SoftBank terminates $3BN tender offer for WeWork shares

SoftBank Group has pulled a $3 billion tender offer for WeWork shares - citing closing conditions not being met.

The investment behemoth had been rumoured to be getting cold feet, when the WSJ reported last month that it was using regulatory investigations as a way to back out of its commitment to buy $3BN in shares from existing WeWork shareholders.

Under the terms of the share buyback deal negotiated last year, WeWork founder Adam Neumann had been set to receive almost $1BN for his shares in the co-working company. The former CEO had already been forced out at that stage after public markets balked over his managerial acumen, as we reported it at the time.

In a press statement issued today SoftBank SVP and chief legal officer, Rob Townsend, writes:

SoftBank remains fully committed to the success of WeWork and has taken significant steps to strengthen the company since October, including newly committed capital, the development of a new strategic plan for WeWork and the hiring of a new, world-class management team. The tender offer was an offer to buy shares directly from other major stockholders and its termination has no impact on WeWork's operations or customers. The tender offer closing was conditioned on the satisfaction of certain closing conditions the parties agreed to in October of last year for SoftBank's protection. Several of those conditions were not met, leaving SoftBank no choice but to terminate the tender offer.

SoftBank lists the unfulfilled conditions that have led it to terminate the offer as:

• The failure to obtain the necessary antitrust approvals by April 1, 2020;
• The failure to sign and close the roll up of the China joint venture by April 1, 2020;
• The failure to close the roll up of the Asia (ex-China and ex-Japan) joint venture by April 1, 2020;
• The existence of multiple, new, and significant pending criminal and civil investigations that have begun since the MTA was signed in October 2019, in which authorities have requested information regarding, among other things, WeWork's financing activities, communications with investors, business dealings with Adam Neumann, operations, and financial condition; and
• The existence of multiple new actions by governments around the world related to COVID-19, imposing restrictions against WeWork and its operations.

A spokeswomen for WeWork declined to comment on SoftBank withdrawing the offer. But Reuters has reported that a special committee of WeWork's board said it was "disappointed" by the development and is considering "all of its legal options, including litigation."

At the time of writing SoftBank had not responded to a request for comment.

Its press note makes a point of emphasizing that "Neumann, his family, and certain large institutional stockholders, such as Benchmark Capital, were the parties who stood to benefit most from the tender offer".

"Together, Mr. Neumann's and Benchmark's equity constitute more than half of the stock tendered in the offering. In contrast, current WeWork employees tendered less than 10 percent of the total," it writes, adding: "SoftBank previously worked with WeWork to complete an earlier phase of the tender offer that allowed over 4,000 employees to reprice out-of-the-money stock options at lower strike prices, delivering value in excess of $140 million to these employees in the form of reduced exercise prices (where such options would have been worth substantially less or nothing absent such repricing)."

Earlier this week WeWork announced the sale of Meetup, a social networking platform designed to connect people in person, for an undisclosed sum that's reportedly far less than the $156M acquisition price WeWork paid for it back in 2017.

The novel coronavirus has certainly brought disruption to the hipster white collar co-working and social networking business, as populations are encouraged do to the opposite of mingle. The near term prospects for co-working spaces in a new age of social distancing and encouraged (or enforced) home working look bleak.

Yet, outside Asia, WeWork has to date closed only a tiny minority of its locations globally as a result of the coronavirus pandemic.

Even in heavily affected cities in Europe, such as Madrid and Milan - where governments have imposed strict quarantine measures to try to stem the tide of COVID-19 deaths - WeWork has not taken the step of shuttering co-working spaces.

Instead, in Europe and the US, it has only been temporarily closing buildings or even just individual floors if infections are identified.

It's a different story in Asia. Per an updated list of building closures on WeWork's website, the company closed more than 30 locations across cities in India on March 23 - but only after the government imposed a three-week nationwide lockdown, instructing India's 1.3BN people to stay at home.

Elsewhere, WeWork members may see little reason to break quarantine in order to travel to a shared workspace when, provided they have Internet at home, they can stay where they are and be just as productive without risking spreading or catching the virus - hence the Zoom videoconferencing boom.

WeWork's handling of the coronavirus crisis has also caused some rifts with its membership, with press reports of members angry at it for refusing refunds for spaces they can't (in good conscience) use.

It has also faced criticism from members angry it's prioritizing rent collection from now very cash-strapped small businesses rather than closing down during a public health crisis. (We've heard similar stories from members who did not wish to be publicly identified.)

WeWork, meanwhile, has justified staying open in a pandemic by claiming its locations contain people doing essential work.

When we asked the company about its response to the coronavirus last month, it told us: "We are monitoring the coronavirus (COVID-19) pandemic closely and have implemented a number of precautionary measures" - saying then it had strengthened "on-site cleanliness measures" and suspended all internal and member events until further notice, as of March 12.

On the same date it had offered its own staff the option of working from home - though its doors remained open to keycard-holding, fee-paying members.