Table of Contents WEWORK COMPANIES INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2019 (UNAUDITED) Note 14. Long-Term Debt, Net Long-term debt, net consists of the following: Maturity Interest December 31, June 30, (Amounts in thousands, except percentages) Year Rate 2018 2019 Senior Notes: 2025 7.875% Outstanding principal balance $ 702,000 $ 669,000 Less: Unamortized debt issuance costs (16,222) (14,433) Total Senior Notes, net 685,778 654,567 424 Fifth Venture Loans: (1) (2) Mortgage Loan 2022 LIBOR + 3.45% — 316,230 (1) (2) Senior Mezzanine Loan 2022 LIBOR + 5.27% — 95,184 (1) (2) Junior Mezzanine Loan 2022 LIBOR + 7.40% — 214,607 Less: Unamortized debt issuance costs — (18,808) Total 424 Fifth Venture Loans, net — 607,213 Other Loans: 2021 - 2026 2.5% - 6.2% Outstanding principal balance 65,742 83,656 Less: Current portion of Other Loans (2,706) (2,776) Total non-current portion Other Loans, net 63,036 80,880 Total long-term debt, net $ 748,814 $1,342,660 (1) Excludes two one-year extension options available subject to extension fees and certain conditions. (2) The 424 Fifth Venture loan agreements include a LIBOR floor of 2.513% and a LIBOR cap of 4%. The LIBOR interest rate cap expires on February 9, 2021. Senior Notes — In April 2018, the Company issued $702 million in aggregate principal amount of unsecured senior notes due 2025 (the “Senior Notes”) at a 7.875% interest rate in a private offering pursuant to Rule 144A under the Securities Act and Regulation S under the Securities Act. The Company’s gross proceeds of $702.0 million, from the issuance of the Senior Notes, were recorded net of debt issuance costs of $17.4 million. The debt issuance costs are deferred and will be amortized into interest expense over the term of the Senior Notes using the effective interest method. Interest on the Senior Notes accrues and is payable in cash semi-annually in arrears on May 1 and November 1 of each year. The Company may redeem the Senior Notes, in whole or in part, at any time prior to maturity, subject to certain make-whole premiums. The Senior Notes mature on May 1, 2025 at 100% of par. During the six months ended June 30, 2019, the Company repurchased $33.0 million aggregate principal amount of the Senior Notes for total consideration of $32.4 million. The Company recorded a gain of $0.3 million in connection with these repurchases, net of the write off of related unamortized debt issuance costs, which is included as a reduction to interest expense in the accompanying condensed consolidated statement of operations during the six months ended June 30, 2019. Upon the occurrence of certain change of control triggering events, the Company may be required to repurchase the Senior Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest through the date of repurchase. The Senior Notes contain certain restrictive covenants that limit the Company’s ability to create certain F-107
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