UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 orOR 15(d)

of ~~the~~The Securities Exchange Act of 1934

~~May 30~~Date of Report (Date of earliest event reported): June 11, 2024

Date of Report (date of earliest event reported)

__________________________________

WEWORK INC.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware

001-39419

85-1144904

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Delaware(State or other jurisdiction of incorporation)		001-39419(Commission File Number)	85-1144904(I.R.S. Employer Identification No.)
71 5th Avenue, 2nd Floor
71 5th Avenue, 2nd FloorNew York, NY 10003
New York, NY	10003
(Address of principal executive offices and zip code)
(Address of principal executive offices)	(Zip Code)
(646) 389-3922
(Registrant's telephone number, including area code)
12 East 49th Street, 3rd FloorNew York, NY 10017
(Former name or former address, if changed since last report)

~~___________________________________~~(646) 389-3922

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share (1)	WE (1)	(1)
Warrants, each whole warrant exercisable for one share of Class A common stock (2)	WE WS (2)	(2)
Class A Common Stock Purchase Rights	—	(1)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~(1)~~☐ OnPre-commencement ~~November~~communications ~~22,~~pursuant ~~2023, the New York Stock Exchange (the “NYSE”) filed a Form 25~~ to ~~delist~~Rule ~~the Company’s Class A common stock and Class A common stock purchase rights and remove such securities from registration under Section 12~~14d-2(b) ofunder the ~~Securities~~ Exchange Act ~~of 1934, as amended~~ (~~the~~17 ~~“Exchange~~CFR ~~Act”)~~240. ~~The delisting became effective 10 days after the filing of the Form 25. The deregistration of the Company’s Class A common~~ 14d-2(b))

~~stock~~☐ ~~and~~Pre-commencement ~~Class~~communications Apursuant ~~common~~to ~~stock~~Rule ~~purchase rights under Section 12~~13e-4(bc) ofunder the Exchange Act ~~became~~(17 ~~effective~~CFR ~~90 days after the Form 25 filing~~240. ~~Upon deregistration of the Company’s securities under Section 12~~13e-4(bc) ~~of the Exchange Act, the Company’s securities remain registered under Section 12(g~~) ~~of the Exchange Act. The Company’s Class A common stock began trading on the OTC Pink Marketplace on November 8, 2023 under the symbol “WEWKQ.”~~

~~(2)~~Securities Onregistered ~~August~~pursuant ~~22, 2023, the NYSE filed a Form 25~~ to ~~delist the Company’s warrants and remove such securities from registration under~~ Section 12(b) of the ~~Exchange~~ Act. The delisting became effective 10 days after the filing of the Form 25. The deregistration of the Company's warrants under Section 12(b) of the Exchange Act became effective 90 days after the Form 25 filing. The Company's warrants began trading on the OTC Pink Marketplace on August 23, 2023, under the symbol “WEWOW.”:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share ⁽¹⁾	WE ⁽¹⁾	⁽¹⁾
Warrants, each whole warrant exercisable for one share of Class A common stock ⁽²⁾	WE WS ⁽²⁾	⁽²⁾
Class A Common Stock Purchase Rights	—	⁽¹⁾

⁽¹⁾

On November 22, 2023, the New York Stock Exchange (the “NYSE”) filed a Form 25 to delist the Company’s Class A common stock and Class A common stock purchase rights and remove such securities from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The delisting became effective 10 days after the filing of the Form 25. The deregistration of the Company’s Class A common stock and Class A common stock purchase rights under Section 12(b) of the Exchange Act became effective 90 days after the Form 25 filing. Upon deregistration of the Company’s securities under Section 12(b) of the Exchange Act, the Company’s securities remain registered under Section 12(g) of the Exchange Act. The Company’s Class A common stock began trading on the OTC Pink Marketplace on November 8, 2023, under the symbol “WEWKQ.”

⁽²⁾

On August 22, 2023, the NYSE filed a Form 25 to delist the Company’s warrants and remove such securities from registration under Section 12(b) of the Exchange Act. The delisting became effective 10 days after the filing of the Form 25. The deregistration of the Company’s warrants under Section 12(b) of the Exchange Act became effective 90 days after the Form 25 filing. The Company’s warrants began trading on the OTC Pink Marketplace on August 23, 2023, under the symbol “WEWOW.”

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

As previously disclosed, on November 6, 2023, WeWork Inc. (the “Company” or “WeWork”) and certain of its direct and indirect subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of New Jersey (the “Bankruptcy Court”). On May 30, 2024, the Debtors filed the Third Amended Joint Chapter 11 Plan of Reorganization of WeWork Inc. and Its Debtor Subsidiaries (Further Technical Modifications) [Docket No. 2051] (as amended, supplemented, or otherwise modified from time to time, the “Plan”) in the Bankruptcy Court. On May 30, 2024, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law, and Order (I) Approving the Debtors’ Disclosure Statement and (II) Confirming the Third Amended Joint Chapter 11 Plan of Reorganization of WeWork Inc. and Its Debtor Subsidiaries [Docket No. 2060] (the “Confirmation Order”). Capitalized terms used but not specifically defined herein have the meanings specified for such terms in the Plan. The Plan became effective on June 11, 2024 (the “Effective Date”).

Item 1.01

Entry into a Material Definitive Agreement.

Stockholders Agreement

On the Effective Date, in connection with the effectiveness of the Plan, the Company entered into a Stockholders Agreement (the “Stockholders Agreement”) with its stockholders, pursuant to which the parties thereto agreed to, among other things, certain board designation rights, governance rights, information rights, right of first refusal and co-sale rights, preemptive rights, drag-along rights and transfer restrictions. Pursuant to the Plan, each stockholder of the Company as of the Effective Date was deemed to be a party to, and bound by, the Stockholders Agreement, regardless of whether such stockholder executed a signature page thereto.

The foregoing description of the Stockholders Agreement is not complete and is qualified in its entirety by reference to the Stockholders Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Registration Rights Agreement

On the Effective Date, in connection with the effectiveness of the Plan, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with certain stockholders, pursuant to which the Company granted certain demand registration rights and piggyback rights to such stockholders with respect to the Company’s common stock, par value $0.0001 per share (the “Common Stock”), following the consummation of an initial public offering.

The foregoing description of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated herein by reference.

Exit Letter of Credit Facility

To effectuate the transactions contemplated by the Plan, the Company formed certain special purpose subsidiaries to enter into a new credit agreement on the Effective Date. The Company formed, and is the direct owner of, WW SPV Manager LLC (“Manager”), a Cayman Islands limited liability company, and Manager is the direct owner of WW SPV Blocker LLC (“Blocker”), a Cayman Islands limited liability company. Blocker is the direct owner of WW SPV Borrower I LLC (the “Borrower”) and WW SPV Borrower II LLC (together with the Borrower, the “Borrowers”). On the Effective Date, in connection with the effectiveness of the Plan, the Borrowers entered into a credit facility providing for (x) a senior secured limited recourse first priority “last out” term loan C facility, in an aggregate principal amount equal to $441,613,746.22 (the “Junior TLC Facility”) pursuant to which term C loans thereunder (the “Term Loans”) were made to each Borrower, and (y) a senior secured first priority cash collateralized “first out” letter of credit facility in an aggregate principal amount not to exceed, in the case of Goldman Sachs International Bank (“Goldman Sachs”), $264,783,483.17 million and, in the case of JPMorgan Chase Bank, N.A. (“JPMorgan”), $185,216,516.83 million at any time outstanding (the “Senior LC Facility” and, together with the Junior TLC Facility, the “Facilities”), pursuant to a senior secured credit agreement (the “Credit Agreement”), by and among the Borrowers, WW SPV Blocker LLC, Goldman Sachs and JPMorgan, each as an Issuing Bank, a Senior LC Facility administrative agent and an LC collateral agent, Softbank Vision Fund II-2 L.P. (“SVF II”), as the Junior TLC Facility Lender and as the Junior TLC Facility administrative agent, Acquiom Agency Services LLC, as Junior TLC collateral agent, and the other parties from time to time party thereto. Capitalized terms used but not otherwise defined in this section shall have the meanings given to them in the Credit Agreement attached as an exhibit to this Current Report and incorporated herein by reference.

The Letters of Credit under the Senior LC Facility will be used for purposes permitted by the Confirmation Order and the Credit Agreement, to support leases for the business of and other general corporate obligations of the WeWork Group Members, and the Term Loans will be used to cash fund LC Cash Collateral in an aggregate amount equal to the Junior TLC Facility Commitment to support the Senior LC Facility, which LC Cash Collateral will be used to reimburse any drawings on Letters of Credit issued under the Senior LC Facility.

The maturity date of the Junior TLC Facility will occur on the date (the “Junior TLC Facility Trigger Date”) that is the earliest of, among other triggering events, (i) June 11, 2030 (or such later date as the Junior TLC Facility Lender may agree in its sole discretion), (ii) the date on which the Term Loans have been voluntarily prepaid by the Borrowers pursuant to, and in accordance with, the Credit Agreement, (iii) the occurrence of certain changes of control, (iv) certain Events of Default, including with respect to the Senior LC Facility, and (v) the date on which both (a) the Senior LC Facility Date of Full Satisfaction has occurred and (b) the Credit Parties shall have determined in their reasonable discretion that neither they nor any of their Affiliates will require or desire the commitment and/or use of cash collateral provided by the Junior TLC Facility Lender.

The maturity date of the Senior LC Facility is the earliest of (i) June 11, 2028, unless earlier terminated pursuant to the Credit Agreement or otherwise extended pursuant to any Extension Amendment, (ii) the date of termination of any Issuing Bank’s Issuing Commitments and the acceleration of any obligations under the Senior LC Facilities Secured Parties in accordance with the terms thereunder, and (iii) the occurrence of the Junior TLC Facility Trigger Date.

The Terms Loans will be mandatorily reduced or repaid in full from time to time solely through a release of certain surplus LC Cash Collateral and, in connection with drawings in respect of Letters of Credit, the transfer to SVF II of a number of shares of Common Stock, determined in accordance with a conversion price per share set forth in the Credit Agreement. The Credit Agreement further provides that fees owed to the Junior TLC Facility Lender may, at the Borrowers’ option, be paid by with the transfer of a number of shares of Common Stock, determined in accordance with a conversion price per share set forth in the Credit Agreement.

Interest shall not be payable on any drawing paid under any Letter of Credit or any other Senior LC Facility Credit Document Obligations that is reimbursed with LC Cash Collateral on a timely basis. If a drawing paid under any Letter of Credit is not reimbursed with LC Cash Collateral on a timely basis as a result of there being an insufficient amount of LC Cash Collateral available or otherwise reimbursed when due (after giving effect to any applicable grace period), then interest will accrue on the reimbursement obligation at the ABR. The Senior LC Facility Credit Document Obligations under the Credit Agreement will be subject to an additional 2.00% of interest per annum during the period in which any principal of, or interest on, any loan or reimbursement obligation or any fee or other amount payable by the Borrower in respect of such Junior TLC Facility Credit Document Obligations or Senior LC Facility Credit Document Obligations, as applicable, is not paid when due.

The Credit Agreement includes customary conditions precedent, representations and warranties, affirmative and negative covenants, and events of default for financings of this type and size. The Borrowers’ obligations under the Credit Agreement are guaranteed by the Credit Parties and are secured by a security interest in, and lien on, certain property of the Credit Parties, including the LC Cash Collateral. The Credit Agreement also contains customary covenants that limit the ability of the Credit Parties to, among other things, incur additional Indebtedness, permit liens to exist on their assets and sell assets. These covenants are subject to exceptions and qualifications as set forth in the Credit Agreement.

The Junior TLC Facility Credit Document Obligations and Senior LC Facility Credit Document Obligations are guaranteed by the Company on a limited recourse basis for certain “bad boy” acts by the Company or its subsidiaries.

The foregoing description of the Credit Agreement is not complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.3 and incorporated herein by reference.

Item 1.02

Termination of a Material Definitive Agreement.

Equity Interests

In accordance with the Plan, on the Effective Date, all shares of the Company’s Class A common stock, par value $0.0001 per share (the “Existing Common Stock”), warrants, each exercisable for shares of Existing Common

Stock (the “Existing Warrants”) and any other equity-based instruments including employee equity awards (together with the Existing Common Stock and the Existing Warrants, the “Existing Equity”) issued and outstanding immediately prior to the Effective Date, and any rights of any holder in respect thereof, were deemed cancelled, discharged and of no further force or effect.

Prepetition Indebtedness

Pursuant to the Plan, on the Effective Date, the obligations of the Debtors under the following agreements were cancelled, subject to limitations as set forth in Article IV.H of the Plan:

•

Credit Agreement, dated as of December 27, 2019 (as may be amended, supplemented or otherwise modified from time to time), by and among WeWork Companies U.S. LLC (as successor to WeWork Companies LLC), SVF II, as obligor, SVF II GP (Jersey Limited), acting in its capacity of general partner of SVF II, SB Global Advisors Limited, acting in its capacity as manager of SVF II, the several issuing creditors and letter of credit participants from time to time party thereto, Goldman Sachs, as senior tranche administrative agent and shared collateral agent, Kroll Agency Services Limited, as junior tranche administrative agent, and the other parties thereto from time to time;

•

Senior Secured Debtor-in-Possession Credit Agreement, dated as of December 19, 2023 (as amended by the First Amendment to Senior Secured Debtor-in-Possession Credit Agreement, dated as of May 8, 2024), by and among WeWork Companies U.S. LLC, as Borrower, Goldman Sachs, as Senior LC Facility Administrative Agent and Shared Collateral Agent, SVF II, as Junior TLC Facility Administrative Agent and the other lender parties thereto;

•

First Lien Senior Secured PIK Notes Indenture, dated as of May 5, 2023 (as amended, supplemented or otherwise modified from time to time), by and among WeWork Companies U.S. LLC (as successor to WeWork Companies LLC) (the “Issuer”) and WW Co-Obligor Inc. (together with the Issuer, the “Issuers”), the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association (“U.S. Bank”), as trustee and collateral agent, governing the 15.000% First Lien Senior Secured PIK Notes due 2027, Series I, Series II and Series III;

•

Second Lien Senior Secured PIK Notes Indenture, dated as of May 5, 2023 (as amended, supplemented or otherwise modified from time to time), by and among the Issuers, the guarantors from time to time party thereto and U.S. Bank, as trustee and collateral agent, governing the 11.000% Second Lien Senior Secured PIK Notes due 2027;

•

Second Lien Exchangeable Senior Secured PIK Notes Indenture, dated as of May 5, 2023 (as amended, supplemented or otherwise modified from time to time), by and among the Issuers, WeWork Inc., the guarantors from time to time party thereto and U.S. Bank, as trustee and collateral agent, governing the 11.000% Second Lien Exchangeable Senior Secured PIK Notes due 2027;

•

Third Lien Senior Secured PIK Notes Indenture, dated as of May 5, 2023 (as amended, supplemented or otherwise modified from time to time), by and among the Issuers, the guarantors from time to time party thereto and Delaware Trust Company, as trustee and collateral agent, governing the 12.000% Third Lien Senior Secured PIK Notes due 2027;

•

Third Lien Exchangeable Senior Secured PIK Notes Indenture, dated as of May 5, 2023 (as amended, supplemented or otherwise modified from time to time), by and among the Issuers, WeWork Inc., the guarantors from time to time party thereto and U.S. Bank, as trustee and collateral agent, governing the 12.000% Third Lien Exchangeable Senior Secured PIK Notes due 2027;

•

Amended and Restated Senior Notes Indenture, dated as of December 16, 2021 (as amended, supplemented or otherwise modified from time to time), by and among the Issuers, the guarantors from time to time party thereto and Computershare Trust Company, as trustee, governing the 5.00% Senior Notes due 2025; and

•

Senior Notes Indenture, dated as of April 30, 2018 (as amended, supplemented or otherwise modified from time to time), by and among the Issuers, the guarantors from time to time party thereto and Computershare Trust Company, as trustee, governing the 7.875% Senior Notes due 2025.

Item 1.03

Bankruptcy or Receivership.

AsOn ~~previously~~the ~~disclosed,~~Effective ~~on November 6~~Date, ~~2023, WeWork Inc. (~~the ~~“Company”~~Plan orbecame ~~“WeWork”)~~effective ~~and~~pursuant ~~certain~~to of its ~~direct~~terms and ~~indirect subsidiaries (together with~~ the ~~Company, the “~~Debtors”) filed ~~voluntary~~a ~~petitions~~Notice ~~(the “Chapter 11 Cases”) to commence proceedings under chapter 11~~ of ~~title~~Occurrence 11 of ~~the~~Effective ~~United~~Date ~~States Code~~ (the “~~Code~~Effective Date Notice”) inwith the ~~United States~~ Bankruptcy Court. ~~for~~A ~~the~~copy ~~District~~ of ~~New Jersey (~~the ~~“Bankruptcy~~Effective ~~Court”).~~Date ~~The~~Notice ~~Chapter~~is 11attached ~~Cases~~hereto ~~are~~as ~~jointly~~Exhibit ~~administered~~99.1 ~~under~~and ~~the~~is ~~caption~~incorporated ~~“In~~herein reby ~~WeWork Inc~~reference.~~, et al.”~~

OnThe ~~May~~foregoing ~~30,~~description ~~2024,~~of the ~~Bankruptcy~~Effective ~~Court~~Date ~~entered~~Notice anis ~~order~~not ~~(the~~complete ~~“Confirmation~~and ~~Order”)~~is ~~confirming~~qualified ~~the~~in ~~Third~~its ~~Amended~~entirety ~~Joint~~by ~~Chapter~~reference 11to ~~Plan~~the ofEffective ~~Reorganization~~Date ofNotice, ~~WeWork~~a ~~Inc.~~copy ~~and~~of ~~its~~which ~~Debtor Subsidiaries (the “Plan”). The Plan~~ is attached to ~~the~~this ~~Confirmation~~Current ~~Order~~Report on Form 8-K as Exhibit A99.1 ~~Capitalized~~and ~~terms~~incorporated ~~used but not specifically defined~~ herein ~~have~~by ~~the meanings specified for such terms in the Plan~~reference.

~~The~~Item ~~following is a summary of the material terms of the Plan as approved and confirmed by the Bankruptcy Court~~2.03 ~~This~~Creation ~~summary highlights only certain substantive provisions~~ of ~~the Plan and is not intended to be~~ a ~~complete~~Direct ~~description~~Financial ofObligation ~~the~~or ~~Plan.~~an ~~This~~Obligation ~~summary~~under isan ~~qualified~~Off-Balance inSheet ~~its~~Arrangement ~~entirety by reference to the full text~~ of ~~the~~a ~~Confirmation Order, which includes the Plan as an exhibit, which are attached hereto as Exhibit 2~~Registrant.~~1, and incorporated by reference herein.~~

The ~~Plan~~information ~~and~~included ~~Treatment~~in Item 1.01 of ~~Claims~~this ~~and~~Current ~~Interests~~Report under the heading “Exit Letter of Credit Facility” is incorporated by reference into this Item 2.03.

~~The~~Item ~~Plan~~3.02 ~~contemplates~~Unregistered ~~the~~Sales ~~following treatment~~ of ~~Claims~~Equity ~~against and Interests in the Debtors:~~Securities.

~~•each~~Pursuant ~~Holder~~to ofthe aPlan ~~DIP~~and ~~New~~following ~~Money~~the ~~Interim~~cancellation ~~Facility~~of ~~Claim~~the ~~shall~~Company’s ~~receive~~Existing ~~payment~~Equity, inon ~~full~~the inEffective ~~Cash~~Date, ~~with~~ the ~~proceeds~~Company issued certain shares of ~~the~~Common Stock to Holders of DIP New Money Exit Facility Claims, orAllowed ~~other~~Drawn ~~treatment~~DIP inTLC aClaims, ~~manner~~Allowed toDIP beTLC ~~acceptable~~Fee toClaims, ~~the~~Allowed ~~Debtors~~Prepetition LC Facility Claims, ~~the~~Allowed ~~Required~~1L ~~Consenting~~Notes ~~Stakeholders~~Claims and Allowed 2L Notes Claims. The issuance of the ~~Required~~Common ~~Lenders,~~Stock was exempt from registration under the Securities Act pursuant to ~~the~~section ~~terms~~1145 of the ~~DIP~~Bankruptcy ~~New~~Code ~~Money~~or ~~Interim~~other ~~Facility~~available ~~Documents;~~exemptions from registration under the Securities Act.

~~•each~~Cautionary ~~Holder~~Note ~~of a DIP New Money Exit Facility Claim shall receive its Pro Rata share of the New Money Equity Distribution (subject~~ to ~~adjustment~~Holders ~~as necessary to account for the Supplemental Distributions); each Holder~~ of aCompany’s ~~DIP~~Existing ~~New~~Common ~~Money~~Stock Exit Facility Claim entitled to receive the DIP New Money Initial Commitment Premium pursuant to the DIP New Money Exit Facility Credit Agreement shall receive its Pro Rata share of the DIP New Money Initial Commitment Premium; each Holder of a DIP New Money Exit Facility Claim entitled to receive the DIP New Money Supplemental Premium shall receive its Pro Rata share of the DIP New Money Supplemental Premium;

~~•each~~As ~~Holder~~of May 30, 2024, there were 52,758,760 shares of anthe ~~Allowed~~Company’s ~~Drawn~~Existing ~~DIP~~Common ~~TLC~~Stock ~~Claim~~and ~~shall~~25,276,251 ~~receive~~Existing ~~its~~Warrants ~~Pro~~outstanding. ~~Rata~~On ~~share~~the Effective Date, all of the ~~Drawn~~Company’s ~~DIP~~Existing ~~TLC~~Equity was cancelled, released, and extinguished without consideration and has no value. The Company’s Existing Equity ~~Distribution;~~may continue to be quoted on the OTC Pink Market, but under the terms of the Plan such Existing Equity has no underlying asset value and the Company’s Existing Equity holders should not view the trading activity of the Existing Equity on the OTC Pink Market or any other market or trading platform as indicating that there is any prospect that the Company’s Existing Equity holders might realize any value from the Existing Equity.

~~•each~~No shares of the Company’s Existing Common Stock will be reserved for future issuance in respect of Claims and Interests Filed and Allowed ~~Undrawn~~under ~~DIP~~the ~~TLC~~Plan ~~Claim~~or ~~shall~~pursuant ~~receive~~to the ~~following~~exercise ~~treatment:~~of any rights, options or other obligations of the Company to issue its Existing Common Stock.

~~◦in~~Item ~~the~~3.03 ~~case~~Material ofModification ~~an Excess DIP TLC Claim, such Claim shall be paid in full in cash in an amount equal~~ to ~~such Excess DIP TLC Claim from amounts remaining from~~ the ~~proceeds~~Rights of ~~the~~Security DIP TLC Facility (or, for the avoidance of doubt, interest accrued on the amounts funded pursuant to the DIP TLC Facility), which amounts shall be funded solely from amounts which constitute DIP LC Loan Collateral (as defined in the DIP LC/TLC Order) after the funding of the SoftBank Parties’ obligations to support the Exit LC Facility; and Holders.

~~◦in~~The ~~the~~information ~~case~~set offorth aunder ~~Rolled~~Item ~~Undrawn~~1.02 ~~DIP~~of ~~TLC~~this ~~Claim,~~Current ~~such~~Report ~~Claim~~is ~~shall~~incorporated beherein ~~converted~~by ~~into obligations under the Exit LC Facility on a dollar-for-dollar basis~~reference.

~~•each~~Item ~~Holder~~5.01 ofChanges anin ~~Allowed~~Control ~~Prepetition LC Facility Claim and Allowed 1L Notes Claim shall receive its Pro Rata share~~ of ~~the 1L Equity Distribution, subject to certain conditions set forth in the Plan;~~Registrant.

~~•each~~The ~~Holder~~information ofset anforth ~~Allowed~~in 2Lthe ~~Notes~~Introductory ~~Claim~~Note, ~~shall~~Item ~~receive~~1.03, ~~its~~Item ~~Pro~~3.02 ~~Rata~~and ~~share~~Item 5.02 of ~~the~~this 2LCurrent ~~Equity~~Report ~~Distribution,~~is ~~subject~~incorporated toherein ~~certain~~by ~~conditions set forth in the Plan;~~reference.

•except as otherwise provided in the Plan, each Holder of an Allowed 3L Notes Claim shall receive its share of the UCC Settlement Proceeds, to be distributed by the UCC Settlement Trust in accordance with the terms of the UCC Settlement Trust Documents;6

~~•each~~Pursuant ~~Holder~~to the Plan and following the cancellation of anthe Company’s Existing Equity, on the Effective Date, the holders of DIP New Money Exit Facility Claims, Allowed ~~Unsecured~~Drawn DIP TLC Claims, Allowed DIP TLC Fee Claims, Allowed Prepetition LC Facility Claims, Allowed 1L Notes ~~Claim~~Claims ~~shall~~and ~~receive~~Allowed 2L Notes Claims received up to 71,246,391 shares of Common Stock, representing approximately 100% of the ~~following~~voting ~~treatment:~~securities of the Company.

~~◦any~~As ~~such~~a ~~Holder~~result ~~that~~of isthe anCompany’s ~~Unsecured~~emergence ~~Notes~~from ~~Settlement Non-Participant shall receive~~bankruptcy, inthe ~~full~~identity ~~and final satisfaction~~ of ~~such~~the ~~Claim,~~directors ~~its Pro Rata share~~ of the ~~Unsecured~~Company’s ~~Notes~~board ~~Pool;~~of ~~provided~~directors ~~that~~has nochanged ~~such~~as ~~Holder~~described ~~shall~~in ~~receive~~Item ~~more than a 1~~5.0%02 ~~recovery on account of such Claim; and~~ below.

~~◦any~~Item ~~such~~5.02 ~~Holder~~Departure ~~that~~of isDirectors ~~an Unsecured Notes Settlement Participant shall not receive~~ or ~~retain~~Certain ~~any~~Officers; ~~distribution,~~Election ~~property, or other value under Article III~~ of ~~the~~Directors; ~~Plan~~Appointment ~~on account~~ of ~~such~~Certain ~~Claim~~Officers; ~~provided~~Compensatory ~~that~~Arrangements ~~nothing~~of inCertain ~~this Plan shall prevent any such Holder from receiving distributions under the 9019 Order;~~Officers.

~~◦each~~On ~~Holder~~the ofEffective anDate, ~~Allowed~~David ~~General~~Tolley ~~Unsecured~~ceased ~~Claim~~to ~~shall~~serve ~~receive~~as ~~its~~the ~~share~~Company’s ofChief ~~the~~Executive ~~UCC~~Officer. ~~Settlement~~John ~~Proceeds,~~C. toSantora bewas ~~distributed~~appointed byas the ~~UCC~~Company’s ~~Settlement~~Chief ~~Trust~~Executive inOfficer, ~~accordance~~effective ~~with~~as ~~the terms~~ of ~~the~~June 12, ~~UCC Settlement Trust Documents;~~ 2024.

~~◦each~~Pursuant ~~Holder~~to ofthe anPlan, ~~Allowed~~on ~~Go-Forward~~the ~~Guaranty~~Effective ~~Claim~~Date, ~~shall~~Paul Keglevic, Paul Aronzon, Alex Clavel, Elizabeth LaPuma, Henry S. Miller, David Tolley and Vikas Parekh ceased to be ~~Reinstated;~~directors of the Company and were replaced by Anant Yardi, Jason Yardi, Adnan Ahmad, Arnold Brier, Daniel Ehrmann and Jagannath Iyer. Upon his appointment as Chief Executive Officer, John C. Santora will join the board as a director.

~~◦all~~Item ~~Parent~~5.03 ~~Interests~~Amendments ~~shall~~to beArticles ~~canceled, released, discharged, and extinguished and will be~~ of noIncorporation ~~further force~~ or ~~effect,~~Bylaws; ~~and~~Change ~~Holders~~in ofFiscal ~~such Parent Interests shall not receive any distribution on account of such Interests~~Year.

~~Additional~~On ~~information~~the ~~regarding~~Effective Date, in connection with the ~~classification~~effectiveness of the Plan, the Company’s Amended and ~~treatment~~Restated Certificate of ~~Claims~~Incorporation ~~and~~(the ~~Interests~~“Amended ~~can~~Certificate”) bewas ~~found~~filed inwith ~~Article~~the ~~III~~Secretary of State of the ~~Plan.~~State of Delaware and became effective upon the filing thereof and the Company’s Amended and Restated Bylaws (the “Amended Bylaws”) became effective in connection therewith.

~~Capital~~The ~~Structure~~Amended Certificate and the Amended Bylaws are filed herewith as Exhibits 3.1 and 3.2 respectively, and are incorporated herein by reference.

As of May 30, 2024, there were 52,758,760 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and 25,276,251 warrants, each exercisable for shares of Common Stock (the “Warrants”), outstanding. On the effective date of the Plan (the “Effective Date”), all outstanding equity interests in the Company, including shares of Common Stock and the Warrants, will be cancelled, released, and extinguished and holders of shares of Common Stock as well as holders of the Warrants will not receive a distribution on account of their equity interests. The Company cautions that trading in the Common Stock or in the Warrants during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks.

The shares of Reorganized WeWork’s new common stock issued pursuant to the Plan will be issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), or any similar federal, state, or local law in reliance upon section 1145 of the Code and Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S thereunder, as applicable.

Certain Information Regarding Assets and Liabilities of the Debtors

In the Debtors’ most recent monthly operating report filed with the Bankruptcy Court on May 30, 2024 (the “Monthly Operating Report”), the Company reported aggregated totals across all Debtors of total assets of approximately $9.9 billion and total liabilities of approximately $9.2 billion as of April 30, 2024. The Monthly Operating Report is limited in scope, covers a limited time period and was prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws or rules, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Settlement, Releases and Exculpations

In consideration for the classification, distributions, and other benefits provided under the Plan, including the release and exculpation provisions included therein, the Plan constitutes an integrated compromise and settlement of Claims to achieve a beneficial and efficient resolution of the Chapter 11 Cases.

The Plan provides releases and exculpations to the benefit of the Debtors, certain of the Debtors’ stakeholders, other parties in interest and various parties related thereto, each in their capacity as such, from various Claims and Causes of Action, as further set forth in Article VIII of the Plan.

Item 7.01

Regulation FD Disclosure.

On ~~May 30~~June 11, 2024, the Company ~~filed~~issued ~~with~~two ~~the~~press ~~Bankruptcy~~releases ~~Court~~in aconnection ~~consolidated~~with ~~monthly~~a ~~operating~~change ~~report~~in ~~for~~officers ~~the period beginning April 1, 2024~~ and ~~ending~~the ~~April~~effectiveness ~~30,~~of ~~2024 (~~the ~~“Monthly~~Plan ~~Operating Report”)~~respectively. ~~The~~Copies ~~Monthly~~of ~~Operating Report relates to~~ the ~~Debtors~~press ~~and~~releases ~~excludes~~are ~~any~~attached ~~non-Debtor~~to ~~entities.~~this ~~The~~Current ~~Monthly Operating~~ Report ~~is attached hereto~~ as ~~Exhibit~~Exhibits 99.12 and ~~incorporated herein by reference~~99.3, This Current Report on Form 8-K (including the exhibit attached hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD. The Monthly Operating Report and ~~other filings with the Bankruptcy Court related to the Chapter 11 Cases~~ are ~~available~~incorporated ~~electronically~~herein atby ~~https://dm~~reference.~~epiq11.com/WeWork.~~

The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act ~~of 1934, as amended (the “Exchange Act”),~~ or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

~~Cautionary~~Item ~~Note~~8.01 ~~Regarding~~Other ~~the Monthly Operating Report~~Events.

~~The~~In ~~Company~~conjunction ~~cautions~~with ~~investors~~its ~~and~~emergence ~~potential~~from ~~investors not to place undue reliance upon the information contained in the Monthly Operating Report~~bankruptcy, ~~which was not prepared for~~ the ~~purpose of providing the basis for an investment decision relating to any of the securities of the~~ Company. ~~The~~filed ~~Monthly Operating Report is limited in scope, covers~~ a ~~limited~~Form ~~time~~15 ~~period and has been prepared solely for the purpose of complying~~ with the ~~monthly reporting requirements of the Bankruptcy Court~~U.S. ~~The~~Securities Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws or rules, and isExchange ~~subject~~Commission to ~~future~~deregister ~~adjustment~~its ~~and~~securities ~~reconciliation.~~under ~~There~~Section 12(g) ~~can be no assurance that, from the perspective~~ of ~~an investor or potential investor in~~ the ~~Company’s~~Securities securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, ~~and such information might not be indicative~~ of ~~the~~1934, Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as ~~indicative of future results~~amended.

~~Cautionary~~Item ~~Statement~~9.01 ~~Concerning~~Financial ~~Forward-Looking~~ Statements and Exhibits.

Certain statements made in this Current Report on Form 8-K, may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “pipeline,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Although WeWork believes the expectations reflected in any forward-looking statement are based on reasonable assumptions, it can give no assurance that its expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties, and other factors. Such factors include, but are not limited to, risks and uncertainties regarding WeWork’s ability to successfully consummate and complete the Plan; WeWork’s ability to continue operating in the ordinary course while the Chapter 11 Cases are pending; potential adverse effects of the Chapter 11 Cases on WeWork’s business, financial condition, liquidity and results of operations; employee attrition and WeWork’s ability to retain senior management and other key personnel due to the distractions and uncertainties caused by the Chapter 11 Cases; WeWork’s ability to improve its liquidity and long-term capital structure and to address its debt service obligations through a financial and operational restructuring (~~the “Restructuring”~~d); WeWork’s ability to comply with the restrictions imposed by the terms and conditions of the DIP facility and other financing arrangements; WeWork’s liquidity needs to operate its business and execute its strategy, and related use of cash; WeWork’s ability to retain its members, attract new members, and maintain relationships with customers, employees and other third parties and regulatory authorities as a result of the Chapter 11 Cases; the effects of the Restructuring and the Chapter 11 Cases on WeWork and on the interests of various constituents, including holders of the Common Stock; the other litigation and inherent risks involved Exhibits.

in a reorganization under Chapter 11; WeWork’s financial and business performance, and its ability to implement its business plan; WeWork’s expected financial position upon emergence from bankruptcy; WeWork’s projected financial information, anticipated growth rate, and market opportunity; WeWork’s public securities’ potential liquidity and trading; WeWork’s ability to fund its planned operations for the next twelve months and its ability to continue as a going concern in light of the Chapter 11 Cases; and other risks and uncertainties disclosed in “Item 1.A Risk Factors” in Exhibit 99.1 to the Current Report on Form 8-K filed on November 21, 2023 and WeWork’s annual and quarterly periodic reports and other documents filed with the U.S. Securities and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date they are made. WeWork discusses these and other risks and uncertainties in its annual and quarterly periodic reports and other documents filed with the SEC. WeWork undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise, except as required by law.7

Item 9.01 - Financial Statements and Exhibits


Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of WeWork Inc.

3.2		Amended and Restated Bylaws of WeWork Inc.

10.1		Stockholders Agreement, dated as of June 11, 2024, by and among WeWork Inc. and the stockholders bound thereto.

10.2		Registration Rights Agreement, dated as of June 11, 2024, by and among WeWork Inc. and the stockholders party thereto.

10.3		Senior Secured Credit Agreement, dated as of June 11, 2024, by and among WW SPV Borrower I LLC and WW SPV Borrower II LLC, as Borrowers, Goldman Sachs International Bank and JPMorgan Chase Bank, N.A., as Senior LC Facility Administrative Agents, Issuing Banks and LC Collateral Agents, SoftBank Vision Fund II-2 L.P., as Junior TLC Facility Administrative Agent, Acquiom Agency Services LLC, as Junior TLC Collateral Agent, and the other lender parties thereto.

99.1		Notice of Occurrence of Effective Date as to WeWork Inc. and Its Debtor Subsidiaries

99.2		Press Release issued by WeWork Inc. on June 11, 2024.

99.3		Press Release issued by WeWork Inc. on June 11, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~(d) Exhibits:~~8

Exhibit No.						Description
2.1						Findings of Fact, Conclusions of Law, and Order (I) Approving the Debtors' Disclosure Statement and (II) Confirming the Third Amended Joint Chapter 11 Plan of Reorganization of WeWork Inc. and its Debtor Subsidiaries.
99.1						WeWork Inc. Consolidated Monthly Operating Report for the period ended April 30, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized ~~on this 3rd day of June, 2024~~.

WEWORK INC. By: /s/ Kurt Wehner Name: Kurt Wehner Title: Chief Financial Officer

WEWORK INC.

Date: June 11, 2024

/s/ Pamela Swidler

Pamela Swidler

Chief Legal Officer

Filing Compare · WeWork Inc.