Sec Form 13D Filing - KING STREET CAPITAL MANAGEMENT L.P. filing for WeWork Inc. (WE) - 2024-06-18

Ricardo Marano

Chief Compliance Officer

c/o King Street Capital Management, L.P.

299 Park Avenue, 40^th Floor

New York, NY 10171

212-812-3100

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This statement on Schedule 13D (this “Schedule 13D”) relates to shares of common stock, $0.0001 par value per share (the “Common Stock”), of WeWork Inc., a Delaware corporation (the “Issuer”), the principal executive offices of which are located at 71 5th Avenue, 2nd Floor, New York, NY 10003.

This Schedule 13D is filed on behalf of King Street Capital Management, L.P., a Delaware limited partnership, King Street Capital Management GP, L.L.C., a Delaware limited liability company, Brian J. Higgins, a United States citizen, Rockford Tower Credit Funding I, Ltd., a Cayman Islands exempted company, King Street Capital, L.P., a Delaware limited partnership, Citrine Lily, Ltd., a Cayman Islands exempted company, Flame Tapioca, Ltd., a Cayman Islands exempted company, Antique Cactus, Ltd., a Cayman Islands exempted company, Beige Daffodil Ltd., a Cayman Islands exempted company, King Street Global Drawdown Fund II, L.P., a Delaware limited partnership, Denim Inkberry, Ltd., a Cayman Islands exempted company, King Street Capital Master Fund, Ltd., a British Virgin Islands business company, King Street Europe Master Fund, Ltd., a British Virgin Islands business company, King Street Global Drawdown Fund, L.P., a Cayman Islands exempted limited partnership, King Street Global Drawdown Overflow Fund, L.P., a Cayman Islands exempted limited partnership, and KSGDF Holdings II, L.L.C., a Cayman Islands limited liability company, (together, the “Reporting Persons” and, the Reporting Persons other than King Street Capital Management, L.P., King Street Capital Management GP, L.L.C. and Brian J H iggins, the “Investment Funds”). The Investment Funds are managed and advised by King Street Capital Management, L.P. King Street Capital Management L.P.’s general partner is King Steet Capital Management GP, L.L.C. King Street Capital Management GP, L.L.C.’s sole managing member is Brian J. Higgins.

Set forth in the attached Schedules A-O and incorporated herein by reference is a listing of the information, including name, principal place of business, and citizenship, concerning each general partner (for those Reporting Persons that are limited partnerships), director, officer and controlling person of each Reporting Person (collectively, the “Covered Persons”). Any disclosures herein with respect to persons other than the Reporting Person are made on information and belief after making inquiry to the appropriate party.

for the District of New Jersey (the “Bankruptcy Court”). On May 30, 2024, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Third Amended Joint Chapter 11 Plan of Reorganization of WeWork Inc. and its Debtor Subsidiaries (the “Plan”). On June 11, 2024 (the “Effective Date”), the Plan became effective in accordance with its terms and the Debtors emerged from chapter 11.

Pursuant to the Plan and the Confirmation Order, the Issuer issued 6,218,781 shares of Common Stock to the Investment Funds (i) in exchange for debt held by the Investment Funds prior to the filing of the Debtors’ voluntary bankruptcy petition which was cancelled, (ii) in conversion of DIP loans for the Debtors’ exit facility held by the Investment Funds, and (iii) in respect of premiums in consideration for commitments made with respect to DIP loans for the Debtors’ exit facility. As of the Effective Date, the Reporting Persons held amounts of shares of the Common Stock as enumerated above. The Reporting Persons’ shares of Common Stock will be transferred by the Depository Trust Clearing Corporation’s Direct Registration System to Rockford Tower Credit Funding I, Ltd., King Street Capital, L.P., Citrine Lily, Ltd., Flame Tapioca, Ltd., Antique Cactus, Ltd., Beige Daffodil Ltd., King Street Global Drawdown Fund II, L.P. and Denim Inkberry, Ltd., (together, the “DRS Reporting Persons”) as of the time to be known as the “DRS Completion Date” in the amounts enumerated above.

The information set forth in Item 3 is incorporated herein by reference.

Pursuant to the terms of the Plan, the Investment Funds received 6,218,781 shares of Common Stock as reported in Item 3. These shares were acquired for investment purposes.

On the Effective Date, the Issuer entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Reporting Persons and certain other stockholders of the Issuer, pursuant to which the Issuer granted certain demand registration rights and piggyback rights to such stockholders with respect to the Common Stock, following the consummation of an initial public offering. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed hereto as Exhibit 99.1 and is incorporated by reference herein.

On the Effective Date, the Issuer entered into a Stockholders Agreement (the “Stockholders Agreement”) with the Reporting Persons and other stockholders of the Issuer (the “Stockholders”), pursuant to which the parties thereto agreed to, among other things, certain board designation rights, governance rights, information rights, right of first refusal and co-sale rights, preemptive rights, drag-along rights and transfer restrictions. Pursuant to the Plan, each stockholder of the Issuer as of the Effective Date was deemed to be a party to, and bound by, the Stockholders Agreement, regardless of whether such stockholder executed a signature page thereto.

In addition, by virtue of the agreements made pursuant to the Stockholders Agreement, the Reporting Persons and the other stockholders thereunder 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 Common Stock beneficially owned by the other stockholders party to the Stockholders Agreement and their affiliates and such shares are not the subject of this Schedule 13D. The foregoing description of the Stockholders Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stockholders Agreement, which is filed hereto as Exhibit 99.2 and is incorporated by reference herein.

The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and, in the course of their review, may take actions (including through their affiliates) with respect to their investment or the Issuer, including communicating with the board of directors of the Issuer (the “Board”) members of management or other security-holders of the Issuer, or other third parties from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they may become available. Such discussions and other actions may relate to, subject to the terms and

conditions of the documents described herein to which the Reporting Persons are a party, various alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction (including, but not limited to a merger, reorganization or liquidation) involving the Issuer or any of its subsidiaries; business combinations involving the Issuer or any of its subsidiaries, a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; material asset purchases; the formation of joint ventures with the Issuer or any of its subsidiaries or the entry into other material projects; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters; changes to the Board (including board composition) or management of the Issuer; acting as a participant in debt financings of the Issuer or any of its subsidiaries, changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Issuer; or any action similar to those enumerated above. Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. Subject to the terms and conditions of the documents described herein to which the Reporting Persons are a party, the Reporting Persons or their affiliates may seek to acquire securities of the Issuer, including Common Stock and/or other equity, debt, notes or other financial instruments re lated to the Issuer or the Common Stock (which may include rights or securities exercisable or convertible into securities of the Issuer), and/or sell or otherwise dispose of some or all of such Issuer securities or financial instruments (which may include distributing some or all of such securities to such Reporting Person’s respective partners or beneficiaries, as applicable) from time to time, in each case, in open market or private transactions, block sales or otherwise. Any transaction that any of the Reporting Persons or their affiliates may pursue, subject to the terms and conditions of the documents described herein to which the Reporting Persons are a party, may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Issuer’s securities or other financial instruments, the Reporting Persons’ or such affiliates’ trading and investment strategies, subsequent developments affecting the Issuer, the Issuer’s business and the Issuer’s prospects, other investment and business opportunities available to such Reporting Persons and their affiliates, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by such Reporting Persons and such affiliates.

Daniel Ehrmann is an employee of King Street Capital Management, L.P. or one of its affiliates, serves as a member of the Board, and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Additionally, pursuant to the terms of the Stockholders Agreement (as defined above), the Reporting Persons are entitled to designate a non-voting observer to attend meetings of the Board and have appointed McLean Copus, an employee of King Street Capital Management, L.P. or one of its affiliates, to serve as the non-voting observer.

Except as set forth herein, the Reporting Person does not have, as of the date of this filing any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to adopt such plans or proposals in the future, subject to applicable regulatory requirements, if any.

The responses set forth in Item 4 are incorporated herein by reference.

Except as otherwise described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person with respect to any securities of the Issuer.

KING STREET CAPITAL MANAGEMENT, L.P.

Chief Financial Officer

June 18, 2024

(Date)

KING STREET CAPITAL MANAGEMENT GP, L.L.C.

Sole Managing Member

June 18, 2024

(Date)

BRIAN J. HIGGINS

June 18, 2024

(Date)

ROCKFORD TOWER CREDIT FUNDING I, LTD.

Rockford Tower Capital Management, L.L.C.

Its Collateral Manager

Authorized Signatory

June 18, 2024

(Date)

King Street Capital Management, L.P.

Its Investment Manager

Chief Financial Officer

June 18, 2024

(Date)

CITRINE LILY, LTD.

Director

June 18, 2024

(Date)

FLAME TAPIOCA, LTD.

Director

June 18, 2024

(Date)

ANTIQUE CACTCUS, LTD.

Director

(Title)

June 18, 2024

(Date)

BEIGE DAFFODIL, LTD.

Director

(Title)

June 18, 2024

(Date)

King Street Capital Management, L.P.

Its Investment Manager

Chief Financial Officer

June 18, 2024

(Date)

DENIM INKBERRY, LTD.

Director

June 18, 2024

(Date)

King Street Capital Management, L.P.

Its Investment Manager

Chief Financial Officer

June 18, 2024

(Date)

King Street Capital Management, L.P.

Its Investment Manager

Chief Financial Officer

June 18, 2024

(Date)

King Street Capital Management, L.P.

Its Investment Manager

Chief Financial Officer

June 18, 2024

(Date)

King Street Capital Management, L.P.

Its Investment Manager

June 18, 2024

(Date)

King Street Capital Management, L.P.

Its Manager

June 18, 2024

(Date)