9. The ESPP Proposal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker
Non-Vote
|
|
Class A Stock
|
|
|
34,483,883
|
|
|
|
1,272,214
|
|
|
|
15,924
|
|
|
|
0
|
|
Class B Stock
|
|
|
12,075,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
N/A
|
|
Total
|
|
|
46,558,883
|
|
|
|
1,272,214
|
|
|
|
15,924
|
|
|
|
0
|
|
10. The Adjournment Proposal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker
Non-Vote
|
|
Class A Stock
|
|
|
34,249,601
|
|
|
|
1,507,398
|
|
|
|
15,022
|
|
|
|
0
|
|
Class B Stock
|
|
|
12,075,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
N/A
|
|
Total
|
|
|
46,324,601
|
|
|
|
1,507,398
|
|
|
|
15,022
|
|
|
|
0
|
|
Based on the results of the Special Meeting, and subject to the satisfaction or waiver of certain other closing conditions as
described in the Proxy Statement, the transactions (the Transactions) contemplated by the Business Combination Agreement are expected to be consummated on October 20, 2021. Following the consummation of the Transactions, the common
stock and warrants of New WeWork (as such term is defined in the Proxy Statement) are expected to begin trading on the New York Stock Exchange (the NYSE) under the symbols WE and WE WS, respectively, on
October 21, 2021.
Item 7.01
|
Regulation FD Disclosure
|
On October 19, 2021, BowX and WeWork issued a press release announcing the results relating to the Special Meeting and the closing of the Transactions. A
copy of the press release is being furnished herewith as Exhibit 99.1.
The information contained in this Current Report on Form 8-K pursuant to this Item 7.01, including the exhibit attached hereto, is intended to be furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Upon closing of the Transactions, WeWork is expected to receive approximately $1.3 billion in gross cash proceeds consisting of approximately $333.0 million
from the trust account (the Trust Account Proceeds), $150.0 million from the Backstop Investment (as defined below and together with the Trust Account Proceeds, the Combined Trust and Backstop Proceeds) and $800.0 million
from the PIPE Investment. $333.0 million from the Combined Trust and Backstop Proceeds is attributable to the amount remaining in the trust account after a total of 15,006,786 shares of Class A Stock were presented for redemption in connection
with the Special Meeting (the Redemptions). The remaining $150,000,000 million from the Combined Trust and Backstop Proceeds is attributable to the BowX backstop subscription agreement (the Backstop Subscription Agreement)
with DTZ Worldwide Limited, a wholly owned subsidiary of Cushman & Wakefield U.S., Inc., a Delaware corporation (the Backstop Investor), pursuant to which, and on the terms and subject to the conditions of which, the Backstop
Investor has committed to subscribe for the number of shares of Class A Shares equal to the amount of the Redemptions, subject to a cap of 15,000,000 Class A Shares (the Cap), as previously disclosed on our Report on Form 8-K
filed with the SEC on October 13, 2021. The purchase price for such Class A Shares is equal to $10.00 per share multiplied by the number of Redemptions, subject to the Cap, for an aggregate purchase price of up to $150,000,000 (the
Backstop Investment). It is expected that, substantially concurrently with the closing of the Business Combination, the Backstop Investor will subscribe for 15,000,000 Class A Shares for $150,000,000.
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 and timing of the transaction, the anticipated timing of the trading of the combined company and