amount of Old 7.875% Notes outstanding and 98.3% of the aggregate principal amount of Old 5.00% Notes outstanding have been validly tendered (and not validly withdrawn) by the Expiration Time. In addition, as previously announced, on April 24, 2023, the Stockholder Approval Condition (as defined in the Offering Memorandum) was satisfied. The consummation of each of the Exchange Offers, the Consent Solicitations and the New First Lien Notes Issuance on the Settlement Date remains subject to the satisfaction of the General Conditions (as defined in the Offering Memorandum). Subject to applicable law, the Issuers may amend, extend, terminate or withdraw one of the Exchange Offers and related Consent Solicitation without amending, extending, terminating or withdrawing the other, at any time and for any reason, including if any of the conditions set forth under “Conditions to the Exchange Offers and the Consent Solicitations” in the Offering Memorandum with respect to the applicable Exchange Offer is not satisfied as determined by the Issuers in their sole discretion.


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WeWork Announces Early Tender Results of the Exchange Offers and Consent Solicitations and Changes to the Late Exchange Consideration


17 APRIL 2023


Full announcement including disclosures and disclaimers, available via businesswire



"NEW YORK--(BUSINESS WIRE)--WeWork Inc. (“WeWork” or the “Company”) (NYSE: WE) today announced the early tender results of the previously announced separate offers to exchange (each an “Exchange Offer” and, together, the “Exchange Offers”) by WeWork Companies LLC (the “Issuer”) and WW Co-Obligor Inc. (the “Co-Obligor” and together with the Issuer, the “Issuers”), each a subsidiary of the Company, any and all of the Issuers’ outstanding 7.875% Senior Notes due 2025 (the “Old 7.875% Notes”) and 5.00% Senior Notes due 2025, Series II (the “Old 5.00% Notes” and, together with the Old 7.875% Notes, the “Old Notes”), for a combination of certain securities as set forth in, and subject to the terms and conditions of, the offering memorandum and consent solicitation statement dated as of April 3, 2023 (as supplemented or otherwise modified from time to time, the “Offering Memorandum”).


As of 5:00 p.m., New York City time, on April 14, 2023 (the “Early Exchange Time”), the Issuers received from Eligible Holders (as defined herein) valid and unrevoked tenders and related consents, as reported by Epiq Corporate Restructuring, LLC (the “Exchange Agent”), representing 85.7% of the aggregate principal amount of Old Notes outstanding, as follows: (i) $505.6 million with respect to the Old 7.875% Notes, representing 75.6% of the aggregate principal amount thereof outstanding, and (ii) $539.2 million with respect to the Old 5.00% Notes, representing 98.0% of the aggregate principal amount thereof outstanding, as further specified in the table below. The Early Exchange Consideration (as defined in the Offering Memorandum) with respect to the Old Notes tendered by the Early Exchange Time represents $703.7 million in aggregate principal amount of New Second Lien Notes (as defined in the Offering Memorandum), $23.2 million in aggregate principal amount of New Third Lien Notes (as defined in the Offering Memorandum) and 230.7 millions of Class A Common Stock (as defined in the Offering Memorandum). In addition, approximately $399.6 million in aggregate principal amount of New First Lien Notes (as defined in the Offering Memorandum) were subscribed in the concurrent New First Lien Notes Issuance (as defined in the Offering Memorandum) by certain Eligible Holders."


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"In addition, as of the Early Exchange Time, the Issuers received the requisite number of consents in the concurrent consent solicitations (the “Consent Solicitations”) from holders of Old 7.875% Notes and Old 5.00% Notes to adopt certain proposed amendments (the “Proposed Amendments”) to the Senior Notes Indenture, dated as of April 30, 2018, governing the Old 7.875% Notes (the “2018 Indenture”), and the Amended and Restated Senior Notes Indenture, dated as of December 16, 2021, governing the Old 5.00% Notes (the “2021 Indenture” and together with the 2018 Indenture, the “Old Notes Indentures”), to eliminate substantially all of the restrictive covenants contained in the Old Notes Indentures and the Old Notes, eliminate certain events of default, modify covenants regarding mergers and consolidations and modify or eliminate certain other provisions, including certain provisions relating to future guarantors and defeasance, in each case upon the terms and subject to the conditions set forth in the Offering Memorandum. The Issuers entered into supplemental indentures with the applicable trustee and the guarantors party thereto to reflect the Proposed Amendments, but the Proposed Amendments will become operative only upon the consummation of the Exchange Offers on the Settlement Date.


Further, the Issuers are changing the Late Exchange Consideration (as defined in the Offering Memorandum) available to Eligible Holders who validly tender (and do not validly withdraw) Old Notes after the Early Exchange Time and before the Expiration Time (as defined below). The Late Exchange Consideration will now be the same as the Early Exchange Consideration, such that Eligible Holders who validly tender their Old Notes after the Early Exchange Time and prior to the Expiration Time will receive the same consideration as Eligible Holders who validly tendered (and have not validly withdrawn) Old Notes prior to the Early Exchange Time, as further set forth in the Offering Memorandum."

 

WeWork Announces Commencement of Exchange Offers and Consent Solicitations for Outstanding 7.875% Senior Notes due 2025 and 5.00% Senior Notes due 2025, Series II


03 APRIL 2023


Full announcement including disclosures and disclaimers, available via businesswire


"NEW YORK--(BUSINESS WIRE)--WeWork Inc. (“WeWork” or the “Company”) (NYSE: WE) today announced that WeWork Companies LLC (the “Issuer”) and WW Co-Obligor Inc. (the “Co-Obligor” and together with the Issuer, the “Issuers”), each a subsidiary of the Company, have commenced separate offers to exchange (each an “Exchange Offer” and, together, the “Exchange Offers”) any and all of the outstanding Issuers’ 7.875% Senior Notes due 2025 (the “Old 7.875% Notes”) and 5.00% Senior Notes due 2025, Series II (the “Old 5.00% Notes” and together with the Old 7.875% Notes, the “Old Notes”) for either (a) if Eligible Holders (as defined below) elect to purchase their applicable Pro Rata Portion (as defined below) of $500.0 million in aggregate principal amount of new 15.00% (7.00% Cash/8.00% PIK) First Lien Senior Secured PIK Notes due 2027 (the “New First Lien Notes” and the issuance thereof, the “New First Lien Notes Issuance”) issued by the Issuers (such Eligible Holders, the “New Money Participants”), at their option, (x) a combination of new 11.00% (5.00% Cash/6.00% PIK) Second Lien Senior Secured PIK Notes due 2027 (the “New Second Lien Notes”) issued by the Issuers and shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company (the “First Option Consideration”) or (y) shares of Class A Common Stock (the “Second Option Consideration”) or (b) if Eligible Holders do not elect to purchase their applicable Pro Rata Portion of New First Lien Notes (such Eligible Holders, the “Non-New Money Participants”), at their option, (x) a combination of new 12.00% Third Lien Senior Secured PIK Notes due 2027 (the “New Third Lien Notes” and together with the New First Lien Notes and the New Second Lien Notes, the “New Notes” and the New Notes together with the Class A Common Stock issued in the Exchange Offers, the “Securities”) issued by the Issuers and shares of Class A Common Stock (the “Third Option Consideration”) or (y) shares of Class A Common Stock (the “Fourth Option Consideration” and together with the First Option Consideration, the Second Option Consideration and the Third Option Consideration, the “Exchange Consideration”), as described in further detail below.


In addition, the Issuers are soliciting consents (“Consents”) from Eligible Holders of the Old Notes to adopt certain proposed amendments (the “Proposed Amendments”) to the Senior Notes Indenture, dated as of April 30, 2018, governing the Old 7.875% Notes (the “2018 Indenture”), and the Amended and Restated Senior Notes Indenture, dated as of December 16, 2021, governing the Old 5.00% Notes (the “2021 Indenture” and together with the 2018 Indenture, the “Old Notes Indentures”), to eliminate substantially all of the restrictive covenants contained in the Old Notes Indentures and the Old Notes, eliminate certain events of default, modify covenants regarding mergers and consolidations and modify or eliminate certain other provisions, including certain provisions relating to future guarantors and defeasance (the “Consent Solicitations”), in each case upon the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement, dated April 3, 2023 (the “Offering Memorandum”).


Certain holders representing approximately 57% of the aggregate principal amount of the Old 7.875% Notes and approximately 68% of the aggregate principal amount of the Old 5.00% Notes have already agreed to tender their Old Notes in the Exchange Offers and provide their consent to support the Proposed Amendments in the Consent Solicitations. Therefore, the Company received advance commitments from a sufficient number of holders of Old Notes for the adoption of the Proposed Amendments, assuming the consummation of the Exchange Offers and the Consent Solicitations."


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