Quantisnow Logo
Dashboard

SEC Form SC 13D/A filed by WeWork Inc. (Amendment)

$WE
Real Estate
Real Estate
Get the next $WE alert in real time by email
SC 13D/A 1 d464778dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

WeWork Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

96209A104

(CUSIP Number)

SB Global Advisers Limited

Attn: Stephen Lam

69 Grosvenor St

Mayfair, London W1K 3JP

+44 0207 629 0431

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 5, 2023

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. 96209A104    13D    Page 1 of 10 pages

 

  1    

  Names of Reporting Persons

 

  SVF II WW Holdings (Cayman) Limited

  2  

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☒

 

  3  

  SEC Use Only

 

  4  

  Source of Funds (See Instructions)

 

  OO

  5  

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6  

  Citizenship or Place of Organization

 

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

  Sole Voting Power

 

  0

     8  

  Shared Voting Power

 

  1,462,147,904

     9  

  Sole Dispositive Power

 

  0

   10  

  Shared Dispositive Power

 

  1,462,147,904

11    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  1,462,147,904

12  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  ☐

13  

  Percent of Class Represented by Amount in Row (11)

 

  68.3%

14  

  Type of Reporting Person

 

  CO

CUSIP No. 96209A104    13D    Page 2 of 10 pages

 

  1    

  Names of Reporting Persons

 

  SVF II WW (DE) LLC

  2  

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☒

 

  3  

  SEC Use Only

 

  4  

  Source of Funds (See Instructions)

 

  OO

  5  

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6  

  Citizenship or Place of Organization

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

  Sole Voting Power

 

  0

     8  

  Shared Voting Power

 

  1,483,178,364

     9  

  Sole Dispositive Power

 

  0

   10  

  Shared Dispositive Power

 

  1,483,178,364

11    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  1,483,178,364

12  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  ☐

13  

  Percent of Class Represented by Amount in Row (11)

 

  68.7%

14  

  Type of Reporting Person

 

  OO (Limited Liability Company)

CUSIP No. 96209A104    13D    Page 3 of 10 pages

 

  1    

  Names of Reporting Persons

 

  SVF II Holdings (DE) LLC

  2  

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☒

 

  3  

  SEC Use Only

 

  4  

  Source of Funds (See Instructions)

 

  OO

  5  

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6  

  Citizenship or Place of Organization

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

  Sole Voting Power

 

  0

     8  

  Shared Voting Power

 

  1,483,178,364

     9  

  Sole Dispositive Power

 

  0

   10  

  Shared Dispositive Power

 

  1,483,178,364

11    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  1,483,178,364

12  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  ☐

13  

  Percent of Class Represented by Amount in Row (11)

 

  68.7%

14  

  Type of Reporting Person

 

  OO (Limited Liability Company)

CUSIP No. 96209A104    13D    Page 4 of 10 pages

 

  1    

  Names of Reporting Persons

 

  SVF II Aggregator (Jersey) L.P.

  2  

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☒

 

  3  

  SEC Use Only

 

  4  

  Source of Funds (See Instructions)

 

  OO

  5  

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6  

  Citizenship or Place of Organization

 

  Jersey

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

  Sole Voting Power

 

  0

     8  

  Shared Voting Power

 

  1,863,900,121

     9  

  Sole Dispositive Power

 

  0

   10  

  Shared Dispositive Power

 

  1,863,900,121

11    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  1,863,900,121

12  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  ☐

13  

  Percent of Class Represented by Amount in Row (11)

 

  73.4%

14  

  Type of Reporting Person

 

  PN

CUSIP No. 96209A104    13D    Page 5 of 10 pages

 

  1    

  Names of Reporting Persons

 

  SoftBank Vision Fund II-2 L.P.

  2  

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☒

 

  3  

  SEC Use Only

 

  4  

  Source of Funds (See Instructions)

 

  OO

  5  

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6  

  Citizenship or Place of Organization

 

  Jersey

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

  Sole Voting Power

 

  0

     8  

  Shared Voting Power

 

  1,863,900,121

     9  

  Sole Dispositive Power

 

  0

   10  

  Shared Dispositive Power

 

  1,863,900,121

11    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  1,863,900,121

12  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  ☐

13  

  Percent of Class Represented by Amount in Row (11)

 

  73.4%

14  

  Type of Reporting Person

 

  PN

 

CUSIP No. 96209A104    13D    Page 6 of 10 pages

 

  1    

  Names of Reporting Persons

 

  SB Global Advisers Limited

  2  

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☒

 

  3  

  SEC Use Only

 

  4  

  Source of Funds (See Instructions)

 

  OO

  5  

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6  

  Citizenship or Place of Organization

 

  England and Wales

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

  Sole Voting Power

 

  0

     8  

  Shared Voting Power

 

  1,863,900,121

     9  

  Sole Dispositive Power

 

  0

   10  

  Shared Dispositive Power

 

  1,863,900,121

11    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  1,863,900,121

12  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  ☐

13  

  Percent of Class Represented by Amount in Row (11)

 

  73.4%

14  

  Type of Reporting Person

 

  CO

 

CUSIP No. 96209A104    13D    Page 7 of 10 pages

 

  1    

  Names of Reporting Persons

 

  SoftBank Group Corp.

  2  

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☒

 

  3  

  SEC Use Only

 

  4  

  Source of Funds (See Instructions)

 

  OO

  5  

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6  

  Citizenship or Place of Organization

 

  Japan

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

  Sole Voting Power

 

  0

     8  

  Shared Voting Power

 

  1,863,900,121

     9  

  Sole Dispositive Power

 

  0

   10  

  Shared Dispositive Power

 

  1,863,900,121

11    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  1,863,900,121

12  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  ☐

13  

  Percent of Class Represented by Amount in Row (11)

 

  73.4%

14  

  Type of Reporting Person

 

  CO

 

CUSIP No. 96209A104    13D    Page 8 of 10 pages

 

EXPLANATORY NOTE

This Amendment No. 4 (“Amendment No. 4”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on November 1, 2021 (as amended to date, the “Schedule 13D”) with respect to the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of WeWork Inc., a Delaware corporation (the “Issuer”). This Amendment No. 4 is being filed solely to update the percent of class owned by the Reporting Persons following consummation of the Transactions presented in Amendment No. 3. Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and restated in its entirety as follows:

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 2,112,582,668 shares of Class A Common Stock outstanding following the consummation of the Transactions:

 

Reporting Person

    Amount
beneficially
owned		      Percent
of class		     Sole
power to
vote or to
direct the
vote		      Shared power
to vote or to
direct the vote*		      Sole power
to dispose
or to direct
the
disposition		      Shared power
to dispose or
to direct the
disposition		  

SVF II WW Holdings (Cayman) Limited

      1,462,147,904        68.3 %      0        1,462,147,904        0        1,462,147,904  

SVF II WW (DE) LLC

      1,483,178,364        68.7 %      0        1,483,178,364        0        1,483,178,364  

SVF II Holdings (DE) LLC

      1,483,178,364        68.7 %      0        1,483,178,364        0        1,483,178,364  

SVF II Aggregator (Jersey) L.P.

      1,863,900,121        73.4 %      0        1,863,900,121        0        1,863,900,121  

SoftBank Vision Fund II-2 L.P.

      1,863,900,121        73.4 %      0        1,863,900,121        0        1,863,900,121  

SB Global Advisers Limited

      1,863,900,121        73.4 %      0        1,863,900,121        0        1,863,900,121  

SoftBank Group Corp.

      1,863,900,121        73.4 %      0        1,863,900,121        0        1,863,900,121  

 

*

Pursuant to the Proxy Agreement, the SoftBank Holders (as defined in the Proxy Agreement) shall only be entitled to vote 49.90% of the voting securities held.

SVF II WW Holdings (Cayman) Limited is the record holder of 1,433,199,066 shares of Class A Common Stock and may be deemed to beneficially own 28,948,838 shares of Class A Common Stock issuable upon exercise of the First Warrant. SVF II WW (DE) LLC is the record holder of 4,049,587 shares of Class A Common Stock, and may be deemed to beneficially own 5,057,306 shares of Class A Common Stock issuable upon exercise of the Penny Warrants and 11,923,567 shares of Class A Common Stock issuable upon exercise of the Second Warrants. SVF II Aggregator (Jersey) L.P. may be deemed to beneficially own 156,161,508 shares of Class A Common Stock issuable upon exchange of the Second Lien Notes and 224,560,249 shares of Class A Common Stock issuable upon exchange of the Third Lien Notes.

CUSIP No. 96209A104    13D    Page 9 of 10 pages

 

SoftBank, which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SBGA, 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.

In addition, by virtue of the agreements made pursuant to the Stockholders Agreement, the Reporting Persons and the Stockholder Members may be deemed to constitute a group for purposes of Rule 13d-3 under the Exchange Act. The Reporting Persons expressly disclaim any beneficial ownership of shares of Class A Common Stock beneficially owned by the group members and their affiliates and such shares are not the subject of this Schedule 13D.

(c) Except as described in Item 4 of Amendment No. 3, during the past 60 days, none of the Reporting Persons or Related Persons has effected any transactions in the Class A Common Stock.

(d) None.

(e) Not applicable.

CUSIP No. 96209A104    13D    Page 10 of 10 pages

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 18, 2023

 

SVF II WW Holdings (Cayman) Limited
By:  

/s/ Karen Ellerbe

Name:   Karen Ellerbe
Title:   Director
SVF II WW (DE) LLC
By:  

/s/ Jonathan Duckles

Name:   Jonathan Duckles
Title:   Director
SVF II Holdings (DE) LLC
By:  

/s/ Jonathan Duckles

Name:   Jonathan Duckles
Title:   Director
SVF II Aggregator (Jersey) L.P.
By: SB Global Advisers Limited, its Manager
By:  

/s/ Alex Clavel

Name:   Alex Clavel
Title:   Director
SoftBank Vision Fund II-2 L.P.
By: SB Global Advisers Limited, its Manager
By:  

/s/ Alex Clavel

Name:   Alex Clavel
Title:   Director
SB Global Advisers Limited
By:  

/s/ Alex Clavel

Name:   Alex Clavel
Title:   Director

 

SoftBank Group Corp.
By:  

/s/ Yuko Yamamoto

Name:   Yuko Yamamoto
Title:   Head of Corporate Legal Department
Get the next $WE alert in real time by email

Chat with this insight

Save time and jump to the most important pieces.

Recent Analyst Ratings for
$WE

DatePrice TargetRatingAnalyst
8/9/2023Buy → Neutral
BTIG Research
5/17/2023$1.75 → $0.30Buy → Neutral
Mizuho
11/4/2022$7.50Buy
BTIG Research
10/24/2022$8.00Overweight
Cantor Fitzgerald
6/29/2022$6.50Neutral
UBS
6/23/2022$11.00Outperform
Credit Suisse
4/22/2022$9.00Buy
Mizuho
4/19/2022$10.00Overweight
Piper Sandler
More analyst ratings

$WE
 Press Releases

Fastest customizable press release news feed in the world

See more

  • WeWork Takes Strategic Action to Significantly Strengthen Balance Sheet and Further Streamline Real Estate Footprint

    WeWork spaces remain open and operational and the Company will continue to provide its signature member experience Company enters into Restructuring Support Agreement with strong support from key financial stakeholders to drastically reduce its existing funded debt WeWork Inc. (NYSE:WE) ("WeWork" or "the Company"), the leading global flexible space provider, today announced that it has commenced a comprehensive reorganization to strengthen its capital structure and financial performance and best position the Company for future success. The Company maintains the strong support of its key financial stakeholders and has entered into a Restructuring Support Agreement ("RSA") with holders re

    $WE
    Real Estate

  • A Proposal by Cole Capital Funds Seeks to Acquire 51% of all minority ownership shares of WeWork, Inc. for $9.00 per share in Cash

      Cole Capital Funds sent the following letter to the Board of Directors of WeWork, Inc. We believe that it is in the best interest of WeWork to support our acquisition of 51% of all the outstanding shares owned by minority shareholders at a price of $9.00 per share and provide Cole with proper representation on the company board. We have received feedback from City National Bank and JP Morgan regarding the financing for this acquisition and expect to select a lender and have a financing commitment prior to execution of a definitive agreement. We have consulted with God, legal, financial and other advisors to assist us with this transaction. We stand ready to proceed timely. In ad

    $WE
    Real Estate

  • WeWork Appoints David Tolley As Chief Executive Officer

    Company's Strategic Transformation Efforts Continue WeWork Inc. (NYSE:WE) ("WeWork" or the "Company"), the leading global flexible space provider, today announced that David Tolley has been named Chief Executive Officer. Tolley has served as a WeWork Board Member since February 2023 and as interim Chief Executive Officer since May 2023. "WeWork's ability to define and lead an evolving world of work is a direct result of the tenacity and hard work of our employees who have built an exceptional product, member experience, and brand," said Tolley. "As companies continue to rethink their office strategies, and demand for flexible office space continues to grow, WeWork offers a unique suite

    $WE
    Real Estate

$WE
 Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

See more

$WE
 Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

See more

$WE
 SEC Filings

See more

$WE
 Leadership Updates

Live Leadership Updates

See more

  • WeWork Appoints David Tolley As Chief Executive Officer

    Company's Strategic Transformation Efforts Continue WeWork Inc. (NYSE:WE) ("WeWork" or the "Company"), the leading global flexible space provider, today announced that David Tolley has been named Chief Executive Officer. Tolley has served as a WeWork Board Member since February 2023 and as interim Chief Executive Officer since May 2023. "WeWork's ability to define and lead an evolving world of work is a direct result of the tenacity and hard work of our employees who have built an exceptional product, member experience, and brand," said Tolley. "As companies continue to rethink their office strategies, and demand for flexible office space continues to grow, WeWork offers a unique suite

    $WE
    Real Estate

  • WeWork Announces Board Updates

    WeWork Inc. (NYSE:WE), the leading global flexible space provider, today announced the appointment of Paul Aronzon, Founder of PSA Consulting; Paul Keglevic, former CEO, CFO and CRO of Energy Future Holdings; Elizabeth LaPuma, former Managing Director, Head of Balance Sheet Advisory at UBS, and Henry Miller, a Co-founder and retired Partner of Marblegate Asset Management, LLC, to the WeWork Board of Directors with immediate effect. "These new director appointments bring a fresh perspective and renewed commitment to the Board and our company," said David Tolley, Interim Chief Executive Officer of WeWork. "The deep financial expertise and robust business experience that each of our new dire

    $WE
    Real Estate

  • WeWork Announces Appointment of Daniel Hurwitz to its Board of Directors

    WeWork Inc. (NYSE:WE), a leading global flexible space provider, today announced that Daniel Hurwitz, co-founder & CEO of Raider Hill Advisors, has joined WeWork's Board of Directors, effective June 23, 2022. He succeeds Jeffrey Sine, co-founder and partner of The Raine Group, who served on WeWork's Board since October 2019. With more than three decades of experience transforming public and private businesses in the retail real estate industry, Hurwitz will bring exceptional insight to WeWork's Board of Directors. Before co-founding Raider Hill Advisors, Hurwitz spent 16 years at SITE Centers (NYSE:SITC) – formerly known as DDR Corp. – serving in various executive roles, including Chief Ex

    $BRX
    $SITC
    $WE
    Real Estate Investment Trusts
    Real Estate

$WE
 Financials

Live finance-specific insights

See more

  • WeWork Announces Date of Second Quarter 2023 Results

    WeWork Inc. (NYSE:WE) ("WeWork"), the leading global flexible space provider, today announced that on Tuesday, August 8, 2023, it will issue financial results for the second quarter ending June 30, 2023. The company will conduct a conference call at 8:00 A.M. EDT on Wednesday, August 9, 2023, following the release of its earnings materials. Earnings call details will be available on WeWork's Investor Relations website at investors.wework.com. Questions must be submitted in advance to investor@wework.com. A replay of the conference call will be available at the same website after the call. The company's financial results and earnings release will be available on WeWork's Investor Relatio

    $WE
    Real Estate

  • WeWork Announces Date of First Quarter 2023 Results Conference Call

    WeWork Inc. (NYSE:WE) ("WeWork"), the leading global flexible space provider, today announced that on Tuesday, May 9, 2023, it will issue financial results for the first quarter ending March 31, 2023. The company will conduct a conference call at 8:00 AM ET, following the release of its earnings materials. Earnings call details, the company's earnings release, and related materials will be available on WeWork's Investor Relations website at investors.wework.com. A replay of the conference call will be available at the same website after the call. WeWork announces material information to the public through a variety of means, including filings with the Securities and Exchange Commission,

    $WE
    Real Estate

  • WeWork Adopts Tax Asset Preservation Plan Designed to Protect Long-Term Stockholder Value by Preserving the Availability of Its Tax Assets

     Preserving long-term stockholder value by adopting a Section 382 rights plan intended to protect tax assets by reducing the likelihood of an ownership change (as defined in the Internal Revenue Code) Tax Asset Preservation Plan in effect immediately to deter any person or group from acquiring beneficial ownership of 4.9% or more of WeWork's outstanding Class A common stock and compromising the availability of WeWork's NOLs and other tax attributes WeWork Inc. (NYSE:WE) ("WeWork"), the leading global flexible space provider, today announced that its Board of Directors (the "Board") has adopted a stockholder rights plan designed to protect long-term stockholder value by preserving the

    $WE
    Real Estate

$WE
 Large Ownership Changes

This live feed shows all institutional transactions in real time.

See more