0000899243-23-012479.txt : 20230509
0000899243-23-012479.hdr.sgml : 20230509
20230509213011
ACCESSION NUMBER: 0000899243-23-012479
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230505
FILED AS OF DATE: 20230509
DATE AS OF CHANGE: 20230509
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SOFTBANK GROUP CORP.
CENTRAL INDEX KEY: 0001065521
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39419
FILM NUMBER: 23904049
BUSINESS ADDRESS:
STREET 1: 1-7-1 KAIGAN
STREET 2: MINATO-KU
CITY: TOKYO
STATE: M0
ZIP: 105-7537
BUSINESS PHONE: 01181368892260
MAIL ADDRESS:
STREET 1: 1-7-1 KAIGAN
STREET 2: MINATO-KU
CITY: TOKYO
STATE: M0
ZIP: 105-7537
FORMER NAME:
FORMER CONFORMED NAME: SOFTBANK GROUP CORP
DATE OF NAME CHANGE: 20150702
FORMER NAME:
FORMER CONFORMED NAME: SOFTBANK CORP
DATE OF NAME CHANGE: 19980708
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SOFTBANK VISION FUND II-2 L.P.
CENTRAL INDEX KEY: 0001787613
STATE OF INCORPORATION: Y9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39419
FILM NUMBER: 23904050
BUSINESS ADDRESS:
STREET 1: AZTEC GROUP HOUSE 11-15 SEATON PLACE
CITY: ST HELIER
STATE: Y9
ZIP: JE4 0QH
BUSINESS PHONE: 44 1534 833000
MAIL ADDRESS:
STREET 1: AZTEC GROUP HOUSE 11-15 SEATON PLACE
CITY: ST HELIER
STATE: Y9
ZIP: JE4 0QH
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SVF II Aggregator (Jersey) L.P.
CENTRAL INDEX KEY: 0001883559
STATE OF INCORPORATION: Y9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39419
FILM NUMBER: 23904051
BUSINESS ADDRESS:
STREET 1: AZTEC GROUP HOUSE 11-15
STREET 2: SEATON PLACE
CITY: ST HELIER
STATE: Y9
ZIP: Y9 JE4 0QH
BUSINESS PHONE: (650) 281-4473
MAIL ADDRESS:
STREET 1: AZTEC GROUP HOUSE 11-15
STREET 2: SEATON PLACE
CITY: ST HELIER
STATE: Y9
ZIP: Y9 JE4 0QH
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SVF II WW (DE) LLC
CENTRAL INDEX KEY: 0001890179
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39419
FILM NUMBER: 23904047
BUSINESS ADDRESS:
STREET 1: 251 LITTLE FALLS DRIVE
CITY: WILMINGTON
STATE: DE
ZIP: 19808
BUSINESS PHONE: 650-562-8100
MAIL ADDRESS:
STREET 1: 251 LITTLE FALLS DRIVE
CITY: WILMINGTON
STATE: DE
ZIP: 19808
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SB Global Advisers Ltd
CENTRAL INDEX KEY: 0001883884
STATE OF INCORPORATION: X0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39419
FILM NUMBER: 23904048
BUSINESS ADDRESS:
STREET 1: 69 GROSVENOR STREET
CITY: LONDON
STATE: X0
ZIP: W1K 3JP
BUSINESS PHONE: 44-207-629-0431
MAIL ADDRESS:
STREET 1: 69 GROSVENOR STREET
CITY: LONDON
STATE: X0
ZIP: W1K 3JP
FORMER NAME:
FORMER CONFORMED NAME: SB Global Advisors Ltd
DATE OF NAME CHANGE: 20210920
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SVF II Holdings (DE) LLC
CENTRAL INDEX KEY: 0001883900
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39419
FILM NUMBER: 23904046
BUSINESS ADDRESS:
STREET 1: 1 CIRCLE STAR WAY
CITY: SAN CARLOS
STATE: CA
ZIP: 94070
BUSINESS PHONE: (650) 562-8100
MAIL ADDRESS:
STREET 1: 1 CIRCLE STAR WAY
CITY: SAN CARLOS
STATE: CA
ZIP: 94070
FORMER NAME:
FORMER CONFORMED NAME: SVF II Holdings (DE) L.P.
DATE OF NAME CHANGE: 20210920
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SVF II WW Holdings (Cayman) Ltd
CENTRAL INDEX KEY: 0001889433
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39419
FILM NUMBER: 23904052
BUSINESS ADDRESS:
STREET 1: 190 ELGIN AVE
CITY: GEORGE TOWN
STATE: E9
ZIP: KY1-9001
BUSINESS PHONE: 650-562-8100
MAIL ADDRESS:
STREET 1: 190 ELGIN AVE
CITY: GEORGE TOWN
STATE: E9
ZIP: KY1-9001
FORMER NAME:
FORMER CONFORMED NAME: SB WW Holdings (Cayman) Ltd
DATE OF NAME CHANGE: 20211020
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: WeWork Inc.
CENTRAL INDEX KEY: 0001813756
STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512]
IRS NUMBER: 851144904
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 75 ROCKEFELLER PLAZA
STREET 2: 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (646) 389-3922
MAIL ADDRESS:
STREET 1: 75 ROCKEFELLER PLAZA
STREET 2: 10TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
FORMER COMPANY:
FORMER CONFORMED NAME: BowX Acquisition Corp.
DATE OF NAME CHANGE: 20200601
4
1
doc4.xml
FORM 4 SUBMISSION
X0407
4
2023-05-05
0
0001813756
WeWork Inc.
WE
0001889433
SVF II WW Holdings (Cayman) Ltd
C/O WALKERS CORP LTD., 190 ELGIN AVENUE
GEORGE TOWN, GRAND CAYMAN
E9
KY1-9008
CAYMAN ISLANDS
0
0
1
0
0001883559
SVF II Aggregator (Jersey) L.P.
CRESTBRIDGE LIMITED, 47 ESPLANADE
ST. HELIER
Y9
JE1 0BD
JERSEY
0
0
1
0
0001787613
SOFTBANK VISION FUND II-2 L.P.
CRESTBRIDGE LIMITED, 47 ESPLANADE,
ST. HELIER
Y9
JE1 0BD
JERSEY
0
0
1
0
0001065521
SOFTBANK GROUP CORP.
1-7-1, KAIGAN
MINATO-KU
TOKYO
M0
105-7537
JAPAN
0
0
1
0
0001883884
SB Global Advisers Ltd
69 GROSVENOR STREET
LONDON
X0
W1K 3JP
UNITED KINGDOM
0
0
1
0
0001890179
SVF II WW (DE) LLC
251 LITTLE FALLS DRIVE,
WILMINGTON
DE
19808
0
0
1
0
0001883900
SVF II Holdings (DE) LLC
251 LITTLE FALLS DRIVE
WILMINGTON
DE
19808
0
0
1
0
0
Class A Common Stock
2023-05-05
4
J
0
1112900605
A
1433199066
I
By SVF II WW Holdings (Cayman) Limited
Class A Common Stock
4049587
I
By SVF II WW (DE) LLC
11.000% Second Lien Exchangeable PIK Notes due 2027
1.2007
2023-05-05
4
J
0
187500000.00
A
Class A Common Stock
156161508
187500000.00
I
By SVF II Aggregator (Jersey) L.P.
12.000% Third Lien Exchangeable PIK Notes due 2027
1.2007
2023-05-05
4
J
0
269625000.00
A
Class A Common Stock
224560249
269625000.00
I
By SVF II Aggregator (Jersey) L.P.
On May 5, 2023, pursuant to an Exchange Agreement between the Issuer, WeWork Companies LLC, WW Co-Obligor Inc., each a subsidiary of the Issuer (together, the "Note Issuers"), SVF II Aggregator (Jersey) L.P. ("SVF II Aggregator"), SVF II WW Holdings (Cayman) Limited ("SVF II WW Holdings"), and SoftBank Vision Fund II-2 L.P., the $1.65 billion in aggregate principal amount of the Note Issuers' 5.00% Senior Notes due 2025, Series I, outstanding were exchanged for: (i) $187.5 million in aggregate principal amount of the Note Issuers' 11.00% Second Lien Exchangeable Senior Secured PIK Notes due 2027 (the "Second Lien Exchangeable Notes") issued to SVF II Aggregator; (ii) $269.6 million in aggregate principal amount of the Note Issuers' 12.00% Third Lien Exchangeable Senior Secured PIK Notes due 2027 (the "Third Lien Exchangeable Notes") issued to SVF II Aggregator; and (iii) 1,112,900,605 shares of the Issuer's Class A Common Stock issued to SVF II WW Holdings.
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.
Each of the Second Lien Exchangeable Notes and the Third Lien Exchangeable Notes (together, the "Exchangeable Notes") may be exercised at the option of the holder at any time prior to the close of business on the second trading day immediately preceding the final maturity date of the Exchangeable Notes, which is August 15, 2027. The Exchangeable Notes may be exchanged for an initial amount of 832.8614 shares of Class A Common Stock per $1,000 exchange amount, subject to adjustment as set forth in the respective indentures, which initially implies a Class A Common Stock price of $1.20068 per share.
SVF II WW Holdings (Cayman) Limited, By: /s/ Karen Ellerbe, as Director
2023-05-09
SVF II WW (DE) LLC, By: /s/ Jonathan Duckles, as Director
2023-05-09
SVF II Holdings (DE) LLC, By: /s/ Jonathan Duckles, as Director
2023-05-09
SVF II Aggregator (Jersey) L.P., By SB Global Advisers Limited, its Manager, By: /s/ Alex Clavel, as Director
2023-05-09
SoftBank Vision Fund II-2 L.P., By: SB Global Advisers Limited, its Manager, By: /s/ Alex Clavel, as Director
2023-05-09
SB Global Advisers Limited, By: /s/ Alex Clavel, as Director
2023-05-09
SoftBank Group Corp., By : /s/ Yuko Yamamoto, Head of Corporate Legal Department
2023-05-09