WeWork Restructuring Presentation Deck
Transaction Term Sheet (Cont'd)
New 1L Notes / New 1L Delayed Draw Notes
Description
Size
Interest Rate
Backstop Fee
Maturity
Security /
Guarantees
CoC
Prepayment
Equity Option
>
First lien notes ("New 1L Notes") from participating Public Noteholders
New 1L Notes or New 1L Delayed Draw Notes from SoftBank and third-party, non-SoftBank investors
New 1L Delayed Draw Notes will be issued under the same indenture as the New 1L Notes, but under three separate series
> $675mm, including (i) $500mm offered to all non-SoftBank Public Noteholders and backstopped by the AHG and (ii) $175mm New 1L Notes
or New 1L Delayed Draw Notes (¹) (at the Company's option) from third-party, non-SoftBank investors at the same terms (including call
protection, if drawn) as New 1L Notes
>
SoftBank to roll its $250mm of drawn Secured Notes and $50mm Secured Notes into New 1L Notes or New 1L Delayed Draw Notes (at the
Company's option; if Delayed Draw Notes option selected, then subject to SoftBank's drawn amounts being repaid in cash upon
consummation of a transaction) at the same economic terms (including call protection, if drawn) as New 1L Notes
Drawn: 15.0% (7.0% Cash / 8.0% PIK), payable semi-annually / Undrawn: None
Default Rate: 2%
5.0% PIK to the AHG ($500mm backstopped from AHG)
> August 15, 2027
Secured on a first lien basis by all assets (subject to exclusions customary for facilities of this nature and on terms satisfactory to the AHG and
SoftBank) consistent with the collateral securing the LC Facility
> Pledge of 100% of the equity interests of WW Worldwide C.V.
Guarantors to include each guarantor and each current "unrestricted subsidiary" (other than WeWork Japan GK, 1 Ariel Way Tenant Limited
and WeCap business entities) under the existing drawn Secured Notes, the Public Notes and the LC Facility
> Designation of any unrestricted subsidiaries will require the consent of the majority of the holders of the New 1L Notes of each applicable
series separately (the "Required 1L Noteholders")
> Callable at 101% of par, "Change of Control" to be defined in a manner acceptable to the AHG and SoftBank
NC - 18 months from closing / par thereafter (subject to make-whole protection (to be defined in a manner acceptable to the AHG and
SoftBank) during non-call period)
> Equity Claw: WeWork may repay 35% of outstanding principal at 115.0% during non-call period
At the signing date, a third-party, non-SoftBank investors will have committed to purchase 35mm of primary shares of WeWork at
$1.15/share at closing
(1) Delayed draw option for the third-party investor requires demonstration of fully-committed, unconditional and irremovable capital (e.g., letter of credit issued to
WeWork) from third-party, non-SoftBank investor(s).
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