WeWork Restructuring Presentation Deck
Transaction Term Sheet (Cont'd)
New 3L Convertible Exchange Notes
Description
Exchange Price
Interest Rate
Prepayment
Maturity
Security /
Guarantees
Conversion
Option
> Third lien convertible exchange notes ("New 3L Convertible Exchange Notes")
> $359.5mm principal amount of 5.000% Notes (Series 1): 90% of par (comprised of 75 cents of New 3L Convertible Exchange Notes + 15
cents of equity at the Common Equity VWAP)
>
101 equity claw for life
101 refi call protection
August 15, 2027
Secured on a third lien basis by all collateral securing the LC Facility and the New 1L Notes with such security interest and lien to be (i) junior
to the New 1L Notes, the LC Facility, the New 2L Exchange Notes and the New 2L Convertible Exchange Notes and (ii) pari passu with the
New 3L Exchange Notes
> 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 3L Convertible Exchange
Notes
>
>
>
12.0% PIK, payable semi-annually
Default Rate: 2%
> The holder has the option to convert its New 3L Convertible Exchange Notes into common equity at any time at a per share price equal to
1.3x Common Equity VWAP
>
18 months after closing date, the 3L Convertible Exchange Notes mandatorily convert into common equity at 1.3x Common Equity VWAP if
(i) the non-JV, wholly owned liquidity is greater than $250mm and (ii) the daily VWAP is equal to or greater than 250% the Common Equity
VWAP for at least 20 trading days in a 30-trading day period
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