Item 8.01. Other Events.
On September 27, 2021, WeWork Companies LLC ("WeWork LLC") and WW Co-Obligor
Inc. executed a second amendment to their senior secured note purchase
agreement, as previously amended, with Starbright WW LP (the "Note Purchaser"),
an affiliate of SoftBank Group Corp., governing their $1.1 billion of senior
secured debt in the form of 12.50% senior secured notes (the "SoftBank Senior
Secured Notes"), which further extends the expiration of the draw period under
that agreement from September 30, 2021 to October 31, 2021.
Concurrently with the execution of that amendment, WeWork LLC and the Note
Purchaser executed a second amendment to the letter agreement, as previously
amended, governing the execution of the amended and restated senior secured note
purchase agreement (the "A&R NPA") for the $550,000,000 of senior secured debt
in the form of new 7.5% senior secured notes that will be available in lieu of
the Softbank Senior Secured Notes, which further extends the date of execution
of that A&R NPA to the earlier of (i) the closing date under the previously
announced Agreement and Plan of Merger, dated as of March 25, 2021 (the "Merger
Agreement"), among BowX Acquisition Corp. ("BowX"), BowX Merger Subsidiary
Corp., a direct, wholly owned subsidiary of BowX, and WeWork Inc. ("WeWork"),
and (ii) October 31, 2021.
In addition, as of September 24, 2021, in connection with WeWork LLC's loan
agreement with a third party for $349.0 million of cash in exchange for letters
of credit issued from WeWork LLC's letter of credit facility, WeWork LLC
extended the maturity date to October 29, 2021.
Additional Information and Where to Find It
This communication relates to a proposed transaction between BowX and WeWork.
This communication is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the potential
transaction and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of WeWork, the combined company or BowX, nor shall
there be any sale of any such securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the
requirements of the Securities Act of 1933, as amended. BowX has filed a
registration statement on Form S-4 (Registration No. 333-256133) with the SEC,
which includes a document that serves as a prospectus and proxy statement of
BowX, referred to as a proxy statement/prospectus. The definitive proxy
statement/prospectus was filed with the SEC on September 20, 2021 and was sent
to all BowX stockholders as of September 14, 2021 (the record date for voting on
the proposed transaction). Before making any voting decision, investors and
security holders of BowX are urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed with the SEC in
connection with the proposed transaction because they contain important
information about the proposed transaction. Investors and security holders will
be able to obtain free copies of the registration statement, the proxy
statement/prospectus and all other relevant documents filed with the SEC by BowX
through the website maintained by the SEC at www.sec.gov.
Participants in Solicitation
BowX and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from BowX's stockholders in connection with the
proposed transaction. A list of the names of the directors and executive
officers of BowX and information regarding their interests in the business
combination is set forth in BowX's registration statement on Form S-4
(Registration No. 333-256133) filed with the SEC. Additional information
regarding the interests of such persons and other persons who may be deemed
participants in the solicitation is contained in the registration statement and
the proxy statement/prospectus. You may obtain free copies of these documents as
described in the preceding paragraph.
Forward-Looking Statements
Certain statements made in this communication are "forward looking statements"
within the meaning of the "safe harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995. Such "forward-looking statements" with
respect to the proposed transaction between WeWork and BowX include statements
regarding the benefits of the transaction, the anticipated timing of the
transaction and the products and markets of
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WeWork. 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. Many factors could cause
actual future events to differ materially from the forward-looking statements in
this communication, including but not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all, which may
adversely affect the price of BowX's securities, (ii) the risk that the
transaction may not be completed by BowX's business combination deadline and the
potential failure to obtain an extension of the business combination deadline if
sought by BowX, (iii) the failure to satisfy the conditions to the consummation
of the transaction, including the adoption of the Merger Agreement by the
shareholders of BowX, the satisfaction of the minimum amount in the trust
account following redemptions by BowX's public shareholders and the receipt of
certain governmental and regulatory approvals, (iv) the lack of a third party
valuation in determining whether or not to pursue the proposed transaction,
(v) the inability to complete the PIPE investment, (vi) the occurrence of any
event, change or other circumstance that could give rise to the termination of
the Merger Agreement, (vii) the effect of the announcement or pendency of the
transaction on WeWork's business relationships, operating results, and business
generally, (viii) risks that the proposed transaction disrupts current plans and
operations of WeWork and potential difficulties in WeWork employee retention as
a result of the transaction, (ix) the outcome of any legal proceedings that may
be instituted against WeWork or against BowX related to the Merger Agreement or
the proposed transaction, (x) the ability to maintain the listing of BowX's
securities on a national securities exchange, (xi) the price of BowX's
securities may be volatile due to a variety of factors, including changes in the
competitive and regulated industries in which BowX plans to operate or WeWork
operates, variations in operating performance across competitors, changes in
laws and regulations affecting BowX's or WeWork's business, WeWork's inability
to implement its business plan or meet or exceed its financial projections and
changes in the combined capital structure, (xii) changes in general economic
conditions, including as a result of the COVID-19 pandemic, and (xiii) the
ability to implement business plans, forecasts, and other expectations after the
completion of the proposed transaction, and identify and realize additional
opportunities. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties
described in the registration statement on Form S-4 discussed above, the proxy
statement/prospectus and other documents filed or that may be filed by BowX from
time to time with the SEC. These filings identify and address other important
risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and WeWork
and BowX assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information, future
events, or otherwise. Neither WeWork nor BowX gives any assurance that either
WeWork or BowX, or the combined company, will achieve its expectations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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