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Dan Primack24 October 2019

The WeWork “Acquisition” (with Dan Primack)

3Frameworks
15Insights

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Frameworks in this episode

Insights & moments

The myth-busts, hot takes, explainers, and tools worth keeping.

Myth Buster· 1

Myth Buster57:30

The Meat Ban vs. Private Jet Contradiction

Around the same time Adam bought a $60 million private jet, he unilaterally banned company-expensed meat purchases company-wide, overruling employee concerns about sales and client dinners, revealing a gap between WeWork's environmental branding and its actual practices.

  • WeWork purchased a $60M Gulfstream G650 for Adam's use
  • Adam banned expensing meat despite objections from sales staff
  • The decision reflected genuine belief in WeWork's 'community' mission even amid contradictory behavior
#Adam Neumann#environmentalism#company culture

Hot Take· 1

Hot Take1:29:30

Hot Take: WeWork Is Not the Next Theranos

Dan Primack pushes back on comparisons to Theranos, arguing WeWork has a real, functioning product used by real customers in real buildings, distinguishing its problems as governance and financial-structure failures rather than fraud.

  • Theranos's core product didn't work; WeWork's core product does
  • Thousands of real tenants continue to use WeWork buildings daily
  • The crisis is about capital structure and governance, not a fake product

“Theranos didn't had a product that didn't work. This has a product that worked.”

Dan Primack · 1:29:30
#Theranos comparison#real business#hot take

Explainer· 6

Explainer30:00

Why Investment Banks Saw WeWork as a Safe Real Estate Bet

Jeffries, JP Morgan and Goldman Sachs invested heavily in WeWork's early rounds partly because, unlike a typical failed startup, WeWork's downside was owning valuable New York commercial leases -- an asset banks understood well.

  • By 2014 WeWork was the largest lessor of new commercial square footage in New York City
  • Banks reasoned that even if the business failed, they'd inherit valuable real estate leases
  • This real estate 'floor' made the deal feel safer than a typical tech investment

“Worst thing that happens here is you end up with a shell company that's got, as you said, all the real estate commercial real estate…”

31:00
#Goldman Sachs#JP Morgan#real estate investing
Explainer51:00

How Adam Retained Outsized Control Through Super-Voting Shares

Even after taking on SoftBank board members, Adam Neumann held super-voting shares (as high as 20-to-1) that left the rest of the board with little practical power over financial decisions.

  • SoftBank got two board seats but limited real influence over decisions
  • Adam held super-voting shares reported as high as 20 votes per share
  • Succession plans initially gave his wife Rebecca control if anything happened to Adam

“they have as much control over financial decisions there as my kid does in my house, right?”

Dan Primack · 51:00
#governance#founder control#voting shares
Explainer1:00:00

The $5.9 Million 'We' Trademark Payment

When WeWork rebranded to 'The We Company,' it turned out Adam personally owned the 'We' trademark through a separate entity and licensed it back to the company for $5.9 million, a disclosure that badly damaged public perception during the IPO process.

  • Adam controlled the 'We' trademark through an entity called We Holdings
  • WeWork paid Adam's entity $5.9 million to license the name
  • The move was defended as a tax strategy but widely seen as a governance red flag
#trademark#conflict of interest#IPO filing
Explainer1:03:30

Why the $16B SoftBank Mega-Deal Collapsed

A planned $16 billion SoftBank investment fell apart in early 2019, reportedly due to pushback from Vision Fund limited partners -- especially Saudi Arabia -- amid already tense relations following the Khashoggi killing, forcing SoftBank to instead invest $2 billion off its corporate balance sheet.

  • Saudi Arabia is reported to hold roughly 30-40% of the Vision Fund and can opt out of specific deals
  • Tensions from the Khashoggi killing complicated SoftBank's Saudi relationship at the time
  • SoftBank Corp (not the Vision Fund) ultimately put in $2 billion instead

“Adam apparently, at least from what I'm told, was never going to give up control.”

Dan Primack · 1:03:00
#SoftBank#Saudi Arabia#Vision Fund LPs
Explainer1:09:00

The S-1 Filing That Unraveled the IPO

WeWork's public S-1 filing in August 2019 exposed a sprawling LLC structure, the trademark payment, extraordinary founder control provisions, and a lack of per-building profitability data, triggering a collapse in investor confidence.

  • The filing ran to hundreds of pages with a complex multi-entity organizational structure
  • It revealed founder succession rights, the trademark deal, and charitable commitments
  • Analysts could not determine whether mature buildings were actually profitable

“Is the building profitable? No freaking idea. No idea.”

Dan Primack · 1:16:00
#IPO#S-1#disclosure
Explainer1:22:00

Inside SoftBank's Rescue Package Structure

SoftBank's rescue combined a $185 million consulting fee to remove Adam's voting power, a $3 billion tender offer for shareholders, a $500 million personal loan to Adam, and $1.5 billion in new equity -- while claiming not to have taken formal 'control' of the company.

  • Adam received a $185M consulting fee in exchange for giving up super-voting shares and his chairman role
  • A $3 billion tender offer at $19.19/share was mostly underwater for the ~14,000 employees who joined after 2014
  • SoftBank claims majority ownership without formal board control, with no clarity on how new board seats will be appointed

“Call SoftBank. I said, Why would I call Softbank if SoftBank's not the one who's controlling this?”

Dan Primack · 1:27:30
#bailout#SoftBank#deal structure

Story· 5

Story05:00

Adam Neumann's Kibbutz-to-Navy-to-New-York Origin Story

Dan and the hosts trace Adam Neumann's unusual upbringing -- born in Israel, parents divorced, 13 homes in 15 years, a stint on a kibbutz, and service in an elite Israeli Navy unit -- before he moved to New York to live with his sister, a Miss Teen Israel and model.

  • Neumann lived in 13 places over 15 years after his parents' divorce
  • He served five years in an elite Israeli Navy unit
  • He moved to New York to live with his sister, Miss Teen Israel
#Adam Neumann#origin story#Israel
Story09:00

Miguel McKelvey's Commune Childhood and Architecture Path

Miguel McKelvey grew up in a rural Oregon commune with five single mothers and their children, later played basketball and studied architecture at University of Oregon, and worked as a draftsman on American Apparel's national retail rollout before meeting Adam.

  • Raised in a 10-person commune outside Eugene, Oregon
  • Studied architecture at University of Oregon
  • Worked as a draftsman on the American Apparel store buildout, which influenced WeWork's aesthetic

“If you can wait eight years, my company, the company I'm working for is gonna collapse. There'll be storefronts everywhere.”

13:30
#Miguel McKelvey#origin story#architecture
Story15:00

Green Desk's Fake Wind-Power Marketing and $3M Exit

Before WeWork, Adam and Miguel ran Green Desk in Dumbo, marketed with eco-friendly branding including a dubious 'wind power' claim, before the landlord bought them out for $3 million in 2010.

  • Green Desk marketed itself as eco-friendly with recycled desks and claimed wind power
  • The concept filled up fast via Craigslist listings
  • The landlord bought Green Desk from the founders for $3 million in 2010

“we are powered only by wind power.”

15:30
#Green Desk#branding#early exit
Story06:30

Adam's Pre-WeWork Flops: Collapsible Heels and Baby Knee Pads

Before WeWork, Neumann tried collapsible women's heels and then a baby clothing line called Crawlers with built-in knee pads, both of which failed but reflected the era's New York consumer-product entrepreneurial scene.

  • First venture was collapsible women's heels, inspired by his model sister
  • Second venture, Crawlers, made baby clothes with built-in knee pads
  • Both fit the mid-2000s New York fashion/consumer-product startup scene rather than tech
#Adam Neumann#failed startups#New York
Story48:00

Masa's 12-Minute Visit and iPad-Sketched $4B Deal

Masayoshi Son arrived very late for a scheduled diligence visit, spent only 12 minutes at WeWork, then sketched the terms of a multi-billion dollar investment on an iPad during a car ride to the airport, which both he and Adam signed on the spot.

  • SoftBank's Vision Fund needed to deploy $100 billion within roughly five years
  • Masa sketched a $4 billion deal (primary + secondary + international expansion capital) on an iPad
  • Vision Fund investments over $100M require Masa's personal in-person approval

“I'm really sorry. I only have 12 minutes.”

48:30
#SoftBank#Masayoshi Son#Vision Fund

Q&A· 1

Q&A1:24:30

Why Thousands of WeWork Employees' Options Went Underwater

The hosts and Dan explain how the rescue's $19.19/share tender price -- a valuation last seen around 2014 -- left roughly 14,000 of WeWork's ~15,000 employees holding stock options worth little or nothing, on top of impending layoffs.

  • The $19.19 tender price matches WeWork's valuation from around 2014, when it had ~1,000 employees
  • Most employees hired since then hold underwater options
  • Many of these employees also faced layoffs with limited severance
#employee stock options#layoffs#compensation

Takeaway· 1

Takeaway1:33:30

Grading SoftBank's WeWork Rescue: A B-Minus

The hosts close by grading SoftBank's rescue a B-minus: it saved WeWork from imminent collapse and secured a majority stake for less money than an earlier deal would have cost, but left unresolved leadership and governance questions and effectively unmasked the Vision Fund as behaving like a private equity buyout fund.

  • SoftBank spent roughly $6.5B total to acquire majority ownership of a company its own Vision Fund had already poured $8B into
  • The rescue resembles a private-equity leveraged buyout: equity purchase, added debt, and paying a CEO to leave
  • Leadership uncertainty (co-CEOs, a telecom executive as chairman) keeps the grade from being higher
#deal grade#SoftBank#conclusion