S1 - WeWork Prospectus

S-1 1 d781982ds1.htm S-1 Table of Contents As filed with the Securities and Exchange Commission on August 14, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 The We Company (Exact name of registrant as specified in its charter) Delaware 7380 61-1936163 (State or other jurisdiction of incorporation or (Primary Standard Industrial Classification Code (I.R.S. Employer Identification Number) organization) Number) 115 West 18th Street New York, New York 10011 Telephone: (646) 491-9060 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Jennifer Berrent Co-President and Chief Legal Officer Jared DeMatteis Deputy Chief Legal Officer 115 West 18th Street New York, New York 10011 Telephone: (646) 491-9060 With copies to: Graham Robinson Roxane F. Reardon Laura Knoll John C. Ericson Ryan J. Dzierniejko Simpson Thacher & Bartlett LLP Skadden, Arps, Slate, Meagher & Flom LLP 425 Lexington Avenue 4 Times Square New York, New York 10017 New York, New York 10036 Telephone: (212) 455-2000 Telephone: (212) 735-3000 Facsimile: (212) 455-2502 Facsimile: (212) 735-2000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ CALCULATION OF REGISTRATION FEE Proposed Maximum Aggregate Title of Each Class of Offering Amount of (1)(2) Securities to Be Registered Price Registration Fee Class A common stock, par value $0.001 per share $1,000,000,000 $121,200 (1) Includes shares of Class A common stock that the underwriters have the option to purchase. (2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933. The Registrant hereby amends this Registration Statement on such date as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.