WeWork sues SoftBank for backing out of $3bn deal

A special committee of WeWork board members issued a legal challenge over SoftBank’s withdrawal from a $3bn deal on Tuesday, in what is expected to be the first of several legal disputes over the Japanese group’s decision to pull out of an earlier agreed share buyout. The committee’s lawsuit against SoftBank and its Saudi Arabia-backed Vision Fund, filed in a Delaware court, said the group had “engaged in a purposeful campaign to avoid completion of the tender offer”. The $3bn agreement was just one part of a multibillion-dollar rescue package SoftBank negotiated with WeWork last autumn that injected $1.5bn in emergency capital into the office company and provided new debt to stave off imminent insolvency. The lawsuit represents an escalation of hostilities between two of the shareholders who helped turn WeWork into one of the world’s most highly valued companies before its crash last year, when a failed initial public offering left the high-spending company with just a few weeks worth of cash and reset its valuation from $47bn to under $10bn. The special committee includes Bruce Dunlevie of Benchmark Capital, which bolstered WeWork’s claim to be a tech company when it became the first Silicon Valley investor to back Adam Neumann’s start-up in 2011. SoftBank’s legal argument hinges on a provision of the rescue deal, which permitted it to back out of the share purchases if SoftBank, the Vision Fund or WeWork faced “material liability” over investigations into the company and its co-founder Adam Neumann, who stepped down last year. The special committee said that none of the investigations into WeWork and its behaviour, which includes an inquiry from the Securities and Exchange Commission, would result in any material liability to the company. It added that SoftBank was aware of all of the investigations when it amended its rescue deal in December. The legal battle between WeWork’s largest shareholders has broken out as the economic tumult triggered by coronavirus is putting new pressure on its business. Most of the group’s tenants are on short-term leases, allowing them to walk away in a downturn, and thousands have already withheld rent or told the company they plan to terminate their leases, according to people familiar with the details. The company, which had $4.4bn of cash and commitments at the end of last year, has also lost access to $1.1bn of debt financing that had been contingent on the completion of the tender offer. Lawyers for the special committee said WeWork could be “further imperilled by losing access to this potential source of funding”. SoftBank and the Vision Fund declined to comment.

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