We Holdings LLC and We Company (collectively “WeWork”) is a privately held company that leases office space on a short-term basis. Following a failed IPO in 2019, the company was faced with a liquidity crisis. In response, the board of directors formed a special committee (the “Special Committee”) to evaluate strategic alternatives to the IPO and to negotiate a potential transaction to save the company. The Special Committee was comprised of two directors. Together, the two Special Committee members and entities affiliated with them held over 34 million shares of WeWork.
On October 22, 2019, the Special Committee entered into a Master Transaction Agreement with Softbank Group (“SBG”) which contemplated a tender offer, equity financing, and debt financing. On November 22, 2019, SBG made a tender offer to purchase shares from WeWork. Issues arose shortly thereafter and on April 1, 2020, SBG terminated the tender offer. On April 7, 2020, at the direction of the Special Committee, WeWork filed suit against SBG. WeWork’s co-founder, Adam Neumann, also filed suit. The suits were consolidated by the Court of Chancery of the State of Delaware (the “Court”) into In re WeWork Litigation (“WeWork”).