Exclusive: wework Owner sets up Committee to decide on lifeline funding – sources – Reuters

NEW YORK (Reuters) – wework’s Owner, The We Company, has formed a special Board Committee to consider $5 billion in life financing proposals from its largest shareholder, SoftBank Group Corp (99).T) and its main lender JPMorgan Chase

The office-space joint company is setting up a Committee in an attempt to ring-fence its funding discussions from SoftBank?s influence, the source said. The Japanese technology conglomerate owns about a third of WeWork, and any new equity investment could potentially give it control.

WeWork is rushing to raise new capital after abandoning plans last month for an initial public offering (IPO). Sources say it could scuttle the cash as early as November if it does not secure new funding.

A spokesman for WeWork declined to comment. We did not immediately respond to requests for comment.

The Committee will have only two members-both of us company Directors with the task of representing all investors in the company, the source said.

One of them is Bruce Dunlevy, who is a General partner at WeWork interbenchmark Capital, according to sources. The other is Lew Frankfort, who is the former CEO of luxury handbag maker coach, they added.

SoftBank will not have a representative, the sources said. Is it featured on We Company?s seven members of the Council by its President Ron Fisher. Former Goldman Sachs Group Inc (GS. N) investment banker mark Schwartz, who served as a Director of SoftBank until earlier this year, is also sitting on the Board.

WeWork co-founder Adam Neumann, who resigned as CEO last month but retained his position as Chairman of the Board, also has no seat on the Committee, according to sources who requested anonymity when discussing confidential arrangements.

WeWork canceled the IPO because of investor concerns about mounting losses, the business model and how the company operates. Its valuation fell from $47 billion in January to $10 billion last month.

In response, WeWork is seeking to slow its expansion by reducing the number of new property leases it takes on and considering layoffs.

SoftBank has offered up to $ 5 billion investment in WeWork two sources said. It also wants to renegotiate a previous commitment to a $1.5 billion investment in warrants due in April at a valuation of $47 billion, the sources added. It has already invested about $10 billion in WeWork.

For its part, JPMorgan was scouring the market to attract financial commitments from banks and bond investors for as much as $5 billion, one of the sources said. It has not agreed to repay the debt, and WeWork wants to see how much debt can be raised without leading to a dilution for existing shareholders before making a decision, the source added.

According to sources, WeWork may try to combine SoftBank and JPMorgan’s offerings in one form or another.

SoftBank declined to comment for this story. JPMorgan did not immediately respond to requests for comment.

CONFLICT OF INTEREST

Publicly listed companies form special committees of the Board of Directors to protect the interests of minority shareholders when considering transactions, usually when some representatives of the Board of Directors face a conflict of interest. It is less common for a private company such as WeWork to form a special Committee.

However, WeWork was vulnerable to criticism of its corporate governance arrangements due to Neumann’s Earlier control over the company.

Neumann shares had the same voting power as We Company’s 20 common shares before it agreed to partially cut its grip last month – reducing the ratio to 3-1 – in a failed attempt to make the IPO more attractive to investors.

Neumann also made several deals with WeWork, making the company a tenant in some of his personal properties and charging it rent. He also received a $500 million line of credit from banks using the company’s shares as collateral.

When Neumann stepped down from the CEO role last month under pressure from SoftBank, Benchmark Capital and other investors, he said he did so because the scrutiny aimed at him had become ?a significant distraction?.

Artie Minson, formerly CFO of WeWork, and Sebastian Gunningham, who was Vice Chairman at the company, currently serve as its co-chief executives.

Reporting by Joshua Franklin and Greg Roumeliotis in new York and Anirban Sen in Bengaluru; Additional reporting by Ko GUI Qing, Mike Spector and Sheila Dang in new York; Editing by Martin Howell and Lincoln Feast

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