AI Content Chat (Beta) logo

Table of Contents investments through ARK Master GP in the underlying real estate acquisition vehicles and joint ventures generally represent a small percentage of the total capital invested by third parties, and the terms on which ARK has agreed to provide services and act as general partner are consistent with the market for similar arrangements, the underlying real estate acquisition vehicles and joint ventures that are managed by the ARK Manager are generally not consolidated in our financial statements (subject to certain exceptions based on the specific facts of the particular vehicle). The General Partner ARK Investment Group Master GP LP (“ARK Master GP”) holds an indirect general partnership interest in each real estate acquisition vehicle managed or sponsored by ARK. ARK Master GP is owned approximately 80% by us and 20% by Rhône Group L.L.C. and Rhône Capital L.L.C. (together, the “Rhône Group”). The Manager ARK Capital Advisors LLC (the “ARK Manager”) serves as the manager for each real estate acquisition vehicle managed or sponsored by ARK. The ARK Manager is governed by a management committee that is generally controlled by The We Company (the “Management Committee”). The Management Committee comprises up to eight members, four of which are designated by The We Company, two of which are designated by the Rhône Group subject to approval by The We Company (one of whom is currently Steven Langman, a member of the board of directors of The We Company) and two of which are unaffiliated with either party and designated by The We Company and the Rhône Group together, which we and the Rhône Group have currently elected to leave vacant. The We Company designees, the Rhône Group designees and the unaffiliated designees hold 51%, 26% and 23% of the voting power, respectively, provided that until the unaffiliated designees are appointed, The We Company’s and the Rhône Group’s voting power will be increased on a pro rata basis to account for the remaining 23% voting power. The Management Committee is responsible for material strategic and other significant corporate matters as set out in the ARK Manager’s governing agreements. Subject to the Management Committee’s strategic oversight of these matters, ARK’s managing partner has the power and authority to carry on the business and operations of ARK together with the other members of ARK’s senior management group. ARK’s leadership and personnel participate in an incentive compensation program designed to align their interests with those of ARK’s real estate acquisition vehicles. The ARK Manager is the exclusive manager of certain real estate acquisition vehicles managed by, or otherwise affiliated with, The We Company and its controlled affiliates and associated persons. See “Certain Relationships and Related Party Transactions”. We have agreed to make commercial real estate and other real estate-related investment opportunities that meet ARK’s mandate available to ARK on a first-look basis, with certain limited exceptions. Real Estate Acquisition Vehicles ARK currently manages two multi-asset real estate acquisition vehicles: • ARK Master Fund LP (the “ARK Master Fund”) is a closed-ended fund formed in February 2019. The ARK Master Fund’s focus is acquiring, developing and managing real estate assets that ARK believes will benefit from our occupancy or involvement, with the expectation that initially at least 50% of the ARK Master Fund’s portfolio will be in office-class assets. • WeWork Property Investors LP (the “WPI Fund”) is an open-ended comingled fund formed in March 2017. The WPI Fund’s focus is acquiring, developing and managing office assets with current or expected vacancy that ARK believes are suitable for our occupancy, focusing on opportunities in North America and Europe. In addition to the ARK Master Fund and the WPI Fund, ARK also manages two asset-specific joint ventures. ARK co-manages DSQ Partners, a commercial real estate portfolio located in London, and manages WeWork Waller Creek, a parcel of land in Texas. 166

S1 - WeWork Prospectus - Page 190 S1 - WeWork Prospectus Page 189 Page 191