Form 8-K - Current report

false 0001813756 true NONE 0001813756 2023-10-02 2023-10-02 0001813756 us-gaap:CommonClassAMember 2023-10-02 2023-10-02 0001813756 we:WarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockMember 2023-10-02 2023-10-02 0001813756 we:ClassACommonStockPurchaseRightsMember 2023-10-02 2023-10-02

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 2, 2023

 

 

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.)

 

12 East 49th Street, 3rd Floor
New York, NY		10017
(Address of principal executive offices)		(Zip Code)

[phone]

(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(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		WE		The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock (1)		WE WS (1)		(1)
Class A Common Stock Purchase Rights		—		The New York Stock Exchange

 

(1)

On August 22, 2023, the New York Stock Exchange filed a Form 25 to delist the Company’s warrants and remove such securities from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended. Effective August 23, 2023, the registrant’s warrants are trading on the OTC Pink Marketplace 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

 

 

 

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Item 7.01

Regulation FD Disclosure.

WeWork Inc. (the “Company” or “WeWork”) has elected to withhold aggregate interest payments of approximately $37.3 million payable in cash and $57.9 million payable in the form of additional PIK notes (together, the “Interest Payments”), each payable on October 2, 2023, with respect to WeWork Companies LLC and WW Co-Obligor Inc.’s following notes (collectively, the “Notes”):

 

(i)

15.000% First Lien Senior Secured PIK Notes due 2027;

 

(ii)

11.000% Second Lien Senior Secured PIK Notes due 2027;

 

(iii)

11.000% Second Lien Exchangeable Senior Secured PIK Notes due 2027;

 

(iv)

12.000% Third Lien Senior Secured PIK Notes due 2027; and

 

(v)

12.000% Third Lien Exchangeable Senior Secured PIK Notes due 2027.

Under the indentures governing the Notes, the Company has a 30-day grace period to make the Interest Payments before such non-payment constitutes an “event of default” with respect to the Notes. The Company has the liquidity to make the Interest Payments, and may in the future decide to do so.

Entering the grace period is intended to allow discussions with certain stakeholders in the Company’s capital structure to commence, while also enhancing liquidity as the Company continues to take action to implement its strategic plan. As part of this strategic plan, the Company is focused on rationalizing its real estate footprint and improving its capital structure.

The information in this Item 7.01 is being furnished and shall not be deemed “filed” for the 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 incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Forward-Looking Statements

Certain statements made in this Current Report on Form 8-K, including, but not limited to, statements about making the Interest Payments in the future, WeWork’s liquidity and ability to pay its current obligations when due, WeWork’s ability to rationalize its real estate footprint, improve its capital structure and implement its strategic plan, and potential discussions with WeWork’s stakeholders in this respect, may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. 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 these forward-looking statements 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, WeWork’s ability to find solutions with landlords and other key stakeholders to effectively and timely rationalize its real estate footprint and improve its capital structure; WeWork’s ability to effectively implement its strategic plan; the consequences of any default or event of default under its debt documents; WeWork’s liquidity needs to operate its business and execute its strategy, and related use of cash; its ability to raise

 

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capital through equity issuances, asset sales or the incurrence of debt; WeWork’s ability to fully execute actions and steps that would be probable of mitigating the existence of substantial doubt regarding its ability to continue as a going concern; retail and credit market conditions; higher cost of capital and borrowing costs; impairments; changes in general economic conditions, including as a result of inflation, the COVID-19 pandemic and the conflict in Ukraine; WeWork’s expectations regarding its exits of underperforming locations, including the timing of any such exits and its ability to retain its members; delays in customers and prospective customers returning to the office and taking occupancy, or changes in the preferences of customers and prospective customers with respect to remote or hybrid working, as a result of the COVID-19 pandemic leading to a parallel delay, or potentially permanent change, in receiving the corresponding revenue; the health of the commercial real estate market; and the impact of foreign exchange rates on WeWork’s financial performance. 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 U.S. Securities and Exchange Commission. 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.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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.

 

				WEWORK INC.
Date: October 2, 2023				By:		/s/ Pamela Swidler
				Name:		Pamela Swidler
				Title:		Chief Legal Officer

Document and Entity Information	Oct. 02, 2023
Document And Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 02, 2023
Entity Registrant Name	WEWORK INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39419
Entity Tax Identification Number	85-1144904
Entity Address, Address Line One	12 East 49th Street
Entity Address, Address Line Two	3rd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	646
Local Phone Number	389-3922
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001813756
Common Class A [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	WE
Security Exchange Name	NYSE
Warrants Each Whole Warrant Exercisable For One Share Of Class A Common Stock [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock
Trading Symbol	WE WS
Security Exchange Name	NONE
Class A Common Stock Purchase Rights [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	Class A Common Stock Purchase Rights
Security Exchange Name	NYSE
No Trading Symbol Flag	true

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