Deal Watch: WeWork Drama Spins Off Work to Multiple Big Firms
Simpson Thacher and Skadden, Arps, Slate, Meagher & Flom had advised WeWork on its now-abandoned IPO.
October 27, 2019 at 12:22 PM
11 minute read
It's been a tumultuous few weeks for WeWork, and several large law firms are working through each step of the unfolding drama.
Less than a year removed from a $47 billion valuation, the co-working space operator saw its valuation drop to less than $10 billion, had its CEO ousted, is projected to lay off around 2,000 employees and has canceled its much anticipated initial public offering.
The latest developments in the dramatic saga include WeWork's primary investor, SoftBank, giving WeWork founder and former CEO Adam Neuman a $1.7 billion golden parachute to leave the company and give up his voting power. This is on top of a $500 million stipend to pay off a loan and a $187 million "consulting" fee the bank is giving Neuman, much to the chagrin of analysts.
Simpson Thacher & Bartlett and Skadden, Arps, Slate, Meagher & Flom advised WeWork while it prepared its IPO prospectus (which did not go over well). Weil, Gotshal & Manges and Morrison & Foerster advised Softbank in its negotiations with Neuman. Paul, Weiss, Rifkind, Wharton & Garrison served as counsel for Neuman while he negotiated with Softbank, and Wilson Sonsini Goodrich & Rosati represented WeWork's special committee that is overseeing the transition of power at the company.
Prior to Neuman's exodus, WeWork was hoping to bring in about $3 billion from its IPO and another $6 billion in bank funding post-IPO, The Wall Street Journal reported. But now that the IPO is off (for now), the company could find itself in a position where it is bleeding cash with no reliable source to replenish the coffers.
WeWork withdrew its initial public offering after the company apparently made a series of changes to its initial IPO filing and omitted other details deemed pertinent to the filing, the Journal reported. For instance, the company amended the number of additional workstations added for the year from 273,000 to 106,000. The prospectus apparently also had to be adjusted when the gross income from those stations, stated initially at $1.3 billion, was changed to $800 million. Why? Apparently the numbers were just "wrong", sources told the Journal.
The company's prospectus failed to disclose the ownership of a $60 million Gulfstream G650ER (a private jet that is now for sale) and made no mention of Neuman's sale of hundreds of millions in company stock since the company formed in 2010. Although not required by the SEC, failure to disclose stock sales by company executives doesn't tend to sit well with prospective investors.
WeWork does still plan on going public, but the timing for that move is now in flux. With Neuman forced out, co-CEOs Artie Minson, formerly the company's co-president and chief financial officer; and Sebastian Gunningham, who was vice-chairman, told The Washington Post that the company is going to focus on its "core business" for the time being.
"We have every intention to operate WeWork as a public company and look forward to revisiting the public equity markets in the future," the co-CEOs wrote in a statement.
Deal Watch took a short break in mid-October. Here are deals from the past two weeks:
Blackstone Real Estate Income Trust/MGM Resorts International (Bellagio)
Blackstone Real Estate Income Trust has agreed to form a joint venture with MGM Resorts International to buy and then lease back to MGM the properties of the Bellagio resort in Las Vegas. The real estate value of the Bellagio has been set at $4.25 billion. BREIT will lease back the property to MGM, which will manage the operations, for $245 million per year. The partnership and lease-back is part of an "asset-light" strategy that MGM Resorts is looking to employ, and this was the first step. MGM also owns the MGM Grand, MGM Springfield and has a 50% stake in CityCenter in Las Vegas. The goal with those properties is to "opportunistically monetize or unlock value from" those properties down the line. Simpson Thacher & Bartlet for Blackstone Real Estate Income Trust/Weil, Gotshal & Manges for MGM Resorts International
Parsley Energy/Jagged Energy
Austin, Texas, based Parsley Energy has agreed to make an all-stock purchase of Denver, Colorado, based Jagged Peak Energy for 2.27 billion, inclusive of Jagged's $650 million in net debt. Peak shareholders will receive a fixed exchange ratio of 0.447 shares of Parsley Class A common stock for each share of Jagged Peak common stock they own, according to a press release on the deal. Parsley will have approximately 267,000 net acres in the Permian Basin, a large sedimentary basin located in parts of Texas and New Mexico, comprised of 147,000 net acres in the Midland Basin and a highly contiguous 120,000 net acre footprint in the Delaware Basin.
Kirkland & Ellis for Parsley Energy/ Vinson & Elkins for Jagged Peak Energy
Thomas Bravo/Sophos
Thomas Bravo, a U.S. take-over firm, has agreed to purchased U.K.-based cybersecurity company Sophos for $3.8 billion, a 37% premium over its last closing price. Bravo has been on a cybersecurity spree lately, having purchased California-based Imperva and another cybersecurity firm called Veracode from Broadcom last year and Sophos competitor Barracuda Networks earlier this year. Broadcom, for its part, bought Sophos competitor Symanetec's name and enterprise security business back in August of this year.
Kirkland & Ellis for Thomas Bravo/Skadden, Arps, Meagher & Flom for Sophos
Redwood Trust/CoreVest American Finance Lender/Fortress Investment Group
California-based Redwood Trust, a specialty finance company that invests in residential homes and mortgage products, has agreed to buy CoreVest American Finance Lender from Fortress Investment Group for $900 million. Corevest has $6 billion in closed loans and 40,000 units financed since its inception. Redwood said that the acquisition, while advancing its place in the market, will also advance some corporate goals such as "broadening and diversifying its revenue streams" and "profitably scaling its infrastructure and operations."
Sidley Austin for CoreVest American Finance Lender/Fortress Investment Group
Alexion Pharmaceuticals/Achillion Pharmaceuticals
Boston-based Alexion Pharmaceuticals has agreed to buy New Haven, Connecticut, based Achillion Pharmaceuticals for $930 million. Alexion, the larger of the two companies, has also purchased Wilson Therapeutics for $855 million and followed that up with the purchase of Syntimmune for a total value of up to $1.2 billion. The company is in the rare disease business, and the acquisition of Achillion is meant to bolster its rare blood disease portfolio. Shares of Achillion surged 74% to $6.35, while Alexion stock dipped 1.8% to $102.98.
Skadden, Arps, Slate, Meagher & Flom for Achillion
Signify/Cooper Lighting Solutions (Eaton Corp)
Dutch lighting company Signify, formerly Phillips Lighting before it was spun off from Phillips Company in 2016, has agreed to buy U.S.-based Cooper Lighting Solutions from Eaton Corp for $1.4 billion. Signify is the world's largest light maker, but has had issues gaining a foothold in the North American professional lighting market. It is hoping the acquisition of Cooper can help move the needle. Signify shares went up 4.6% to 25.00 euros in early trading in Amsterdam after the company said the deal would add to earnings per share in the first year and lead to cost savings of $60 million annually within three years, according to Reuters.
Sullivan & Cromwell for Signify/Eaton declined to disclose legal counsel information
DTE Energy/Momentum Midstream and Indigo Natural Resources
Motor City-based DTE Energy has agreed to acquire a gathering system and gathering pipeline in the Haynesville shale formation of Louisiana from Indigo Natural Resources for $2.25 billion. The assets involved include an existing gathering system and a 150-mile gathering pipeline under construction, which will be in service in the second half of 2020. DTE is a primary provider of natural gas for the Midwest, Appalachia, Northeast and Ontario.
Shearman & Sterling for DTE Midstream/Dechert for DTE Energy's Hart Scott Rodino filing/Kirkland & Ellis for Momentum Midstream and Indigo Natural Resources
Hudson's Bay Company/HBC Shareholders
Ontario-based retailer Hudson's Bay Company, which among other properties owns Saks 5th Avenue, has agreed to be taken private. It is buying back the 43% of shares it doesn't currently own at $7.86 per share, which is a 65% premium over the stock price in June of this year, when the initial offer was made. The company stated it is hoping to use the privatization to usher in a turnaround without having the consistent pressure of pleasing shareholders. HBC sold off one of its Lord & Taylor property in August for $75 million and closed 15 stores in the Netherlands in September. It does still currently operate around 100 stores in Canada.
Blake, Cassels & Graydon and Paul, Weiss, Rifkind, Wharton & Garrison for HBC Special Committee/Stikeman Elliott and Willkie, Farr & Gallagher for HBC Shareholder Group
Sartorius/Danaher
German biopharmaceutical company Sartorius has agreed to buy portions of Washington, D.C.-based Danaher for around $750 million, the company said. Sartorius will be getting the label-free biomolecular characterization, chromatography hardware and resins, and microcarriers and particle validation standards businesses from Danaher. The combined revenue of those areas was $140 million last year. Danaher, which has 20 operating entities and employs over 70,000 people worldwide, needed to complete this deal in order to gain regulatory approval for its pending acquisition of the GE Biopharma business.
Kirkland & Ellis for Danaher
Brookfield Asset Management/Dominion Energy
Dominion Energy is transferring 25% ownership in its Cove Point business to Brookfield Super-Core Infrastructure Partners (owned by Brookfield Asset Management) for cash considerations of roughly $2 billion. The deal, which will close by the end of 2019, allows Dominion to continue operating the facility. Cover Point is an import, export and storage facility located on the western shore of the Chesapeake Bay in Lusby, Maryland, including a 136-mile pipeline that interconnects the facility with the interstate pipeline system.
Kirkland & Ellis for Brookfield Asset Management/McGuireWoods for Dominion Energy
Platinum Equity/Cision
PR software and services provider Cision has agreed to be acquired by an affiliate of Platinum Equity, the company announced in a press release on its own press release platform. The deal is all cash and is valued at $2.74 billion. The price represents a 34% premium over Cision's volume-weighted 60-day average up to October 21. Cision has over 4,800 employees in 22 countries across the world. Founded in 1995, Platinum has over $12 billion in assets under management, according to a press release.
Gibson, Dunn & Crutcher and Willkie Farr & Gallagher for Platinum Equity/Kirkland & Ellis for Cision
Invesco Real Estate/Manhattan apartment portfolio
Invesco, a real estate management firm, has agreed to purchase a portfolio of Manhattan apartments for $1 billion, the company said. The properties include River Crossing, the Heritage, the Miles in Harlem, and the Parker and Roosevelt Landings on Roosevelt Island, representing 2,800 market-rate units. The company said it plans to return 1,800 units to long term rent regulation. Investco has over $80 billion in real estate assets and over 500 employees in 21 regional offices across the globe.
Greenberg Traurig for Investco Real Estate
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Deal Watch: Wachtell, Kirkland Lead the Way as M&A Continues Slow Roll Into Q3
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