(Bloomberg) -- Teddy Kramer worked at WeWork from 2013 to 2015. When he left the company, he had been a director of new market development, helping the co-working startup open new offices in different regions. He’d put in the time and been granted shares in the company. At first, he thought he might be able to sell them after WeWork’s much-anticipated initial public offering in September, but the IPO attempt flopped.
As a backup option, Kramer and other current and ex-WeWork staff were told they would be able to sell their shares to SoftBank Group Corp. in a deal set to take place on Wednesday. Kramer was expecting to sell between $50,000 and $100,000, he said, and he was depending on the cash to cover expenses while he started his new business, a co-working space in San Francisco called Neon.
On Thursday, though, SoftBank sent a letter to all WeWork shareholders: The deal was off. The Japanese conglomerate, the largest investor in WeWork parent We Co., was pulling out of the agreement to purchase billions in WeWork stock from existing shareholders.
The abrupt about-face has impacted many people like Kramer—rank-and-file employees who had been banking on the payout from SoftBank, some of whom are now left in a lurch as the coronavirus pandemic slams the global economy. They’d already faced the disappointment of losing the chance to sell after the promised IPO and seeing their highly valued WeWork shares lose almost all their worth in the fallout. SoftBank’s decision to pull out underlines the precarious nature of owning shares in a startup, even when the company was, at one point, the most valuable startup in the U.S.
Less than a year ago, WeWork was on pace for an IPO that would add to the rolls of tech millionaires. New York was bracing for an infusion of wealth akin to the bonanza that beset Silicon Valley overnight when Facebook Inc. went public in 2012. An IPO or multibillion-dollar stock transaction like the one SoftBank agreed to with WeWork provides the seed money for people to buy homes and start businesses. For WeWork, those opportunities evaporated with little forewarning, coming as a shock to some shareholders who had already begun laying the foundation for their new lives.
SoftBank cited several reasons for pulling out of the deal, including that WeWork was currently facing government inquiries from U.S. attorneys, the Securities and Exchange Commission, attorneys general in California and New York and the Manhattan district attorney. Those ongoing inquiries, the company said, meant that the conditions of the original deal had not been met. Representatives for SoftBank and WeWork declined to comment.
In the letter sent early Thursday confirming the deal was off, SoftBank framed the called-off stock sale as something that would have mainly benefited WeWork’s ousted chief executive officer, Adam Neumann, and WeWork’s investors. The bulk of the proceeds of the $3 billion stock sale was set to go to just five investors, including Neumann and venture capital firm Benchmark.
"Adam Neumann, his family, and certain large institutional stockholders, such as Benchmark Capital, were the parties who stood to benefit most from the tender offer," SoftBank said in a statement about the decision. "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% of the total."
But for employees, a tenth of $3 billion is still a lot of money. Add in additional workers who have recently left the company, and that figure could climb even higher. Some current and former staff at WeWork have taken issue with SoftBank’s statements about its decision to pull out, arguing that the money they stood to receive from the sale would make more of a difference in their lives than to Neumann and others.
“They’re trying to leverage the negative press that has followed Adam since the IPO by saying ‘This is just a billionaire making more money,’” Kramer said.
Kramer, 36, is used to the roller coaster ride of startups: An earlier company of his, Six4Three, spent years in a lawsuit against Facebook Inc. that unearthed documents around the social network’s attitude toward privacy and informed the debate around the Cambridge Analytica scandal. With this latest setback, Kramer said he’s fairly lucky. He hadn’t signed a lease yet for his new company, and doesn’t have employees that he would have to cut. But without the money from the stock sale, his business dream is on indefinite hold. In the meantime, he’s tutoring kids in reading comprehension over Zoom and looking for a different job.
Other people were depending on the SoftBank sale to help defray costs they’d incurred when WeWork’s stock seemed much more valuable. One current WeWork employee, who also asked not to be named because of a non-disclosure agreement, said they bought a house last summer thinking they'd be able to pay for it after selling shares in the IPO. When that didn't happen, they had still been hoping cash from this stock sale could help offset some of those costs.
A former employee, who asked not to be named because they signed a non-disclosure agreement, said that once the company’s IPO prospectus was made public in August, they figured that meant the IPO was likely to take place. Right after that, this person took out a loan in order to buy the shares they had access to. The idea was to buy early to try to avoid short-term capital gains tax.
Over the next month, though, as WeWork’s bankers struggled to get institutional investors to commit to buying into WeWork’s IPO, the company’s prospects started to look shakier. The former employee said that WeWork’s then chief financial officer, Artie Minson, repeatedly tried to reassure workers at all-hands meetings. Minson told them the company had strong revenue, that its numbers had never been better, and that the company would go public by the end of the year.
But quickly, WeWork withdrew its IPO and turned to SoftBank for bailout funding to avoid going bankrupt. Employees were offered the chance to reprice their shares at around $4 each. The former employee, though, still had a tax bill based on the value of the shares at their time of purchase, around $50 apiece. That left this person with a six-figure tax bill—and no way to sell the shares in order to pay it off. The former employee had been hoping that they’d be able to sell enough shares to SoftBank this week to pay off the loan taken out to buy the shares in the first place—not the profit this person had envisioned, but just enough to break even.
Some employees might be able to find some relief, said Deep Gujral, a principal who works with venture-backed companies at the professional services firm Withum. Gujral recommended trying to negotiate with creditors: "Given the current climate, and Covid-19, they might be more receptive" to relaxing payment requirements, he said. "If you have a mortgage, and you go to the lender, they might be flexible." Gujral also expects to see class-action lawsuits that include current and former WeWork employees as a result of the withdrawn tender offer. After energy-services company Enron filed for bankruptcy in 2001, employees were able to use federal laws around benefit plans and stock to their advantage in court, and the same could apply here, he said.
But hypothetical lawsuits are of little comfort to most WeWork shareholders. “The rest of the world needs to know that there are 500 to 1,000 early employees who are paying the price for this,” Kramer said. “All we ever did was work hard and make this company an $8 billion company. This was our moment. SoftBank came in and made a deal: ‘We're going to take care of you.’ And now all of a sudden it's, ‘Eh, we're not doing that.’”
For more articles like this, please visit us at bloomberg.com
Subscribe now to stay ahead with the most trusted business news source.
©2020 Bloomberg L.P.