Two independent WeWork directors are weighing all options, including legal action, after SoftBank Group Corp. advised the company’s shareholders it may renege on part of its rescue package.
“The Special Committee of the WeWork Board of Directors remains committed to taking all necessary actions to ensure that the tender offer which SoftBank has promised to our employees and shareholders is completed,” a spokeswoman for Benchmark Capital’s Bruce Dunlevie and another independent director, Lew Frankfort, said in a statement.
“Not only is SoftBank obligated to consummate the tender offer” but “its excuses for not trying to close are inappropriate and dishonest,” it said.
SoftBank had told WeWork shareholders that it could withdraw from the agreement to buy $3 billion of stock in the embattled coworking business, casting doubt on a deal that had been set to close in about two weeks. In a message to stockholders reviewed by Bloomberg, the Japanese conglomerate cited numerous government inquiries into WeWork, including those from U.S. attorneys, the Securities and Exchange Commission, attorneys general in California and New York and the Manhattan district attorney.
“Reneging on the agreement would be completely unethical, especially given the current environment,” said the spokeswoman, referring to the COVID-19 pandemic that’s roiling markets globally, and has forced WeWork to shutter some locations. She added that the special committee continues to view the completion of the tender offer as “fair and in the best interest of the company.”
The Wall Street Journal earlier reported on the special committee’s stance.
SoftBank said it continues to honor its obligations under the agreement, and has provided more than $5 billion to WeWork since October. However, not all of the conditions for the offer have been met, it said.
“The main beneficiaries of the tender are Adam Neumann, large institutional investors, and some prior officers of the company,” a SoftBank spokesperson said. “Current WeWork employees have already benefited greatly from the re-pricing of their options in an earlier phase of the tender offer and would receive less than 10 percent of the proceeds.”
Neumann, who was ousted as chief executive officer during the company’s efforts to go public, was slated to sell as much as $970 million in stock as part of the deal. The WeWork stock purchase was part of rescue financing from SoftBank after the office-sharing company’s failed initial public offering last year.
A WeWork representative declined to comment.
SoftBank has the ability to walk away from the deal, reached in October, if investigations or other inquiries from governmental entities “has or would reasonably be expected to result in any material liability” to WeWork, according to documents reviewed by Bloomberg.
SoftBank changed its stance on the deal as markets plunged amid the spread of the coronavirus. While the majority of WeWork locations remain open, tenants could choose not to renew short-term leases as the pandemic mandates working from home in some areas, leaving the company on the hook for billions in long-term lease liabilities.