Almost Everyone at SoftBank Thinks Going Private Is a Bad Idea

(Bloomberg) -- Inside SoftBank Group Corp., the idea of going private through a buyout has been discussed off and on for at least five years. Almost everyone except founder Masayoshi Son opposes it, people with direct knowledge of the matter said.

The reasons are substantial: No one has pulled off a buyout anywhere close to SoftBank's $134 billion valuation, it's not clear the company could raise the necessary financing and such a complex deal would prove a distraction for at least a year, the people said. Senior managers also worry that without public shareholders, it would be harder to keep Son's wildest impulses in check, one person said.

That doesn't mean a deal is out of the question. The Japanese conglomerate considered buying out shareholders and retreating from the public market again this year, the people said. Son has been frustrated that SoftBank's market capitalization continues to fall far short of the value of his holdings, particularly Alibaba Group Holding Ltd.

Preliminary work on a buyout got under way after a record drop in SoftBank shares in March, but the effort was later tabled as the stock price more than doubled with asset sales, buybacks and media reports about a possible deal, one person said. One theory at SoftBank is that whenever Son gets too serious about the idea, executives leak to the media, so the share price rises and a buyout becomes less compelling.

Asked whether there were factions within SoftBank with different opinions about a buyout, one insider laughed and said there's no group in favor. “Only Masa,” the person said. “Everyone else thinks it's a bad idea or just a needless distraction. But he makes the decisions.”

SoftBank declined to comment for this story.

SoftBank's Bet on Sharing Economy Backfires With Coronavirus

Son's urge to go private dates back to the initial public offering of Alibaba in late 2014. While SoftBank had a few valuable assets before then, the Chinese e-commerce pioneer's debut quickly gave him a slug of publicly traded shares worth more than his entire company. In November of that year, with SoftBank's market cap at $82 billion and his stake in Alibaba alone worth $87 billion, the proud entrepreneur openly questioned why investors wouldn't pay more for his company's shares.

“SoftBank is a goose with more golden eggs in its belly,” Son said at a briefing in Tokyo. “SoftBank is currently valued less than the sum of its golden eggs.”

The next year, Son came close to pulling the trigger. He held talks with an overseas partner about a management buyout before scrapping the idea because they couldn't agree on financing conditions, Bloomberg News reported at the time.

One advocate for the deal in 2015 was Rajeev Misra, a former Deutsche Bank AG executive with a penchant for complex transactions who had joined SoftBank the year before, according to a person familiar with the matter. As a banker, Misra had helped Son pull off the acquisition of Vodafone Group Plc's Japanese wireless operations in Asia's largest-ever leveraged buyout and thought a SoftBank buyout was feasible, the person said.

After the buyout talks broke down, Son poured money into other initiatives. SoftBank agreed to purchase chip designer Arm Ltd. in 2016 for $32 billion. He then committed at least $25 billion of SoftBank money to the Vision Fund, the technology investment effort Misra now leads. Son had no excess capital as he embarked on an unprecedented spree of backing startups, including Uber Technologies Inc. and the now-infamous WeWork.​

Masayoshi Son Explains the Vision Behind SoftBank's Vision Fund

​But after SoftBank shares tumbled in March with the coronavirus pandemic, Son returned to the idea of a buyout. He began conversations with advisers and lenders, according to the people. Activist investor Elliott Management Corp. and Abu Dhabi sovereign wealth fund Mubadala Investment Co. also took part, according to a person involved in the negotiations. With SoftBank's market value dropping to about $50 billion and its assets worth three times that, the potential to make money was compelling.

But banks proved hard to convince. They offered unfavorable terms and wanted SoftBank to dump much of its Alibaba stock, torpedoing the talks, a person involved in the negotiations said. Elliott and Mubadala declined to comment.

Ultimately, Son opted for a simpler path to boost his shares. He agreed to sell about $43 billion in assets to finance an unprecedented series of buybacks and debt repayments.

Son's disposals have gone well beyond the original agenda, uncharacteristic for a man long reluctant to sell prized assets. By June, Son had offloaded $13.7 billion of Alibaba stock, an even larger chunk of its stake in T-Mobile US Inc. and some shares of SoftBank Corp., his Japanese telecommunications unit. He then announced the sale of Arm to Nvidia Corp. for about $40 billion, slashed the stake in SoftBank Corp. by about a third, and sold a controlling shareholding in phone-distribution company Brightstar Corp.

Son has never sat on that kind of capital in his career without attempting an ambitious deal.

“Everything Son is doing suggests that they are planning to take the company private,” Bloomberg Intelligence senior analyst Anthea Lai said. “But there is a dilemma -- all of his actions are also boosting the share price.”

The seemingly impossible logistics may not deter Son and Misra. The Japanese billionaire has done several record-sized deals before, including the Vodafone leveraged buyout and the Arm acquisition. Pulling off the largest management buyout in history may actually appeal to Son as he heads into the last years of his career, one person said.

Son's lieutenants understand how daunting it would be, the people said. He would have to pay a premium to SoftBank's market value, which a person familiar with the matter said would likely be 20% to 25%. Even at the low end of the range, the buyout would reach $100 billion, not counting the roughly 36% of outstanding shares controlled by Son and SoftBank.

“The capital they would need to buy out minority investors is massive,” said Kirk Boodry, an analyst at Redex Research in Tokyo.

NTT's $40 Billion Deal Fuels Talk of Bigger SoftBank Buyout

Convincing Japanese banks to change their minds and finance the deal would be a tall order. SoftBank is already the country's second-biggest debtor after Toyota Motor Corp., excluding financial firms, and it would probably need another $80 billion in financing for a buyout, a person familiar with the matter said. Lenders were already wary of their exposure to the company back in December, Bloomberg News reported at the time.

Son may be able to persuade banks if he is willing to part with a big chunk of Alibaba stock -- perhaps one third of the stake worth more than $140 billion as of August. But Son is reluctant to sell because he believes the e-commerce company is destined to become a trillion-dollar firm, according to one of the people. Alibaba has quadrupled in value since its 2014 IPO to about $788 billion.

Going private is likely to cause blowback from credit-rating agencies, making the refinancing of billions of dollars in corporate bonds more difficult, one person said. It may also trigger change-of-control clauses for some of SoftBank's overseas notes, which could force the company to repay several billion dollars worth of debt, the person said.

In the end, it's not clear what benefit Son would get from going private, another person said. He can already do almost anything he wants at the company, where he is the sole founder, chairman, chief executive officer and the largest shareholder. A buyout would actually prevent him from doing big deals for as long as a year and a half, one factor giving him second thoughts, a different person said.

“It could be that SoftBank sees a market crash coming,” Redex Research's Boodry said. “If you had another collapse, they would be well positioned to take advantage of it.”

©2020 Bloomberg L.P.