Item 1.01 Entry into a Material Definitive Agreement.



On December 20, 2022, WeWork Companies LLC, a Delaware limited liability company
("WeWork") and wholly owned subsidiary of WeWork Inc., a Delaware corporation
(the "Company"), SoftBank Group Corp., a Japanese joint-stock company ("SBG" and
in its capacity as obligor, the "SoftBank Obligor"), SoftBank Vision Fund II-2
L.P., a limited partnership established in Jersey (the "Partnership"), acting by
its manager, SB Global Advisers Limited, a limited company incorporated under
the laws of England and Wales (the "Manager" and the Partnership, acting via the
Manager, the "SVF Obligor"), the senior tranche issuing creditors from time to
time party thereto (collectively, the "Senior Tranche Issuing Creditors"), the
senior tranche L/C participants from time to time party thereto (collectively,
the "Senior Tranche L/C Participants") and Goldman Sachs International Bank, as
administrative agent for the Senior Tranche Issuing Creditors and Senior Tranche
L/C Participants (in such capacity, the "Senior Tranche Administrative Agent"),
entered into the Fifth Amendment (the "Fifth Amendment") to the Credit
Agreement, dated as of December 27, 2019 (as amended or otherwise modified from
time to time prior to the date hereof, the "Existing Credit Agreement"), by and
among WeWork, the SoftBank Obligor, the Senior Tranche L/C Participants, the
Senior Tranche Issuing Creditors, the Senior Tranche Administrative Agent and
the other parties thereto from time to time. The Fifth Amendment, among other
things, (i) extends the termination date of the existing senior tranche letter
of credit facility under the Existing Credit Agreement from February 9, 2024 to
March 14, 2025, (ii) provides for SBG's resignation as obligor with respect to
the senior letter of credit tranche and the SVF Obligor's assumption of all of
SBG's obligations with respect to the senior letter of credit tranche with
certain collateral support required in respect of the SVF Obligor's obligations
thereunder, and (iii) retains SBG's role as the SoftBank Obligor with respect to
the junior letter of credit tranche thereunder. In addition, the Fifth Amendment
amends the pricing applicable to the senior letter of credit facility such that
unreimbursed letter of credit draws thereunder accrue interest at a margin of
6.00%, which may increase if certain conditions are not satisfied. On the
effective date of the Fifth Amendment, aggregate commitments under the senior
letter of credit tranche are reduced to approximately $1.1 billion, with a
further reduction scheduled on February 10, 2023 to approximately $930 million,
but the Fifth Amendment provides that the total senior letter of credit tranche
commitments may be increased to an amount not to exceed $1,250,000,000 until
February 10, 2023 and $1,050,000,000 thereafter with additional commitments at a
later date. The Fifth Amendment also provides that if letter of credit
reimbursements under the senior letter of credit tranche are made from the
proceeds of certain SVF Obligor capital contributions, the commitments in
respect of the senior letter of credit tranche will be reduced by a
corresponding amount.

The foregoing summary of the Fifth Amendment does not purport to be complete and
is qualified in its entirety by reference to the complete terms of the Fifth
Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference
in this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

Item 8.01 Other Events



In connection with the Fifth Amendment, on December 20, 2022, WeWork, the
SoftBank Obligor, and the SVF Obligor entered into the Amended and Restated
Reimbursement Agreement, dated as of December 20, 2022 (the "Amended and
Restated Reimbursement Agreement"), which amends and restates that certain
Reimbursement Agreement, dated as of February 10, 2020 (as amended prior to the
Amended and Restated Reimbursement Agreement, the "Existing Reimbursement
Agreement"), by and between WeWork and the SoftBank Obligor. The Amended and
Restated Reimbursement Agreement, among other things, amends and restates the
Existing Reimbursement Agreement to substitute the SVF Obligor for the Softbank
Obligor with respect to the senior letter of credit reimbursement rights and
obligations, retain the Softbank Obligor's role with respect to the junior
letter of credit reimbursement rights and obligations and adjusts WeWork's
reimbursement rights and obligations to each party accordingly. In addition, the
Amended and Restated Reimbursement Agreement amends the fees payable by WeWork
thereunder, such that no fees will be owed to the SVF Obligor in respect of the
senior letter of credit issued through February 10, 2024 and thereafter fees
will accrue at 7.045% of the face amount of letters of credit issued thereunder,
compounding quarterly and payable at the earlier of March 14, 2025 and
termination or acceleration of the senior letter of credit tranche. Under the
Amended and Restated Reimbursement Agreement, reimbursed amounts owed by WeWork
to the SoftBank Obligor and the SVF Obligor bear interest at a rate per annum
equal to 4.20% from the date paid by the SoftBank Obligor or the SVF Obligor, as
applicable, until paid in full by WeWork. WeWork is required to reimburse
amounts paid under the Amended and Restated Reimbursement Agreement no later
than the second business day following WeWork's receipt of notice of the payment
of such amount.




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Item 9.01 Financial Statements and Exhibits

(d) Exhibits:



Exhibit Number            Description
10.1                        Fifth Amendment to the Credit Agreement, dated

as of December 20, 2022, by


                          and among the SoftBank Obligor, the SVF Obligor,

WeWork, the Manager, the


                          Jersey General Partner, the Senior Tranche

Issuing Creditors party thereto,


                          the Senior Tranche L/C Participants party thereto and Goldman Sachs
                          International Bank, as Senior Tranche Administrative Agent.
104                       Cover Page Interactive Data File (embedded within

the Inline XBRL document).

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