AI Content Chat (Beta) logo

Table of Contents $0.0 million and $3.2 million, respectively, of lease cost expense related to these leases. Future minimum lease cost payments under these leases, inclusive of escalation clauses and exclusive of contingent rent payments, were approximately $728.4 million as of June 30, 2019. Miscellaneous As of December 31, 2016, 2017 and 2018 and as of June 30, 2019, we also had outstanding $6.3 million, $5.2 million, $4.6 million and $3.0 million, respectively, in loans to Lew Frankfort, Jen Berrent and Artie Minson, each of which was issued in connection with restricted stock purchases and early exercises of stock options and each was secured by the relevant equity award, with interest rates ranging from 1.6% to 1.9%, which accrue and are due at maturity, ranging from 2023 to 2024. In May 2019, Lew repaid the outstanding amount of his loan, including interest. In August 2019, the loans to Jen and Artie were repaid by each of them upon the receipt of a bonus payment from us in an amount equal to the outstanding principal and interest on the respective loans. Each executive funded the amounts required to be withheld and remitted by us to tax authorities in connection with such bonus payment. Since January 1, 2016, we have forgiven approximately $0.6 million of the aggregate original principal amounts of the loan to Artie, and received interest payments from Artie of approximately $0.1 million. We have entered into membership agreements and/or other agreements relating to the provision of Powered by We solutions with SoftBank entities and affiliates of the Rhône Group. We believe that all such arrangements have been entered into in the ordinary course of business and have been conducted on an arm’s-length basis. During the years ended December 31, 2016, 2017 and 2018 and six months ended June 30, 2019, we earned $0.1 million, $0.2 million, $18.8 million and $28.2 million, respectively, from such agreements with SoftBank entities. During the year ended December 31, 2018 and six months ended June 30, 2019, we earned $1.3 million and $1.1 million, respectively, from such agreements with affiliates of the Rhône Group. Affiliates of J.P. Morgan Securities LLC own approximately % of our Class A common stock, of which less than % is held for their own account and the remainder is held on behalf of third-party clients. Funds affiliated with J.P. Morgan Securities LLC, an underwriter in this offering, beneficially own % of our Class A common stock, of which more than 98% is held on behalf of third-party clients and the remainder is held on behalf of certain employees involved with such affiliated funds through a co-investment vehicle. See “Principal Stockholders” and “Underwriting—Relationships with Underwriters” for additional information. Policies and Procedures for Related Party Transactions Our board of directors recognizes that transactions with related parties can present potential or actual conflicts of interest and may raise questions as to whether those transactions are consistent with our best interests and the best interests of our stockholders. Therefore, our board of directors has adopted a written policy on transactions with any related party, which is defined as any director, executive officer, nominee for director, any beneficial owner of more than 5% of any class of our capital stock, and any of their immediate family members. Under the policy, a related party must promptly disclose to our chief legal officer, general counsel, deputy general counsel or other person designated by the audit committee of the board of directors (i) any transaction in which we were, are or will be a participant and that related party had, has or will have a direct or indirect interest and (ii) all material facts with respect thereto. Our chief legal officer, general counsel, deputy chief legal officer or other person designated by the audit committee of the board of directors will make an initial assessment as to whether the transaction constitutes a related party transaction that would be reportable by us pursuant to Item 404(a) of Regulation S-K, in which case the transaction would require approval by either a majority of the members of our board of directors or all of the members of our audit committee. Our transactions with ARK and real estate acquisition vehicles managed or sponsored by ARK will be subject to this policy. We expect as a part of this policy the audit committee will establish specific guidelines that will apply to such transactions that are entered into in the ordinary course of business between us and ARK as well as those transactions that qualify as related party transactions solely as a result of Steven Langman’s indirect interest in ARK and his role as one of our directors. We further expect the audit committee to review and assess ongoing relationships with ARK on a quarterly basis to ensure compliance with the audit committee’s guidelines and that such transactions remain appropriate. Any member of the audit committee who is, or whose immediate family member is, or whose household member (other than a tenant or employee) is, a related party with respect to a transaction under review will not be permitted to participate in the discussions or approval or ratification of the transaction. 207

S1 - WeWork Prospectus - Page 231 S1 - WeWork Prospectus Page 230 Page 232