Table of Contents As of June 30, 2019, our consolidated VIEs held the following, in each case after intercompany eliminations: June 30, 2019 (1) (2) (Amounts in thousands) Asia JVs Other VIEs Cash and cash equivalents $ 531,147 $ 4,682 Restricted cash 96,656 — Total assets 5,162,422 963,437 Total liabilities 3,801,770 623,274 Redeemable stock issued by VIEs 1,599,157 6,446 (3) Total net assets (238,505) 333,717 (1) The “Asia JVs” include ChinaCo, JapanCo and PacificCo. JapanCo and PacificCo are prohibited from declaring dividends (including to us) without the approval of an affiliate of Softbank Group Capital Limited. As a result, we consider any net assets of JapanCo and PacificCo to be restricted net assets to us. In addition, certain subsidiaries of ChinaCo are incorporated in China and are subject to laws and regulations of the People’s Republic of China (“PRC”). As a result of local PRC laws and restrictions, assets held by ChinaCo may not be freely transferable to the United States. The net assets of the Asia JVs include preferred stock issued to SoftBank entities and other investors that includes liquidation preferences totaling $1.6 billion as of June 30, 2019, and is redeemable upon the occurrence of an event that is not solely within our control. After reducing the net assets of each Asia JV by the liquidation preference associated with the redeemable stock issued, the remaining net assets of each Asia JV is negative. The initial issuance price equals the liquidation preference for each share issued as of June 30, 2019. (2) The “Other VIEs” include all other consolidated VIEs other than the Asia JVs discussed separately in (1) and include the 424 Fifth Venture, the Creator Fund and WeWork Waller Creek. (3) Total net assets represents total assets less total liabilities and redeemable stock issued by VIEs after the total assets and total liabilities have both been reduced to remove amounts that are eliminated in consolidation. Assets of our consolidated VIEs will be used first to settle obligations of the VIE. Remaining assets may then be distributed to the VIEs’ owners, including us, subject to the liquidation preferences of certain noncontrolling interest holders and any other preferential distribution provisions contained within the operating agreements of the relevant VIEs. Other than the restrictions relating to our Asia JVs discussed in note (1) to the table above, third-party approval for the distribution of available net assets is not required for any of our consolidated VIEs. Creditors of our consolidated VIEs do not have recourse against the general credit of The We Company except with respect to certain performance and other guarantees of the 424 Fifth Venture loans (as described in more detail in “Description of Indebtedness—424 Fifth Venture Loans” and Note 14 to the unaudited interim condensed consolidated financial statements included elsewhere in this prospectus) and certain lease guarantees we have provided to landlords of our consolidated VIEs, which guarantees totaled $36.6 million as of June 30, 2019. We believe our existing cash and cash equivalents, together with cash provided by operating activities and unfunded contractual commitments that we expect will be funded, will be sufficient to meet our operating working capital and capital expenditure requirements over the next twelve months. We do not expect distributions from our consolidated VIEs or unconsolidated investments to be a significant source of liquidity and our assessment of our ability to meet our operating working capital and capital expenditure requirements over the next twelve months does not assume that we will receive distributions from those entities. Additional capital contributions from our joint venture partners and The We Company may be required to continue our growth efforts in China over the next twelve months. We may raise additional capital or incur additional indebtedness to continue to fund our operations in the longer-term. Our future financing requirements and the future financing requirements of our consolidated VIEs will depend on many factors, including the number of new locations to be opened, our net membership retention rate, the timing and extent of investments in our global platform, the expansion of our sales and marketing activities and potential investments in, or acquisitions of, businesses or technologies. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. In addition, the incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that restrict our operations. Convertible Note and Warrant Agreements In July 2018, we entered into an agreement for the issuance of a convertible note with SoftBank Group Corp. for a commitment in an aggregate amount of $1.0 billion (as amended in January 2019, the “2018 convertible note”). On August 31, 2018, we drew down on the full $1.0 billion commitment. On July 15, 2019, the 2018 convertible note was converted into 9,090,909 shares of Series G-1 preferred stock. On November 1, 2018, we entered into a warrant agreement with SB WW Holdings (Cayman) Limited (“SBWW Cayman”) pursuant to which we agreed to issue to SBWW Cayman shares of our capital stock (as amended in January 115