Introduction to WeCap
WeWork Capital Advisors LLC (“WeCap”) is a joint venture between WeWork Inc., a U.S.
public company that filed for protection under Chapter 11 of the U.S. Bankruptcy Code on
November 6, 2023 (the “WeWork Chapter 11 Proceedings”), and Rhône Group L.L.C..
WeCap is a majority-owned subsidiary of WeWork Inc. and its controlled affiliates
(“WeWork”); a global platform that provides space, services and community to businesses
and individuals around the world. WeCap is also owned in part by Rhône Group L.L.C. and
its controlled affiliates (“Rhône”); a global alternative asset management firm with assets
under management across private equity and real estate platforms. Rhône, together with
WeWork, is referred to herein as the “Sponsor Group”. The predecessor to WeCap
registered with the SEC in 2018.
WeCap is a separate business from WeWork’s other operations, housed in separate
corporate vehicles, overseen by a separate management committee and separate senior
management, and supported by separate dedicated personnel. WeCap is not part of the
WeWork Chapter 11 Proceedings. WeCap is led by seasoned investment professionals
with extensive experience in conducting real estate and other investment activities on behalf
of third-party institutional investors. WeCap’s leadership group is supported by a dedicated
group of experienced real estate professionals with diverse expertise across real estate
acquisition, development, and management.
WeWork owns a majority of the economic and voting power of WeCap and has the right to
designate a majority of the management committee of WeCap. Due to this relationship,
certain significant matters, including the entry by WeCap or, unless contemplated by their
respective governing documents (discussed elsewhere), WeCap-managed investment
vehicles, into agreements or arrangements with WeWork, also require the consent of the
members of WeCap’s management committee appointed by Rhône.
Overview of WeCap’s Advisory Business
WeCap provides investment advisory services to pooled investment vehicles, including
private funds and their related vehicles (each, a “Fund” and collectively, the “Funds”), both
directly and through investment advisory affiliates, including WeWork Capital Advisors UK
Limited, under its supervision and control. WeCap’s purpose is to advise and provide
services to these Funds and joint ventures with strategic partners in connection with the
management of real estate assets by these vehicles. These vehicles, including the Funds,
generally sought to acquire, develop, manage and realize real estate assets in global
gateway cities and high-growth secondary markets that would benefit from WeWork’s
occupancy, as described in greater detail below.
Advisory services are tailored to the specified investment mandates of each Fund as set
forth in the applicable Fund’s private placement or confidential offering memorandum,
subscription materials and/or constituent documents, as amended or supplemented from
time to time (the “Fund Documents”). Investment advice is not provided to the individual
limited partners or investors of any Fund. The Funds are also managed by general partner
entities which are affiliates of WeCap (the “GP Entities” and, each, a “GP Entity”). Please
see Item 10 — “Other Financial Industry Activities and Affiliations — General Partners of
Funds” for additional information on the GP Entities.
WeCap, on behalf of the Funds, has sought to invest on a global basis primarily in real
estate and real estate-related assets and, to a lesser extent, in other types of privately
negotiated equity and equity-like or debt investments. Investment opportunities
in real
estate assets were selected for acquisition, development and management, with WeCap
focusing on properties with current or expected vacancies that would be suitable for, and
that are expected to benefit from, WeWork’s occupancy or involvement in the investments.
As of December 31, 2023, WeCap had total regulatory assets under management (including
uncalled capital commitments) of approximately $484,795,000, approximately
$245,239,000 of which was managed on a discretionary basis and approximately
$239,556,000 of which was managed on a non-discretionary basis.
Nothing in this Brochure constitutes a guarantee, projection, or prediction of future activities,
events, results, or performance, and prior activities, events, results, or performance are not
necessarily indicative of future activities, events, results, or performance, in part because a
broad range of risk factors and uncertainties can cause WeCap and/or the Funds to fail to
meet investment objectives. There can therefore be no assurance that any such party will
achieve any such objectives.
WeCap’s Dedicated Personnel
WeCap’s dedicated personnel are responsible for management of the business and affairs
of WeCap, including the investment, operations, management, and other day-to-day
portfolio monitoring and asset management activities. WeCap personnel report to WeCap’s
Managing Partner, who is a member of WeCap’s management committee and has broad
power and authority to carry on, and take all decisions relating to, the business and
operations of WeCap. While WeWork is a shareholder in WeCap with certain information-
reporting and general oversight rights and has the right to designate a majority of the
management committee of WeCap, in general WeWork and its senior management and
personnel are not directly involved in the day-to-day business and operations of WeCap.
WeCap personnel are eligible to receive allocations of any net carried interest amounts
received in respect of WeCap-managed investment vehicles. These carried interest
allocations represent an important component of WeCap’s compensation program and may
be a material component of WeCap personnel’s total compensation. Individual WeCap
personnel (and WeCap overall) will therefore be strongly aligned with the performance of
the WeCap-managed Funds, because their carried interest allocations will only have value
to the extent the investments those allocations relate to perform well.
Investment Activities
WeCap, through investments by entities affiliated with members of the Sponsor Group,
commits and maintains a minimum amount of capital in the Funds. To promote alignment
of interests with investors, employees and similar persons of WeCap and the Sponsor
Group will generally be permitted to directly invest in the Funds or, subject to certain
restrictions, co-invest in the investment opportunities of the Funds. These investments in or
alongside the Funds are typically not subject to management fees and incentive allocation
as described under Item 5 — “Fees and Compensation”.
Limited partnership (or equivalent) interests in the Funds have not and will not be registered
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the Funds
will not be registered under the Investment Company Act of 1940, as amended (the
“Investment Company Act”). Accordingly, interests, units or shares, as may be applicable,
in the Funds have not and will not be offered and sold exclusively to investors satisfying the
applicable eligibility and suitability requirements and, in all instances, pursuant to the
relevant Fund Documents.
ITEM 5