WeWork’s Moment of Truth Approaches As Board Deliberates SoftBank, JPMorgan Financing Deals

October 22, 2019, 2:35 AM UTC

After weeks of conjecture over what the future holds for WeWork, the company’s board of directors is due to meet Tuesday to decide between competing financing packages by SoftBank Group and JPMorgan Chase.

On the table are two deals that would provide the cash-strapped startup with the liquidity it direly needs to continue operations in the wake of last month’s disastrous attempt at an IPO. Yet neither option appears to be particularly appetizing for the company’s leadership and investors, who now have a choice between a debt-and-equity proposal that would write down WeWork’s valuation significantly and a bond financing package that would saddle the firm with billions of dollars of high-yield debt.

SoftBank’s offer would see the Japanese private equity giant further entrench its position in WeWork, boosting its ownership stake in the firm to over 50% and effectively taking over the company, the Wall Street Journal reported Monday. But the deal, which would entail a $1.5 billion equity investment and $5 billion in debt, would also write down the startup’s valuation to $8 billion—a far cry from the $47 billion valuation that gave WeWork its former status as America’s biggest private unicorn. 

While representatives for WeWork and SoftBank declined to comment, sources with knowledge of the negotiations confirmed the details of SoftBank’s offer to Fortune.

The SoftBank proposal would see WeWork’s existing investors—including SoftBank itself—take a serious hit on their investments in the company, since most poured money into the firm when its valuation was at a much higher figure. Its success could also be decided by co-founder and former CEO Adam Neumann, who still has outsized influence as one of WeWork’s largest shareholders; on Monday, Axios reported that SoftBank has offered to pay Neumann $200 million to support the private equity firm’s offer, surrender much of his voting stake, and walk away from WeWork’s board of directors.

Yet nothing is decided, as JPMorgan submitted its own debt financing package to WeWork’s board of directors on Monday evening, sources told Fortune. That deal would offer up to $5 billion in secured and unsecured bonds that, unlike SoftBank’s proposal, wouldn’t dilute or devalue the stakes of WeWork’s existing investors. Among the outside investors said to be involved in the debt offering are Barry Sternlicht’s Starwood Capital Group, the WSJ reported.

But the JPMorgan package would also further burden the company with high-priced debt complete with unsavory terms; last week, Bloomberg reported that the $2 billion in unsecured bonds underwritten by JPMorgan would include a 15% coupon. They would also feature a “payment-in-kind” structure that would leave the company further indebted to bondholders over time, as well as hefty bonus payments that would be triggered should WeWork regain a $20 billion valuation. It all would have the effect of pushing WeWork’s equity investors further down the capital stack, standing in line behind bondholders whose high-interest debt positions would take priority.

Representatives for JPMorgan and Starwood Capital declined to comment.

While a decision won’t arrive until Tuesday at the earliest, SoftBank’s considerable existing position in WeWork—plus the terms it has reportedly offered Neumann—would appear to put it in pole position; indeed, CNBC reported Monday that SoftBank is in “very advanced talks” to take control of the firm. 

The deal would likely see SoftBank COO Marcelo Claure replace Neumann as the board’s chair—with Claure potentially helming a search for new outside leadership to replace Neumann’s successors, co-CEOs Artie Minson and Sebastian Gunningham, according to the WSJ.

However it plays out, WeWork will find itself entering a new chapter this week. Either way, it may not end up being a particularly fruitful one.

Additional reporting provided by Polina Marinova.

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