WeWork - Exchange and Consent Offer - Launch

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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