Acquired - The WeWork “Acquisition” (with Dan Primack)

0:00No, yeah, we'll cut this part out. We have a woodpecker happening. This is the first one acquired. Dan's gonna take care of it. I love it. Welcome to season five, episode six of Acquired, the podcast about great technology companies and the stories behind them. I'm Ben Gilbert and I'm the co-founder of Pioneer Square Labs, a startup studio and early stage venture fund in Seattle.

0:36I'm David Rosenthal and I'm a general partner at Wave Capital, an early-stage venture firm focused on marketplaces based in San Francisco. And we are your hosts. Today, we tell an episode that in our initial season 5 planning calendar, we had as an IPO episode. And then, that was pitifully canceled. And we were just going to tell the crazy story of the antics that got it here.

0:58But now it's shaping up to be a tried and true acquisition episode for us. So here on this episode, we will dive into the existential question of if we work, a once-47 billion dollar company can be saved by soft banks, effective acquisition of the company, and we are going to try to accomplish two goals. First, to dive into the history of this company from the very beginning, and second, to try and see the core economic forest through the under-governed trees.

1:23and understand precisely the position that the business is in today. Listeners, Dan's face during all of this is priceless. If only we were a videopad. Which brings me to the only appropriate way that we know how to tell this story is with the expert help of Axios' Dan Primack, who has been meticulously and astutely covering this company for several years. Welcome to acquired Dan. Thanks for having me. All right, listeners.

1:48Now is a great time to talk about a new partner of ours here on Acquired. LaGora, the agentic operating system that is redefining how the world's best legal teams work. Yup, it's sort of obvious that AI is going to completely change the legal industry. I bet most of you listening have dropped a contract into some sort of AI chatbot out there. LaGora took that insight and asked the question, what if you really built something with that power from the ground up for the legal industry?

2:16So the founders did exactly what great founders do, operate with obsessive customer focus. They embedded inside a massive law firm for months. They sat with the lawyers just watching how the work really gets done. And that's how you get features that customers love like tabular review where you.

2:35drop in a folder of hundreds of contracts and it pulls every key term into a grid a lawyer can actually work with. Legora's bet here is interesting. Since it lets each lawyer handle more complexity, any given person can increase the quality of their work and do higher value work, and this means that the pie can grow even as each individual task takes less time.

2:55And they recently launched LaGora agent offering greater intelligence and performance. The agent lets lawyers set an objective. Then it can handle the planning and the execution and delivery of the final product. Legal teams get to maintain full control and transparency since they're still involved where judgment is required. And LaGora works where you already work. You can use it within Microsoft Word while redlining or drafting. The early LaGora numbers essentially speak for themselves when they have a head-to-head pilot with their top competitor they win 70% of the time LaGora now has over a hundred thousand lawyers on the platform from 1200 legal teams in 50 countries and crazily they went from one million to a hundred million in ARR in about 18 months truly insane numbers and that is the real test

3:47Plenty of things demo well, but the question is whether a busy associate actually reaches for it during crunch time or whether a partner trusts it before going into a conversation with a major client. If your legal team wants to check it out, whether you're a law firm or you're in house at a company, you can learn more at logora.com slash acquired and just tell them that Ben and David sent you. And now on to we work. All right, on to we work. Man, we were thinking about how to frame this and talk about Dan a little bit before. I think what we decided to go with, which is true, is this is a tragedy. This is a Greek tragedy. Particularly for thousands of people who, by the time people listen, this might have lost their job within hours of when we're taping this or a day within when we're taping this. Yeah, it's like the Peloponnesian war or something. The outcome is predetermined and the actors are just caught up in...

4:37forces beyond themselves. Mine is one actor who gets a lot of money. And I guess gets an island in the pub when she's like, yeah, right. There's grandchildren, I'm sure. Which Greek myth mythological, mythological character is Adam Newman? Well, was there a Greek mythological character who just got to walk away with all the riches and leave all the responsibility behind? I don't remember that. There was usually a moral in the story. Listeners, we sit here on Thursday, October 24th in the morning, 10 a.m. Eastern time. So you get a sense of where we are in this currently developing tragedy. Yeah.

5:06Yeah, indeed. Well, all right, let's dive into Act One, the rise of we work. And to talk about we work, you obviously have to talk about the protagonist, question mark of this Adam Newman. Who is Adam Newman? Self-styled hero. It's self-styled hero.

5:23So Adam, as many folks probably know, he was born in Israel, he's Israeli. His parents were both doctors. His parents divorced when he was seven, and he ended up living in 13 places over the next 15 years, which is actually pretty crazy. And probably a lot of that goes into the ethos behind, we work, including in the US, he spent a few years living in the US, then came back to Israel, and he spent a number of years living on a kabuts in Israel, which is like a rural sort of communist farm.

5:52He was dyslexic. I presume is dyslexic but nonetheless quite smart He tested into the Israeli Navy Academy naval Academy growing up became an officer and he served in a kind of elite unit in the Israeli Navy for five years after that He moves back to the US to New York to live with his little sister, Adi, who was actually misteen Israel. Yeah, totally. And she was a model in New York. And Adam, I guess it always wanted to come back to the US and to New York. They lived together in the city. And he went to business school at Baruch College. And his goal was getting out of the army just like many folks in Israel wanted to become an entrepreneur, wanted to start a company.

6:32And so I think this was probably while he was in business school or shortly afterwards he has his first great startup idea perhaps inspired by his fashion model sister, collapsible women's heels. Yeah, pretty amazing. I actually couldn't find the name of the company. Dan, do you remember? I don't remember it. No, and it's killing me now. No, but that's exactly what it was. Yeah.

6:56It was, I mean, like, amazing. That unfortunately didn't work for reasons that are lost to history, but undaunted. Adam goes on and he starts his next company. The next company is called Crawlers with a K.

7:12Crawlers. This is true. Now remember Adam I mean folks listeners probably have some image of Adam right now. He actually does have five children now. Yep. At the time he had no children and Crawlers was a baby clothing company and the unique insight innovation that they had. This is maybe going to pressage we work here is they had the technological advance of built-in knee pads in pants. So that is your children were crawling around on the floor. They were falling on the floor or falling on the floor.

7:43It sounds like a creamer thing, but it's also it's a little bit New York like you think of the ear of both of those like collapsible heels, you know, baby clothes like you think of New York in that time from an entrepreneurial sense It wasn't you know, there was all this complaint. You know, there's not much tack quote unquote, yeah coming out of New York But a lot whether whether you want to call it fashion a parallel consumer consumer products. I mean, that's also the Warby Parker era, etc. That's totally yeah, we should set the time frame here. This is mid-2000s when all this is going on. So just pre-financial crash. And yeah, tech in New York was like, there was Union Square ventures there. There was media, media. There was ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media and ad tech. Media

8:32tech companies in New York. Well, we will continue on that. Whether we work is or not. Yeah. Yeah. So it's right around this time while Adam is trying to make crawlers work that he goes to a party and he went to lots of parties. In fact, he goes to a party at his own apartment. And as we're doing the research here, I don't know if you saw this or remember this. I guess Adam had a habit this must have been summertime.

8:55of in the parties that he would throw in his apartment, he would just walk around without a shirt on. I don't know, although there's a photo of him from like two weeks ago walking down New York street without his shoes on, which is insane and Manhattan, but was, yeah, no shirt. No shirt. No shoes. It was like within two hours of the board asking him a CEO. It's possible they took issues. We don't know.

9:15So Adam is shirtless at this party and a guest, a friend of a friend, shows up and meets Adam in the elevator going up to the apartment and that man's name is Miguel McElvie. Now Adam, I don't think we've mentioned yet is 6'5", Miguel is 6'8", so maybe they were like the only people who could see each other in the elevator. And Miguel had a similarly interesting background. So he grew up not in Israel, not on a kibbutz, but in Oregon on a hippie commune. Both we work founders have their origin stories from coming in. And it's absolutely when we get further along, it absolutely makes sense when you think about what we work tried to become. Yeah.

9:56Wow. Yeah. So Miguel was born to a single mother lived in this collective of five single mothers and their children. He had four sisters, we're not biological sisters, but this commune was ten people, five mothers, five children. Later there was a little brother that came into the picture about ten years later, but that was how he grew up in this collectivist rural commune outside of Eugene, Oregon.

10:22He ends up, he was very smart, though, is very smart. Goes to Colorado College for University, spends a couple years there, then ends up transferring back home to the University of Oregon, which is in Eugene. He does two things there. One, he plays basketball. He's an organ is like a pretty good basketball. Oh, yeah. He was like legit.

10:40Two, he studies architecture and he gets his architecture degree. So this is all starting to come together here and it's going to come together even more. He graduates and in a sort of free spirit fashion, he moves to Tokyo after graduation. And because he has a friend over there, he's like, hey, you should just come hang out in Tokyo. So he goes.

11:00Remember a soft bank is gonna add into the picture here, you know, in a little bit. And in Tokyo, he starts his first company, a company called English Baby, which amazingly still exists today. We'll link to this in the show notes. Yeah. Did it emerge with crawlers? No. No, no, no, no, no. So Miguel was a co-founder, he was not the CEO. The company ended up moving, spent a couple years in Tokyo, ended up moving back to Portland, Oregon. So it's still based in Portland.

11:27And English baby is best described as like my space plus duolingo. So this is again, like early to mid 2000s. Yeah, it's probably not a bad idea. I think they're inspired by like, do you guys remember growing up like?

11:40this concept of you would be like, uh, your schools would help you become pen pals with students in foreign countries. I think that's what kind of inspired that. They wanted to do that on the internet. So like learn, help foreign students learn English, you know, with friends in other countries. Yeah. So the tag line, which is still there on the website today, the motto of the company is learn English, find friends. It's cool. Kind of amazing.

12:06So after that Miguel works on that for a couple years, and then he's like, you know, I have this architecture degree. I should use it. I also, he's also kind of always had this dream. He talks about this. He was on how I built this podcast. He always had this dream to kind of move to New York. So he just picks up.

12:20Moves to New York and he joins a small architecture firm in Dumbo in Brooklyn. And there were two architects there and he was working as a draftsman for these two architects. And they had one major contract which was the build out of the American Imperial retail stores all across the country. So Miguel gets drafted in as a draft from the basically this was when...

12:41you know, era of American apparel, they're just rolling out in a huge way, kind of like we work with, all across the country, open up all these stores, all with the same aesthetic that would come to sort of inspire we work here. To bring it full circle just before flying out to do this episode, I walked past the empty space in Seattle where the American apparel store used to be and was more recently filled by Glossier's pop up.

13:04which is just like, to bring it the most full circle. Oh my God. Are you, are you, are you applying? There might be some empty WeWork spaces soon. So it is this man that walks into the elevator and meets Adam at this party in, this probably would have been like 2007, maybe two, that early 2008 in New York. And they get to talking at the party. And Adam, it turns out, is looking for office space for his burgeoning hyper growth.

13:32company crawlers and is talking to Miguel and Miguel's like, oh yeah, I'm an architect like I like, you know, I'm into I'm doing all this commercial space and Adam wants to wait eight years. My company the company I'm working for is going to collapse will be storefronts everywhere everywhere everywhere. And so Miguel's like dude.

13:50Don't go, don't go looking for office space in Manhattan, like that stupid come to Dumbo, rents are cheap here, it's super awesome, it's really hip, you're gonna like it a lot more, so he convinces Adam to move into the same building that his architecture firm is in Dumbo, and this is 2008.

14:05The financial crisis is happening. Rents are super cheap. There's, you know, blood on the proverbial blood on the streets in New York. I mean, I was there. We all remember this real estate is plummeting. And these two two entrepreneurial guys, they kind of cook up this idea. They're like, there's some empty floors in this building that we're in here in Dumbo. What if we convinced the landlord to let us take over one of these floors?

14:28And then we can stuff some more people into it and like make the arbitrage on the rent. And they decide this is a good idea. These two new fast friends. And so they do it. They convince the landlord's like, well, I can't move this floor anyway. They give it to them. And the idea is this is going to become like Airbnb for office space. And maybe the better analogy though is there's a Forbes article a couple years later in the early days of of we work. And they say sort of like Airbnb, but maybe a better analogy is like an airline operator because Really what they're trying to do is take a physical asset and squeeze as many people into it. Just like coach on an airplane. And to return out, I think the financial dynamics of this business look a lot more like an airplane operator than they do like Airbnb. But anyway, it's actually a great idea. Like very quickly the space gets filled up. They listed on Craigslist and they're like, Hey, we've got desks here. They decide to call it

15:21green desk. They think like, this is going to be eco-friendly. That's what's going to appeal to these types of folks that are like, you know, new age entrepreneurs, they care about the environment, they start marketing. Did we only like stock environmental products? So it's like all seventh generation sort of like CPG stuff throughout the. I think they might have. They used only recycled desks. And then the kicker is I'm sure this was probably fake, but they were like, we are powered only by wind power.

15:48They changed their own grid. Hey, they're entrepreneurs. They're entrepreneurs. Throw windmill on top of the building. Yeah, so I'm sorry. I'm just I'm trying to think of Brooklyn. I'm trying to identify my mind. The first windmill I've seen there and I'm still trying. So it was the Dutch, you know, they put the windmills in the in New York when they when they settled it. So Like I said, though, it works great. Like there are all these people that are getting displaced from their traditional New York finance, you know, media would have you jobs and they're either starting businesses or they're freelancing and they're looking for stuff like this. And so the Craigslist postings that they're making are just getting all this demand. And within, I believe within a month, they have the space like pretty much booked up. Then they start taking some more.

16:37floors in the building, the landlord owns a few other buildings nearby. They start doing this in the other buildings, and it really works. Wait, so this is green desk now. This is not we work. This is bad having a green desk or they just more. No, something great happens to green desk, which is two years later, the landlord says, man, this is like becoming a big part of my business. And he unclear to me if he offered to buy or they offered to sell to him, but they buy the landlord buys green desk from Adam and Miguel for $3 million, which is pretty great. So this is 2010. They raised no investment. They, I believe, raised no investment. Now they had a third partner who was a guy I believe named Gill, who Miguel had worked with at the architecture firm. And I believe Gill at this point just takes the money and moves back to Israel. He was Israeli. But Adam and Miguel, they make like a pretty bold decision. And this is 2010. Remember this. Like they just made probably at least a million dollars each.

17:32they could be living large in New York at this point in time. In Dumbo at least. In Dumbo at least. And man, to invest in Dumbo real estate in 2010, like you would make a killing. But they say, no, we're going to double down. We think that we've learned a couple of things from GreenDesk. We think that this product has some form of product market fit. Let's take this across the water into Manhattan. And so they go, they decide to restart.

17:57the company and they want to go do this same concept in Manhattan. But they've learned one of the key things they learned is that actually this eco-friendliness thing, like it sounds good, but that's not why people showed up. People showed up because what they were really doing was they were selling a culture. They were selling a workspace, feel, design, culture. And I think this is totally true. Like, Dan, I don't know if you'd agree with that. I mean, I think they were selling, you know, if you think about Freelancers back then are people trying to start coming they were selling the coffee shop is what they were selling without having to go I'm by coffee and and there was actually a desk That's what they were selling because that's where you would go and probably with worse Wi-Fi at the time. Yeah, well, I think Regis night W.D. is gonna come up in a minute But again, this is not a super new idea the idea. No, it's not I look in 19. I'm gonna really date myself now in 19 like 95

18:50four in Cambridge, Massachusetts, and Kendall Square, where MIT is, I was working on a startup newspaper at the time, and we rented an office, and the big thing that that had was it had a common receptionist, and a mailbox. That was huge, right? We could get mail to us, and somebody would pick up the phone and would direct it to us. So I mean, that was very much the early version, but that general idea, and there was a bunch of different basically conference rooms in every company had one. Yeah, but I bet though, It probably didn't feel, it felt probably kind of pretty crappy. It felt like basically we were in a very large cubicle with a window. Yeah.

19:23So this is an age-old business, this subdividing real estate, basically leasing, taking out a long-term liability where you rent out space for some low price because you're taking it in bulk, you subdivided up, and then you rent it for a higher price. And in this case, for what we work, we become and have some common shared services, which is, you know, particularly if you're a two-person company, you don't want to have to deal with somebody answering the phone or how do we get, you know, broadband. Do we have to hire somebody to take the trash and get, make sure the coffee machine is filled every morning. Yep.

19:52And I think just to hit on this one more time, because I think this actually is a big difference from we work in and everything else. What they did is they did that and they made it feel like you were like at a real place, not like you were at some budget low rent. It's like English baby, right? It's cool.

20:07Yeah, that's what it was. Yeah, it was cool. It was cool. And there's multiple interviews with really we work members that said, yeah, I was working on a startup. It wasn't going well, but like my parents could still come to the office and they felt like I was doing something real. Like I was a success. Like there was, you know, I was in a place. Oh my gosh, look at all these great desks and computers and receptionists. There's this energy here. Yeah, ostensibly something was working ostensibly. Yes, ostensibly. So, and I think at this point in time, something really was working. People wanted this. So they had to come up with a new name.

20:36So Dan, I think you know the story of... I've heard rumors of the story. Adam's never said it directly to me. The rumors are that Adam was partaking in some stuff he would later partake in on planes, and that is when the name came up. This time on a couch is supposed to an airplane seat. Well, maybe he was on a couch on his private tip. That's possible. That's fair. That's totally fair. We're referring to the reporting that came out in the last couple months that Adam apparently...

21:02smoked marijuana. Shocked shareholders. Shocked. Shocked shareholders. Because apparently his major investors had never met him. Anyway, they obviously needed a name to replace green desk and they come up with, we work. This is kind of an amazing entrepreneurial story, what happens next. They start shopping for real estate in Manhattan, at least that they can take out on. They're looking for a whole building that they want to do this. They want to go big.

21:30But even with the two-inch million that they have between them, that's not really enough to get even in 2010, at least on a whole building. And they want to be in like real hip part of town. They want to be in Soho. They want to be downtown. So they're going around. They're like going to all of these. I don't even know how it works when a building is up for lease. It's like sort of an auction or like whatever it is. It's market by market. I know in New York, it's like one of the craziest ways that you know in New York when you're looking for an apartment you hire a real estate agent like that's how not so the real estate market there so I'm sure there's extra complications when you're looking to lease a whole building yeah so while they're at a few of these whatever they were there were like moments where people lots of people who are interested in buildings would all be in the room at the same time so they're at one of these and they meet

22:18a Brooklyn-based real estate developer named Joel Shriver, and he takes a shine to these guys. He's like an established pretty big-time real estate developer, and they know they need some more capital, and so they kind of throw out something to him and say, hey, we need some funding for what we're doing. You think this is a good idea? How about you invest at $45 million valuation? And he says, sure, I'll buy a third of the company.

22:45Which, by the way, just, I mean, again, go back nine. I mean, when we, you know, nothing that's under a billion dollars, anyone pays attention to, that was a, I'm for a startup that this is, that was an enormous amount. That's an enormous amount of utilization of that. Well, it is, it is. But even then, I mean, just so absurd. This is the audacious, audacious fair. But this is the very first example of Adam looking around, like if this were a tech company, then what they would have gone and done is raised $500,000 on a $4 million premium evaluation, what Adam did was say, oh no, no, this is not that. Like, and also we're not going to approach a traditional tech VC type person. So you pitch something unfamiliar. Uh, that's completely different to someone that's not playing the same game as everyone else. And you get a non tech investor and a non tech business at a non tech valuation and boom. Very first time this playbook has been run 15 million dollars in the bank. And so they take out at least for a whole building and so how they start.

23:40doing the renovation, so there's the least, but then they have to renovate this and turn it into a rework. We should clear why it kind of makes sense that you should feel like your $15 million is safe here. Normally when you're investing in a tech company, you're buying like laptops and then you're paying salaries. And in this scenario, you're getting something of value, this longish term lease so that like at least if the business goes kaput, then this major investor owns a third of a valuable lease. Yeah. And presumably you could repurpose that building and rent it out for other things, which of course, by the way, as we go on is in theory, the concept in part behind we works kind of massive valuation, which makes what's just happened that much more. That much more nutty. So they start.

24:22renovating this building floor by floor doing that and I believe this we'll see if we can find some pictures We work as we know it today like this was it like they all the aesthetic the glass walls the communal spaces like they had this nailed kind of from their green desks days from the beginning so they start doing plus beer taps that was very important that like like in the early days when you hear about a we work that was the first thing you hear they have beer taps in the office Yeah, I WG does not have it. It's like the lowest my knowledge. It's the highest delta between value and perceived value that you could imagine or I guess between cost and perceived value. So as they're finishing each floor in this building within one quarter of each floor coming online, they're at a hundred percent occupancy. So they're like, oh man, this is working. They start running the same playbook on other buildings in New York.

25:14And Adam has a great quote on this. He says, during economic crises, there were these empty buildings, and these people freelancing are starting companies. I knew there was a way to match the two. If he had stopped there, that is like a brilliant entrepreneurial insight. He has one more sentence though.

25:31What separates us, though, is community. So even back then, even in, you know, 2010. I'm a defendant on that for a quick second, which is, and we talked about this, like, go back to the green desk days and to your friend who said, oh, you know, my parents came in and it looked like something was happening. Like...

25:46these freelancers, they weren't necessarily working with each other per se on the same project, but again, working next to someone, it's the difference between working alone in like, you know, you could rent out a one office office, I guess I'm right, and you're alone completely with a door shut. There's people around, there's an energy that makes you work more, it's the same reason why there's like even today questions about is it better for people to be in an office compared to, you know, all working remotely all the time. Yep.

26:08Yep. Yeah, again, he's not wrong, but it is a... But it does lead to fraud. He's not 100% right either. So 2011, this is actually really interesting. I was surprised by this. The next year in 2011, PepsiCo takes out a bunch of desks in that first Soho we work and starts putting some of their remote New York city-based employees.

26:29in the we work. I thought that was a much newer phenomenon we were in business. I thought so too, but it was actually from the very beginning that big corporate clients were also saw the appeal of this. The next year in July 2012, this catches the attention of a number of venture capital firms, including a storied venture capital firm Benchmark, Benchmark Capital, and in the summer of 2012, they lead a $17 million series A.

26:55in we work at a $97 million post money valuation. So a nice step up from like the original seed round, which was crazy to begin with. And again, back in 2012, you know, a series A at a $100 million post like that's a significantly higher valuation than benchmark gave to Uber in Uber series A kind of crazy. And in Forbes, Bruce Dunley, he gives a nice quote where he flew out to New York to see it was going on. He said it reminded me a lot of eBay when I first met them in 1997. There was something going on.

27:24at both that you couldn't quite put your finger on. And I think this is an early precursor to a lot of rework, which is there's something valuable here. You can't quite put your finger on it, and thus it's hard to value. And that sort of gets taken advantage of a lot of time. Now, all that said, like everything up into this point, Dan could feel free to disagree. It all makes pretty much sense. No, I don't disagree. I think it does. Yeah, absolutely. Even this seemingly crazy.

27:52investment by benchmark as we stand today like that's a great investment and there was like yes there was like is this a tech company is there is this just a real estate company it is but we will come back to this benchmark investment and then the subsequent investments that in the background is that was going on you know you talk about the valuation the part that didn't get reported the time none of us ever see is the actual governance terms that are sitting behind that valuation yeah is do you know if that was happening at the series a already Well, I don't know for sure, but I don't, I believe Newman, I mean, Adam Newman, even at the time of IPO owned a remarkable amount of this company. For example, Travis Kalanick was, I think, owned like 6% of Uber when he got booted, around 6%. Adam owned a third of the company. So, I mean, he, still, I mean, after all the soft bank money, et cetera. So he controlled this thing even in that early days. Well, and it's interesting, Adam of course had Miguel as his co-founder.

28:43I believe, well, now it's now obfuscated because they have their shares in an LLC. But I believe Adam always had a greater economic percentage of the company than Miguel. If you remember, back to Uber and Travis, Travis was not the founder of Uber. No. It was Garrett Camp. Travis was sort of. But Adam had bigger peace than Garrett had of Uber. I mean, go forward. Interesting. Yeah.

29:04Well, well, because Garrett and Travis ended up splitting and but like there was some delusional like Travis didn't start in the same way as like I am solo founder of this company. No, again, I mean, and we'll get into this but I didn't control what's important at them in every way control really mattered. Yeah. Yeah, so After that investment, things continued to work well. They're opening lots of locations in New York. I think it was right around then that I remember the Seattle we work opening where we were bed and I were there at the time. They were opening. There was definitely in San Francisco, number of cities around the country.

29:36expansion keeps continuing, they start to attract the interest of the financial community. So they raise, I believe, three more rounds over the coming years led by investment banks, by Jeffries and JP Morgan, Chief Among Them, but also from Goldman Sachs, and they start pumping quite a lot of money into the company on short order. And so by 2014, The company now is valued at 1.5 billion dollars and is kind of quite large at this point. Yeah, and how much do you think?

30:13Had to do with the fact that they were New York based and not San Francisco based I think I would think oh you mean in terms of the leads I think two things New York based but also think about that They are still basically a real estate company or if you are if you are Goldman Sachs if you're Jeffries if you're JP Morgan you have giant real estate investments you have whole teams that are dedicated is they know that you know some sort of app or some sort of, you know, machine learning, something, something, they've got to put a lot of faith that the founder knows what they're doing with this. They felt they knew what they were doing. This is them. This is real statements on their block. Yeah. Well, that's that's actually true. And I believe by 2014, we work had become the single largest lesser of new available commercial square footage in New York City. Like anybody like think about like all of the real estate investment and property developers in New York.

31:02We work with the largest so of course they were attracting attention to these folks and it goes back to what you said earlier you know remember also what they are investing in you know an app company can disappear just like that right there's a scandal or it doesn't work there's no product market fit 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 in New York city that's the worst case scenario there are you know that That's pretty safe as venture capital investments. Right. You know, Goldman and JP Morgan, they're going to be super happy to take over those leases. Absolutely. If something goes sideways here. And let's think about how you how you might make that investment and arrive at a $1.5 billion valuation at this point is someone doing it discounted cash flow. Like is someone actually saying, well, if they continue growing at this rate for X years and we're looking at our net operating margin and that we think that there's some chance to generate a billion and a half in cash flows.

31:54Get I don't want to say I guess I would hope so. I have so little faith that people do that or really do that and don't just come up. There is a big part of me that believes in and you guys can feel free to disagree. The people come up with evaluation, then they back their math into that valuation. If the first one doesn't work, they'll come up with another way to make the calculation. But look, but there, there was some reasonableness to it, right? Because you think about we work that the issue was always they had to spend a lot of money upfront. They're upfront capital costs A to to lease the buildings, but also to do the renovation, right? It costs money to

32:23because they were doing full almost demo inside of these things almost down to the equivalent of studs and then rebuilding them inside. That costs a lot of money. And if you got 20 year lease, you are theoretically, you're going to, you know, depending on the building, you'll get to break even year three or year four at 70, 80% occupancy. And that's when you're really in the money. So that's how you're, you're planning it. Yeah. You know, and it's interesting. I haven't quite thought about this till now as we've been going through it. I think you could argue, Dan, that like the valuations for the tech venture capital community.

32:51look a lot like what you said. But I kind of imagine, you know, Goldman, GP, Morgan, they don't do this. They were looking at the value of this real estate. And I Strongly suspect having friends that were at some of these places on real estate investing teams at the time They probably had big theses about like those years Call it 2010 to 2014 were years to go big on investing in commercial real estate in major metropolitan. This is the counter argument would have been even at the time would have been okay We're in an economic recovery at the time arguably boom by 2014 15 Okay, so you're right. So the floor, you know floor 30 on six Avenue. That's there's got a it's got a

33:29intrinsic value to it. But we work as decided that they are going to rent it out to short-termers for the most part. Yeah, maybe some Pepsi's, but short-termers. And they're going to spend a fortune renovating it when it was already an office building, right? Yeah. Generally, most of them, maybe not the one in Soho, but most of them were probably already office buildings. Could we have done better just calling Pepsi, calling somebody else, splitting the floor in half and basically keeping the infrastructure exactly the same, maybe with new coat of paint. Yeah. Maybe they could have. So the net of all this is in June 2015, we work makes a really key hire.

33:59They hire a man named Artie Minson, who was the CFO of Time Warner Cable. Now, if you think about the cable business... Uh, this is the not the content business. This is the literally the pipes, the distribution of cable, which is why he was perfect for this. Exactly. Like cash flow business, cash flow business, but the same thing, right? A huge upfront infrastructure spend and you will get your money basically recurring revenue year after. It'll take a while to get your, your nut back, but then eventually it's a lot of money down the road and it's recurring. I mean, I remember and limited supply also. I mean, you think about cable. There's in New York is everyone knows when, uh, you know, when time warners sides to stop carrying a channel.

34:35You're out of luck. Same thing. There's a limited amount of commercial real estate in New York. Yeah. I remember back in the mid 2000s, I was an immediate investment banker at UBS in New York. And I remember covering cable companies and the history of cable companies as we've discussed a little bit on acquired was like nobody believed in them during the 80s and 90s when they were incurring huge losses doing all this build out of laying the cable, laying the pipes into consumers homes. But then the switch flipped exactly like you said, Dan, and then they became cash flow monsters and people loved them. And so I think a lot of this bet here was the same thing was going to happen with we work. And already said that explicitly over and over again. He felt he felt they were analogous. And that's Ben Thompson's AWS analogy too that says, look, there's huge build out costs. It would be strange if this business weren't incurring huge losses right now in this era of rapid expansion of infrastructure. At some point it should flip.

35:29Yeah, indeed. This though. It did, by the way, it did eventually. We worked just in the opposite direction. Exactly. This is no, no, no, you're not. This is a switch does flip at this moment.

35:43Unfortunately, the switch that flips I think was more in Adam than in the business. So this this is the moment where until this point, the name we work is in no way solid or in no way a head scratcher. It's it's a really interesting company that seems to have product market fit that's of course growing very fast, but no one's looking at the growth and saying like.

36:04There's something massively around here the only concern I at least I remember hearing at the time was this argument and you know the Pepsi things interesting because the the enterprise piece of them in terms of renting big enterprise companies wasn't well-known and wasn't even that big within we work in terms of its revenue at the time there was a concern that wait a minute they are they're filling these with all these startups the tech startups if the tech startup bubble burst yep And that's on top of a commercial real estate burp you've got burst rather you've got a bubble on top of a bubble and then the whole thing goes to hell very very quickly. That's a great point. Yeah, that was I distinctly remember having this conversation like late 2014 of I would be short this company purely because there's going to be a tech bubble that burst soon which here we are five years later and we're all still waiting for it to happen. But yeah, Dan this great point.

36:52Yeah. But the growth makes sense. And the reason they kept raising money in higher valuations and they kept filling the buildings. I mean, that's important. The buildings kept full. Yeah. They kept being full. All right. Listeners. Now is a great time to tell you about a longtime friend of the show, Vanta. AI has scrambled the whole security picture. It used to be that you proved that you were secure once a year on audit or a static PDF that everyone would not. And you're done. But in an AI first world, that doesn't hold up anymore. Yep. Your risk surface changes every week now.

37:22A vendor turns on an AI feature or someone writes in a new model without telling IT, and your posture is different than it was last week, let alone at your last audit. Vanta's own research found that around 70% of companies have this quote-unquote shadow AI running with no security review at all. Right.

37:41And that's where Vanta comes in. They're the leading-agentic trust platform, meaning they've built the thing that closes the gap. And the way that they close that gap is Vanta agent. Think of it as a GRC engineer, that's governance, risk, and compliance, except that it's software and it doesn't sleep. It finds the issues drafts the fixes and cuts the time that you'd spend on vendor assessments in half. In half!

38:03Which is exactly why more than 16,000 companies today run on Vanta companies like ramp cursor and snowflake all stay audit ready and catch the risks that crop up between audits across every vendor every AI tool the whole environment and that's the real value.

38:22Trust has to be continuous now, which is why Vanta automates your security, your compliance, and the work to earn and prove trust. We're huge fans of Vanta over here, and literally hundreds of acquired listeners have become Vanta customers at their companies over the years. So you can get $1,000 off Vanta at Vanta.com slash acquired. That's V-A-N-T-A dot com slash acquired for $1,000 off and just tell them that Ben and David sent you. So Adam at this point, He's very wealthy on paper, but as they keep raising money, he starts doing... It's unclear exactly the method by which he did this, but he starts taking quite a bit of money off the table.

39:04Some definitely from selling his own shares. We won't know. And there were all there were employee tenders. I mean, he I am told at least that every time there's some debt stuff to with JP Morgan. But in general, every time he sold shares, it was part of an employee tender. And he was selling at the same price they were, but he just said a lot more stuff. Well, I was going to say, yeah, then that what we do know is that by the time we get to now, he has, I believe it's a $500 million loan facility personally from JP Morgan.

39:32backed by his, we work shares. So which is effectively a way to be selling without actually selling your shares along the way. I'm $500 million. That's a lot of money. That's got a lot of houses. It's got like 10 homes or something like that. So he starts doing two things. Yeah. What? That's two for each of his children. That's not bad. Well, he does have five children. Well, look, I agree. If I had five children, I too would have 10 halves. So I'd rush that at all. But But yeah, he starts buying residential property. Uh, he owns four multi million. We're talking like 10 plus million dollar properties in the New York area alone. And Dan, I think you're right. 10 residential properties around 10 or in that ballpark. Well, he also sees gosh, there's these companies like we work that will pay a bunch of money to me if I own a building to to lease. That's the other thing. I got to figure out a way to get into this building ownership business. The other thing and the other.

40:27More problematic thing that he starts doing is he starts using this money to invest in commercial real estate. And this is a huge conflict of interest because I mean, it is it's not his conflict of interest. His argument was always next. I remember hearing about this and actually asking about this. This is before I joined access is if we brought him and his wife Rebecca to to a fortune conference in Aspen. I remember asking about this. His basic argument was we were having a hard time. So I almost think he did some of the commercial real estate earlier because at least his argument was we were having a hard time at points convincing landlords to let us in because they viewed us as this venture back startup. Oh, we're going to

41:03sign a 20 year lease, but where you're really going to be in five years or you're going to be gone. But if I buy the building or I have a piece of the building, well, will these do we work? Cause I have faith in it. So I'm solving that. I'm solving for that problem. But you're right. Obvious conflict of interest. Right. Well, I mean, that logic, which in theory, if you had an independent board of directors, which had oversight, would be able to manage and and silence. Yeah. And that logic might make sense. But then the obvious answer is start investing.

41:30We work start buying buildings not Adam, which is what they ultimately get you, but yeah, yeah, not Adam personally and then leasing the buildings back to we work with that he's profiting on the other thing that I mean this is just standard like ridiculous start-up stuff they Which is sad to say at this point, but they ran out all of Universal Studios one day and they get the chain smokers to perform and they start doing this thing called we work summer camp actually started at Rebecca's families property, I think in upstate New York. Somewhere like, I don't think it's the cat skills, but somewhere sort of like that looks a lot like that. There's a few really great pieces reporting on this. But it's like 150 acres of land. Her family I think is independently wealthy. Actually, her cousin is Gwyneth Paltrow. Yes. Yeah.

42:17Yeah, you know, again, this is one of those things that sounds so stupid and he is I remember the first time I call I think it was I had talked to like who was running PR for we work at the time and I called and I get a text back saying sorry I'm a camp right now into which I say to a colleague of mine I say he cuz it was like June maybe I said to a colleague I think he's bringing his kid to camp and she responds he doesn't have a kid said but he says he's a camp Oh, he said we work camping that began a whole conversation. What the hell are you talking about but I will say like look at Google Google still does this like

42:46So if things are going well, no one cares. And when things go badly, this looks just awful. So when you have a monopoly in an 85% gross margin business, you can do shit like this. You can't, by the way, as I said, I came from Fortune Magazine, the old stories for Fortune from before my time were when they had a blowout, the Fortune 500 issue was the kind of the vogue issue, right? It was massive. And I guess maybe like 10 years before I'd gotten there, they had a blowout issue, and they brought the entire staff from, you know, most junior to the most senior everybody at Hawaii for a week. So I mean,

43:13That in retrospect was really dumb. But you know, exactly. But here we are in a, I don't know, 10 to 20% gross margin business that's purely right now. Like all the cash in the bank is investor dollars. None of it is profit dollars. Correct. Correct. Yeah. So the peak of this period of the company is 2016. They raise just under half a billion dollars from two Chinese entities that value the company at $16 billion. And that was, I think that was the first time they crossed the $10 billion valuation threshold. And now they're among the top three most valuable startups in the world to quote-unquote startups. But we work. We work Uber Airbnb. And then you can check some of the Chinese ones, but at least for the US, yeah.

44:05yeah for the at least for the US and I think that was 2016 that was before I think people really maybe drop box at that point was already there but close but not quite yeah it was like in the five-ish because it went IPO to run ten yeah yeah but Uber Airbnb and then that those were the three and I think actually a lot of the Chinese companies hadn't even been started in 2016 yet so I mean yeah like Pendo do I think I started in like 2017 like it's crazy so So yeah, so benchmarks two for three and these uh, these three big. Yeah, well plus there's a snapchat was kind of up on its, you know, rise at that point. So yeah, everybody's sitting pretty enter soft bank and it's uh, one of a kind founder.

44:45Masio Shisan. Listeners, if you don't hear the Imperial March playing, know that it's because I checked with Disney and we did not get the copyright authorization to put that behind this section. So we've talked a lot about Softbank on this show, including doing a whole episode on the Vision Fund. We're now in early 2017. Softbank has just raised the Vision Fund. And we're going to talk a lot about their motivations and everything that happened here along the way. But one thing I think to really keep in mind, like they have $100 billion.

45:14to put to work. They read it. Theoretically. And their goal that they're clear about is they want to deploy this capital in less than five years. How do you deploy $100 billion, which as we've talked about, is the largest fund of any type in any asset class ever raised in history? How do you do that as let alone in tech companies? You need to find some companies that can absorb massive chunks of capital.

45:41So they start looking around and they say, where can we put this money? Uber is obviously one example that they put quite a lot of number of those billions into. But here's this interesting company called WeWork. It's already one of the highest valued startups in the world. And they have this interesting capital dynamic. They're very capital intensive. They scale with capital. They take on these long-term leases. And they want to move in Asia.

46:07and they want to move into Asia exactly. This feels like the perfect fit. We could really put a lot of billions to work in this company and then, you know, get through our deployment phase and fund one and just like, you know, any good fund manager, you then go raise our next fund. Yeah. Now, David, is this is soft bank vision funds mission to invest in technology companies? How does that start to factor into the picture? And and and by this point, we work believes it's a technology company.

46:35I mean, I mean, the one thing you didn't say when I thought you were going when you talked about that inflection point was it started to be honest. The AWS example is pretty good, right? It is starting to add lot or believes it's starting to add lots of services on top of the real estate, right? So beyond the beer taps and the decor, it's trying to add all these services and some of those are social network for members, all that stuff, eventually elementary school, but nonetheless, that's the idea. And I think that's part of it, but it's also if your masa, you're Soft bank looks at what they believe are transformational shifts in how people either live or work, right? So they invest in Slack, for example, right? They think that's a fundamental change in how people work from collaboration. In this case, they think this is a fundamental change in how people work from a physical location standpoint. So this works for that, from a thematic standpoint. Thematically, but economically, this doesn't have the high fixed cost, low variable cost component that a true sort of pure technology business would have. No.

47:29Not at all, but I think as to underscore again, as we said, it has this other extremely attractive element to soft bank different than you know soft bank invested in slack right how much money could they put into slack they couldn't put that much money in and Uber Uber they could only plug a ton in because it was in crisis right management crisis they took advantage of a situation even if you look at vision fund they put a ton of that was was money that they had already invested in arm yeah that they basically just transferred over to take a big chunk it if you're doing privately how companies as you say it is hard it was the big question there is how are you going to deploy this in any way

48:03Yeah, and so here's this, like, perfect vehicle. So this is amazing. Dad, you may know more details on this, on how this happens. But the Softbank team is scaring the world, looking for companies like this. We work as top of the list. So they set up a, you know, sort of, like, final diligence meeting where Masa's going to come over to New York to we work headquarters. They have two hours booked with Adam, going to see the whole space, going to spend a lot of time with Adam. And as the story goes, the time when Masa's supposed to show up arrives. Adam's all like, you know, ready. He's activated the space as he says that he does. And Masa's nowhere to be found. Time goes by, waiting like an hour goes by. Finally, Masa shows up and he says, I'm really sorry. I only have 12 minutes. And so they do a quick walk through in the space. And then he says to Adam, I gotta get in the car to the airport.

49:01You can get in the car with me if you want. We can talk about this Adam gets in the car with him massive pulls out his iPad as the story goes draws up with his like finger on the iPad a sketch of like the terms of a deal the terms being that soft bank would invest an initial four billion in total out of the vision fund and that's one billion for international expansion into the city. One point.

49:28$3 billion of primary capital into the company and $1.7 billion in secondary to basically buy shares from existing shareholders, no new cash. Including Adam. Including Adam. They sketched this on the live pad in the car. Massa signs his name to it. Adam signs his name to it and then of course like.

49:48The team. It's important just for those who don't understand vision fund to get an investment from vision fund. At least one, I think it's like over a hundred million dollars. You do need Moss's approval and that can't be be a phone. It's got to be an in person meeting. This isn't a normal venture fund where one partner meets with this or maybe two partners meet with the CEO and then they bring it back to the partners and they discuss it and they have an investment committee to vote. No. If you want this, Adam had to meet with Moss. This has been true for anyone who's raised money from them. Wow. Lots of friends too. It's what 100 companies now, 100 investments. I'm not sure with numbers, although vision fund

50:17one is basically full in terms of new companies, basically full. I have friends who've gone through this like where the Softbank investment team, well, you know, we're kind of deal together and then it's like, okay, well, we're going to fly you over to Tokyo or wherever in the world. Yeah, the fact that I'm also came to New York was a big or was going to be in New York was a big deal. Usually you have to get on a plane. Usually you go to Tokyo. Yeah. So it's done. So now all of a sudden, they valued the company at $20 billion, which was, you know, was already valued at 16, but This was $4 billion of capital. That was a step order of new capital coming in. And 1.7 of that going to existing shareholders, which, again, we don't know the details, but I imagine a lot of that was to add them. Yeah. And also notable time they get to board members too. It's important. They put two people on the board of directors in this moment.

51:05Which that had to be stomach churning for Adam who's obsessed with control. Well, as we will learn later, he had two people on the board of directors, but you know, they have as much control over financial decisions. There's my kid does in my house, right? Like they she can ask for things and complain about things, but in the end, I get to decide what we buy and what we don't buy. Dan, do you know? So famously now Adam has a 20 votes for every one share in the company that he has. Do you know if he got this as part of the deal? I do not know.

51:33At some point along the way, I mean, I have to, again, we can't go back, we don't have the documents to sort of forensically examine what the... But lunch will probably be class action losses. Yes, so we'll get these documents in just a question of time. But what the governance was at various points along the way, I can say with 100% confidence, there's no way that going back to like the original benchmark investment that the voting structure was like this.

51:59I don't know that that's true necessarily. I mean, think Ben Schmark, and it's not just Ben Schmark, but all of them were so bent over backwards for any, you know, I mean, go back to the Zuckerberg thing, right? Like, think of Zuckerberg, he turns down a billion dollars from Yahoo when the entire board, including his investors, wanted him to take the deal. He was able to do that. And as you know, I mean, after that, so many other founders of, quote, hot startup were able to get so much money, whether it was 20 to 1 or not, I have no doubt that after the benchmark deal and the B and the C rounds, Adam could ultimately, whatever he had, it was more than the rest of the board combined. Yeah. What is really interesting here is the soft bank dynamic that comes into play with boards because they're basically the only entity that is going to do the things that they're going to do because they so aggressively want to put this capital to work. So they basically arm Adam to go back to the board holding a piece of paper that says, I'm going to get literally billions in investment dollars.

52:58And the terms can kind of be as atom-friendly as they want. You can look at the rest of the board. The board's not going to say, no, we don't want $2 billion here to $2.3 billion of new capital coming into the company. Like almost any terms, they're going to be happy with that, especially because what SoftBank does is they say, Also, if you don't take it, we're gonna find someone who competes against you, who will. And also with SoftBank, they and Adam are peas in a pod in this, right? Adam is a grow, grow, grow, grow person. And that is what SoftBank's model has been really with most of its companies that Division Funds invested in, right? You know, I think of DoorDash, I think of Uber. It has been this idea that if you buy, no matter what the industry is, if you buy market share, you can suffer the losses we will make money eventually. And so in the case of we work, that is,

53:45new markets new cities new buildings buy buy buy and here's your checkbook we're going to do this and that's exactly what Adam wants to do yeah yeah I mean there's a famous story also of they have a closing dinner for the investment in Tokyo after it happens and supposedly Maasa asks Adam and Miguel who would win a sort of rhetorical question who would win in a fight who wins in a fight the crazy guy or the smart guy and Adam answers right off the bat, the crazy guy. And Masa says, yes, the problem is you're not crazy enough. So he's, you know, Dan, we talked about this in the prep for this. Masa in a lot of ways is feeding Adam's instincts here. Absolutely. I mean, he's an enabler. But beyond that, he's more than that. He's an enabler who's also like pushing him from behind. I mean, because I said they were perfect for each other in the sense of they both wanted the same thing. And, you know,

54:41leaving the money out of it. You know, when you hear a founder saying, you know, I want this investor because they see the same vision I see. Masa was that guy. Yeah. Yeah. So this is the pivotal moment where if you accept this term sheet as the board, this is the last opportunity that you have to exert any measure of control. This is basically your face with this. It's almost a Kobayashi Maru on one side here.

55:04you cannot take two point seven billion dollars of fresh capital on a company that needs a crap ton of capital on the other side you can accept your fate that what all then happens in the next two and a half years something along those lines you're you're letting happen it's not going to necessarily play out exactly like it did but you're basically saying this is the soft bank and Adam show we're about to do about to do it. Another thing we do not know is you know you talk about that tender.

55:31Did benchmark take money off the table in that deal? They might have they did an Uber from soft banks. So like you might also be saying, well, okay, we're getting our principal back plus, you know, three XR principles. So we're already in the money. Worst thing that happens is we're three X in the money or five X or whatever the hell the number is. So yeah, go for it. And then make make us, you know, make us the next Google, make us next Facebook. Yeah. Yeah. Get the exactly you're at the, you're at the casino at this point. You know, you've gotten three XR money back.

55:57Let it all ride, you know? So those are the incentives. We've talked about the board of the investors. We've talked about Adam is looking for this partner in crime and Softbank is looking to go put billions and billions of dollars into something because boy are those management fees sweet when they have these huge funds and they can actually put it to work. Yeah, it's also crazy too. I mean, let's just think about this for a minute. This was like mid-2017. That was two years ago.

56:21Like, this was very recent. It feels five years ago. It feels ten years ago. So much has changed. So they take this money. They turn around right away. And they buy the Lord and Taylor building on Fifth Avenue in New York for $850 million, which, you know, I don't know. I'm not a real estate investor. I don't know how to judge like whether that was a good investment or not. But now all of a sudden, you're now in a new league of capital deployment here. And this is for their head. I mean, it's partially the use of flour. So we were, this is because they feel they need new headquarters because they have physically grown out of theirs and they're out of space. And I will say from being in their headquarters, even

56:57a few months before I'll help broke loose this year, it was crowded. Like it was legitimately crowded. They hired a lot of people. Yeah, I mean they had 15,000 employees until this week. Now that Lord and Taylor store is going to look like an American apparel store. The one you pass by. It's going to look very similar. Oh man. How history repeats itself. They also at this point purchased the infamous Gulf Stream G 650 private jet purchased by the company for Adam's use for $60 million.

57:25Right around the same time, Adam and his wife Rebecca, who at this point has been rewritten into history as a co-founder of the company. As best as we could tell in our research, she and Adam were together when they started the company, but...

57:38Was not actually like it's a fascinating thing too because usually co-founders get written out of stories not written in like the you know Silicon Valley is littered with people who legitimately co-founded companies who don't get to be part of those narratives in this case in the in the sort of like sci-fi world This is referred to as a retcon retroactive conversion. Yeah, sort of retcon that person did that. Yeah, I get we don't know for sure but so anyway they the two of them decide right around the same time that going back to the green desk environmental roots of the company, they really should ban meat from. It would have such an environmental impact if they banned meat from.

58:15We work and I have heard a back story of this and I'm not gonna I'm not gonna claim that this is completely true But the back a story I heard when this decision came up or when Adam proposed this decision Was that internally said no like his people internally said for example We have sales people who go and try to sell things to potential customers or maybe meet with landlords Are they not and they're gonna pick up the tab, right? You know I'm on sales version if the person I'm with gets a burger can they not buy it?

58:43And because Adam had actually basically said, no, no company money will be spent on meat. Well, that is a problem. And so people raised all these legitimate concerns. But this goes to the government later, the government is this wasn't the board issue, but raised all these legitimate concerns. And he sat there, he took them all in and just got up and said, yeah, we're going to ban meat and walked out and then announced it before they like and just announced it. And that was that. And that's how these things worked. Yeah. At the same time that he's flying around on a private jet, which is a very stable environmental impact. Cover your ears and ignore the cognitive dissonance. Nothing wrong with that.

59:12but like in theory, but it's part of this idea that we work, you know, What was that line? You said the community line, right? I mean Adam and I believe this was sincere He believed we work was more than a co-working space You know anytime if you've ever been in a we work and you get in the elevator to go up to whatever the floor is There's a schedule of events these events have nothing to do with quote businesses is it is farmers markets It is you know it is yoga. It's stuff like that He legitimately believed that and he also believed that that was a way to keep customers that when you Okay, maybe now my three-person company now is a 20-person company

59:47we should maybe have our own space. But man, we like it here. Yeah, yeah, totally. Again, not wrong. It just got so perverted over time. So fast forward to this year. And, you know, the probably, I think in many ways once this came out in the IPO filing, this was the straw that sort of broke the camel's back.

1:00:14We've talked about everything that's happened up until now in January of 2019. We work changes its name to the Wii company. And in doing so, we worked did not have the trademark for the name the Wii company. Who had that trademark? Adam had that trademark via an entity he controlled called Wii Holdings, I believe. And so we work at Adam's direction licensed that name from his own company for $5.9 million. And, again, I'm just sort of speechless here. And the defense of Adam Newman in this, which I'm not going to make, by the way, because I said this was horrible. But the argument was that this was a tax issue. That Adam created it had a value. And if he simply gave it, it's kind of like you can't just give your friend a brand new car. You just can't do it. There's a tax liability with that. That if he had simply given it to the company,

1:01:12Now, this is also a person who did have a $500 million loan from JP Morgan. Someone who had taken, you know, hundreds of millions of dollars, he could have sucked up taxes and how and again, even if it's one of those things that the board at the time was willing to do, how nobody was able to flag it and convince everybody internally before it became publicly disclosed is a just endless. Yeah, like how this would look. Yeah.

1:01:35Yeah, even even if there is one of those things that even if you could make a valid on paper argument for it, the optics are so god awful, you don't do it. Yeah. David, I have a name thing I get to talk to you about after this. We're changing the name. We're going to be the acquired company. No, acquired media LLC is a great name right around the same time.

1:01:57news comes out. Remember soft bank and their motivations. They want to dump a lot of money in here. So now we're in the beginning of 2019. We're two years into the vision fund. I can't believe that was that was that was this. That's when the news comes out. The discussion between soft bank and Adam or we workers are going on late 2018 and Adam does think he has a deal. Yeah. Well, and again, so like let's the one of the things I wanted to we wanted to do on this episode is talk about why is soft bank doing what they're doing throughout all this? Okay, so we're now two years into the vision fund.

1:02:25they've deployed a lot of it, but they're thinking about, and talking publicly about Vision Fun too, and trying to start fundraising for that. People are still, like, shaking off the shock that Vision Fun One happened. Like this notion that, oh, we're about to go do it again, 100 billion again? Yeah. Yeah. So now, speaking as a fund manager, like any fund manager, you can't.

1:02:47It is in your fund documents that you cannot go raise a successor fund until typically you are at least two thirds, if not more, deployed and reserved of your initial fund. So they're now sitting here and I don't know exactly how much capital they had deployed out of Vision Fund one at this point, but they're like, we want to raise fund two, we got to deploy fund one. So news comes out that they're talking about and like you said, Dan Adam thinks there's a deal for soft bank and the Vision Fund to invest 16 billion more. And we work. And by the way, this is the first time the issue of control comes up because the the story, the news stories that come up were that that soft bank would basically buy a majority stake in the company, which even though I don't think it was ever explicitly said, the assumption is if you own most of the company, you get to make most of the rules, which we thought until yesterday, which we thought until yesterday, but Adam apparently, at least from what I'm told was never

1:03:37Going to give up control and that this becomes this issue of you might own 52% But I still have control and that I don't think that was the breaking point of that deal But that was always something I always heard from Adams people internally at we work was that he always felt the reporting on that was wrong because quote he was never ever going to give up control in a soft idea Interesting interesting because it was not Adam that blew up that deal no No, it was soft banks LPs. So at least according to the reporting, David walk us through this. I thought venture capital was a blind pool. Not envision Saudi Arabia has it. It's actually funny. Saudi Arabia doesn't have a veto. They can't kill a deal. But Saudi Arabia, which and I'm going to you probably know this better than me. I think they're like 30 or 40% of the fund. Yeah. They can say you can't use our money for this and they are for anything over a certain amount. They are they have a right to basically say you go do the deal.

1:04:25but we're carved out of this one. And yeah, interesting, which is not typical in a venture fund agreement, but there's a lot of things that are not typical about the vision fund. But regardless of whatever control they had, they had the ultimate hammer, which LPs always have, which is like, we're evaluating you about whether we're going to do fun too or not. And I have to believe that that was ultimately The leverage they had and why soft bank backed out of the deal was they're like, oh, shoot. Actually, if we do this, there's also there's also tense relationships at this point. Remember when you're thinking, now this is a little bit after, but in October of 2018, we're talking December, January, October of 2013 is when the Jamal Kishoggi gets killed in 2018. Sorry, I apologize. Masa decides he's not going to go to their big conference. He's actually going to show up in Saudi Arabia and meet behind the

1:05:20close doors, but he's not going to sit on stage. So things are tense. This is Davos in the desert. Davos in the desert. Correct. Which is happening very shortly, happening this coming Tuesday. Masa is speaking this year. Wow. Someone needs to raise a fund. And that just shows it's all written out right there. I mean, it's not to, no, I'll make a value judgment on the show. Like that's a horrible thing to go after the events that transpired and represent your organization there and participate.

1:05:48Clearly clearly desperately needs to raise a fund absolute. Yeah, yeah So the deal falls apart soft bank does end up investing corporate I believe not the vision fund two billion dollars in we work at this point in time because we work needs the cash They've been grow grow grow grow. They bought the lord and Taylor building for 850 million And they've been making decisions bait because remember this the bigger deal fell apart really at the last minute as far as we work was concerned They were making and think about the time again end of year q4 that's when you're making all your plans for the next year they expected to have the money they were I don't know whether they were officially signed at least or not but they certainly had the engine running yeah totally and to explain the soft bank corp thing this is soft bank the gigantic telecom that's been around for 30 40 years the that precipitate came before the vision fund this is off their balance sheet rather than a balance sheet that soft bank corp expects to grow in 2019 because they've agreed to sell sprint

1:06:44a deal is not close. Interesting. Yes. Yes. Wow. We did the team level sprint episode. So long ago, I forgot that it hasn't closed. Has not closed. They'll be still in court. Yeah, still anti-trust regulars. But I believe they just they got they got through antitrust, but about a dozen state attorney generals are are sewing to block it. So we'll see. Wow. So, okay. So now we work needs plan B. They need capital to fund this plan and probably a lot of these lease commitments are in place already. So what's what's the alt at this point?

1:07:14when I raise a point here that we want to talk more about, there's essentially only one buyer of we work shares at this point. And that's off bank. Like, at these, well, the belief is, or the public market, the public market is not a buyer. But so they're looking around for alternative. There's no other private investment.

1:07:36firm or entity that we work could go to for financing at this point in time. Some might call this a price discovery problem. Yeah, indeed. So the only alternative is, well, public markets, let's tap the public markets. So in April of 2019, just like three months after this deal falls apart, they file confidentially with the SEC to go public. It gets reported that this is happening. They filed technically in December, technically filed confidentially. They thought they did it.

1:08:04What was the ex they gave an explanation which I didn't think made a lot of sense but they did because why else would they've done it? Something about the timing in the year, but yeah, they filed officially confidentially December. I got reported several months later. Is that like help us understand that timeline versus a normal IPO timeline? Was this rushed?

1:08:19No, that makes sense. If you were to file confidentially in December, they knew kind of similar to how Uber knew or lift knew that this company was relatively unusual and that the SEC was going to have more questions than it would have for a run of the mill company. So you file in December with the idea.

1:08:35First idea maybe we'll go public in late spring, but we'll probably go public in September. We are working on this big soft bank deal, so we don't have to, but we'll have this in our back pocket. You do it in December. No one's paying attention until January anyway. Go through a bunch of revisions. You don't want to go public in the middle of the summer. You'll come out right when Q3 happens. You'll be out the door. And indeed, that was what they tried to do. So August comes around of this year, just two short months ago. And they filed the public version of the S1, which means like, The train has left the station, like once the public version of the S1 comes out, the process is going. Yeah, it should be six weeks, and then you're up your public. It should be six weeks in your public. And all hell breaks loose. I mean, dad, you were more than anyone on top of this. It's one of the most remarkable S1s that's ever been written, and not just because, look, let's start with the obvious, right?

1:09:24There was huge revenue growth. You know, the base, if you only read like to the whatever it is like the eighth page where you see kind of the top line financials, even though the losses were massive, which wasn't a secret, because remember, we work had been kind of like Uber had done, even though they were private, had been disclosing financials for a while for two reasons. One, because they wanted...

1:09:41people probably not to be shocked by the S1 eventually and two they had done a bond offering a public bond offering about a year and a half earlier so they had public disclosure requirements anyway so the top one look revenue growth was huge and it was billions of dollars revenue this wasn't a small thing losses were huge billion dollars losses but then you had to keep reading and to be honest these things are like a hundred pages long and this this I think is the longest I've ever read is like Multiple hundreds of it was very long and lots of reporters kept going to different sections and finding things that were shocking and surprising and you kept looking at going No, that can't be right and you would have we had conversations like it says this but it doesn't really right like what am I because these are written by lawyers and bankers What does it really mean and good lord and also partially because you know you talked at one point about you know Adam has some real estate

1:10:25We work has is this series of LLCs every building is its own LLC. So it's incredibly even even if everything's on the up and up and there's it's extraordinarily complex organization structurally and all that comes out in the s1. Yeah, even without I mean that there's I think it's page. I'm gonna lose it but the first 20 pages here. There's their org structure here. It is page 16.

1:10:47of the we company that owns the we company MC LLC that has the we company partnership and then the we work companies LLC and then the all the countries and like this is before you get to buildings Yeah. And remember, they'd also, they'd raise, or still are, or maybe not now. They'd been raising a massive fund. You know, you talk about, oh, you know, we work should about the buildings. Well, they were doing that. They were raising a massive fund, which Adam was going to have a stake in, but just like everybody else that we work would. And that was going to go by buildings. And that was again, that's another separate entity, which is then leasing out and all that. But yeah, look, we learn a lot of stuff. This is where we learn about the trademark. This is where we learn about the extraordinary amount of control he had, even to the point where if something were to happen to Adam, like he were to die, the board

1:11:27doesn't get to replace him. His wife Rebecca gets to decide the succession plan. And if she dies too, then their children absolutely errors. We learn that they are also going to give away an enormous amount of money and charity after this IPO. I think he's committing to a bill. And Adam has, I will say, Adam has given a lot of my charity over the years out of some of that money. He hasn't put it all into houses and Gulf streams. But I think they commit that they're going to give a billion dollars over 10 years after the IPO away from proceeds. Which is fascinating. There's actually in this document a section that says charitable commitments of our co-founders and other senior leaders. That is

1:11:56It's very typical and by the if this had become official if this IPO gone forward he would have I think been legally obligated to do so I mean he was he was all this wasn't the giving pledge which is signing something the Warren Buffett gave you and you know if you don't do it what's gonna happen to you this had the force of law behind it in theory yeah or at least the force of the SEC for this okay so much much much weaker law no that's not exactly yeah all right listeners Now is a great time to thank our longtime friend of the show, ServiceNow. If you are running a large enterprise, AI agents are likely spread across every team and deploying them is no longer the hard part. Yeah. The hard part is knowing what permissions they have, what employees are using them for, or what decisions AI is making. AI security for an enterprise at scale is not a small concern. Like the risks are real.

1:12:50Exactly. And the challenge with AI is governing it, securing it, measuring it, and making sure that it actually delivers value. That is why ServiceNow built the AI Control Tower. Yep. AI Control Tower gives enterprises a single place to see, manage, govern, and optimize AI across the entire business. And it works with any AI, not just theirs. Every device on your network, every permission across every system, every AI agent, visible and secure in one place. And ServiceNow can do this.

1:13:19because they've spent more than 20 years building the operational backbone of the enterprise. The workflows, governance, approval, security controls, and institutional knowledge that power how work actually gets done across IT, HR, customer service, finance, and security. Service now already runs more than 100 billion.

1:13:37workflows annually and trillions of transactions for more than 85% of the Fortune 500. So when companies need a place to govern AI at enterprise scale, they're building on a platform at the center of how their business already operates. And in a future that isn't going to be one AI, it's going to be thousands of AI agents working across every function of the company. But the question is, who's managing them all?

1:13:59So if you're trying to turn AI ambition into real business outcomes and make it work safely, securely at scale, go check out servicenow.com slash acquired and tell them that Ben and David sent you. So let's talk about what we don't learn in this document. So what I was really trying, when we were talking about doing this episode in my head, I'm like, okay, I want to tell people what the macro story is here. And then the question in my mind was, is this actually a good business at steady state? If we work stops expanding. So I'm scrolling and scrolling and scrolling in hundreds of pages, you can't actually ascertain, hey, of the cohort of your buildings that are at scale, what are the gross margins? What are the unit economics? They keep saying we have

1:14:38really strong unit economics, and then the only financials they give are this massively blended one that is a very, very basic P&L that shows the business including all of the expansion. So really difficult to tease out what losses are actually incurred yet.

1:14:56maturity they have this silly graph that has no y-axis with like this this curve that basically shows hey the buildings are break even after six months but like not much more detail than that and that you would have thought they maybe would have by the time they filed the s1 learn the lesson from uber which had a similar problem which which is you know every look every single company. I think I've ever talked to tells me that even though they're losing a lot of money, they're uniteconomist or fantastic. I'm waiting for someone to say, well, uniteconomics are kind of mediocre. No, uniteconomics are always great, but you're right. And that was an issue with Uber, right? Guess what? They don't tell investors that either. But when you looked inside of Uber's documents, you could not figure out how much, what were the uniteconomists parried, particularly for Uber Eats, per delivery. You couldn't figure out any of that. I think that has been an ongoing problem for them. And we work with the same way, right? And you should have been able to, because we work had been saying things over the

1:15:45years like, again, like Uber in mature for them, mature markets where they'd been X number of years or had X number of buildings, we were building profitable, even understood. There's overhead, there is marketing, but you couldn't even figure out that in that building and so, that they'd been in for four years, take out all the overhead is the building profitable. No freaking idea. No idea.

1:16:08which is a problem because if the argument was already mentioned's argument, like with a cable company eventually you could figure that out. Was the, you know, was deciding to lay pipe in Seattle. Did that make money in the end? After a certain amount of time, it should be able to say yes or no. In this case, they didn't. It wasn't even that they couldn't, they didn't. And the backstory that you keep hearing and Part of this is probably self-serving about bankers and board is that these things were indeed raised, not by the SEC, but these things were raised by bankers and boards. And just like with Adam and the meat thing, he basically waved his hand and said, don't worry about it. This is how we're doing it. Wow. So needless to say, potential public market investors react terribly to this as does the media and everybody. First problem is the governance, as you keep saying. Yeah. So September 13th.

1:16:58We were announces is changing the corporate governance and Adam is still going to have the super voting shares, right? But they are going to be weaker. I think it was supposed to go down to three to one if I'm correct. It was 20 and then 10 and then 10 and then three, right? So it was going to load the succession thing was going to change. The board was going to be able to determine who was the replacement was. And they were allowed to fire him, which was important. And by the way, that's unusual because again, think of Facebook.

1:17:21Board can't fire Zuckerberg. I don't think the alphabet they can fire Larry Page. That was interesting that the board now, even though they didn't have the votes, the one thing they could vote on would be to fire out a new man. Now, this was, Dan Craig, me if I'm wrong. This was an announcement. This was not an actual change. These were things that were going to happen upon the IPO. Yes and no. And that's where things get very tricky because as we know, they do fire out a new man. So they clearly got the ability to do so, or maybe they just persuaded him he had to step away. Either way, we being you, me, the media, everyone is under the impression at that moment that these changes have been made. It is codified. It's talked about in an SEC document. And again, it comes this question of, okay, this is something you've done, or is this something that is effective as of the issue and the actual shares being issued.

1:18:12Remains unclear because I believe when we get to the end of this in just a sec Adam still has the 20 to one If not 20 he has at least 10. I believe he still has 10. He's not three. He still controls the votes as of well as of two days ago. Yeah, so then September 24th Adam is out of CEO the board is replaced remains chairman. He remains becomes chairman. Yeah, executive chairman even that wasn't enough to get the IPO back on track. They announced after that, they're pulling the IPO. Well, let's just go back quickly because this is important. This is where soft bank plays. Even before Adam gets fired, there start to be reports over a weekend that soft bank is pushing to have the IPO postponed. Now, remember, Adam wants this thing to go forward. To be honest, the board wants us to go forward as well. Obviously, the bankers want this to go forward. It's an interesting leak. It's an interesting leak. And soft bank will not cop to it. But if you go to who had incentive,

1:19:02to leak this because this is a really damaging thing to leak. This isn't just like, oh, you know, maybe earnings projection. Well, this is really damaging. This is saying perspective investors, this thing shouldn't happen. That's a real freaking problem. And, and by the way, the biggest investor who's got two people on the board, they should know this company well. It doesn't want it to happen. So soft bank is clearly somebody that's off bank is leaking this. And then there's the question of why? Why would soft bank be torpedoing its own portfolio company? And the best explanation I've come up with, or at least the one that everybody affiliated with we work, those who support Adam, those who don't.

1:19:32Everybody seems to believe it's a soft bank. This goes back to vision fund which is if this goes public and it goes public say at a valuation I'm gonna make this number up now a 15 billion because now they were getting investor feedback. This thing's not going at 49. It's probably not going at 20 down to 15. If it goes public at 15 soft bank then is obligated to revalue its existing shares in we work and what does that do? It means when you're going to the Saudis or to Apple or whoever else R-I-R-R on our existing fund has gotten a lot lower because you said earlier this is one of the biggest investments there it has a significant any valuation change has a significant change to soft bank and remember soft bank had previously marked it up to 49 billion and it had done an insider deal it marked up on its own so that the reduction would have been massive yeah it would have cratered

1:20:21They've got 70 billion in because they they continue to put in more convertible notes to there's a lot of money in big and again just yeah in the value of it just would have been they marked it up themselves if they just kept it at cost things would have maybe been a little bit better but yeah it leaks it leaks out and it becomes a cavalcade and eventually Adam leaves but because then there was again there was first talk soft bank wants the IPO not to happen then soft bank things Adam Newman should leave well Adam's not leaking that there's no reason for anybody else to be soft banks leaking that

1:20:50Yeah, well, so the net of all of this is that I should say for the record soft banks as they didn't leak There we there we have it. We don't know who did somebody did the net of all of this is that the company is now running really really on fumes Shockingly low on cash because they remember how much money they were planning to get they are looking to bring in three billion dollars via the IPO and then they'd also agree JP Morgan at a range of massive six billion dollar debt package which was concurrent to the IPO so we work in in whatever it is in August looks at his balance sheet and says we're running really low on cash But come end of September we're gonna have nine billion dollars and they had banked that in their brains and in their models and at that point you got nine billion dollars coming in September

1:21:33Spend and by the way really spend because wouldn't it be great if we go public right after Labor Day Then five weeks later we can come out with Q3 financials which show massive growth and so let's goose the growth now. Yeah, yeah, so I think Dan you had reported Something's got to happen by Thanksgiving, because they're going to hit. I overstated it. I heard it by Thanksgiving, but apparently they would have been out of cash by the end of next week, although it is unclear how much of that's related to severance, et cetera. They were going to have to pay to these thousands of people, though laying off. But yeah, they were, they were, they were almost out of money. They need money. So yesterday, as we sit here, the outcome of this is announced. So I'll thank his acquiring the company.

1:22:14without acquiring. Without actually, no one can explain to me. Still, including soft banks. So no one can explain. So let's walk through what that package looks like. So soft bank is going to, well, first of all, to get Adam to step aside from the board position, they are paying 175, 185 million, 185 million dollar consulting fee, a quote consulting fee, which gives them three things. Adam gives up his super voting shares. Adam steps down as executive chairman and those are the two official things. The unofficial thing is he votes for the deal. There's an alternative package and there's questions about how real it was, but there's an alternative package led by JP Morgan. It includes things like Starwood, Barry Sternlick, who's a serious real estate investor. There's an alternative package. There are people on the board who prefer that package because they think it leads to IPO quicker. But Adam, again, didn't give up the voting control. So Adam gets to decide and he takes 185 million dollar bribe, which his people say is in the best interest of the employees because there's a tender offer as a piece of this which is discussed. But yeah,

1:23:12They pay them off. And by the way, what a remarkable thing to learn. If you are an activist investor, like Elliott, who spends all this time, for example, with AT&T, like working with small shareholders and stuff to convince the board to maybe vote, I wonder if Paul Singer has ever thought, why don't I just give the independent director $10 million each? Wouldn't that be faster, easier, and by their votes? It's unclear at this moment if that's illegal, because to be honest, from what I can tell him about, so long as you can have a defensible fiduciary argument in this.

1:23:38He's going to be a consultant to the company. They're going to ask somebody. Then we work is this legal and they said, we can't tell. And then said, because no one really considered this, right? Like, I don't know. Like in the way he said to me was said, we also don't have anything in there. What happens if we learn that like we work can actually work well on Mars. It's not in the documents. We didn't think about it. I think the only guaranteed outcome here is that The SEC is going to have lots of job openings and guaranteed employment, you know, for a number of years, at least the New York office of the SEC. So let's go through the rest of the package because in addition to that $185 million consulting agreement, they are doing a tender offer of $3 billion. So to Adam and anybody else at the company and investors at $19.19 a share, which goes back

1:24:27from evaluation perspective years, you know, four years, three years. Right. So that's it. It's looking like about a billion of that will buy Adam shares up to a billion. He doesn't necessarily have to sell it all. It's hard to imagine he won't, but in theory, he doesn't have to. So interestingly, you pointed on that 19, 19 number that that strike price, if you go back to the last time that the stock was valued around there, you brought this up earlier was around 2014, which was Around the time when we work at about a thousand employees so 14,000 of the 15,000 employees have been issued stock options that are underwater. It's what we think. I mean, as we discussed before the show, there's a, I mean, valuation stuff. There's a foreign INA valuation, which is what shares are really valued at. And that's different than the official price. So it's possible. There's another thousand that, but even even even if you're slightly in the money, there are taxes on top of this. You weren't expecting this. So a lot of people might not have exercised options. And if you deal with this stuff, you realize that if you haven't exercised your options, you're actually paying a higher tax rate than people who did a year ago. And I have been told there's certain people who got actual stock

1:25:32grants, which is different than options just we're handed stock basically free in lieu of cash. I doubt that was very much if that existed. Those people are in the money. But look, no, most people who've joined we live in the last couple of years, who a couple months ago, honestly, might have been taking out mortgages, might have been taking out loans. Why wouldn't you write? You got a $49 billion company, any bank with loan against that or at least loaned something against that. And they are, they are two things. They, they get nothing out of that financially. And thousands of them are literally going to be out of board jobs. Yeah. So they, they don't get nothing for their stock and they don't even have paychecks. They'll get some severance, but not much. Really sad.

1:26:07The last component of this deal is a $500 million loan to Adam, I'm sorry, there's a couple more prints of this deal. The $500 million loan to Adam personally from Softbank Corp, off of their freaking balance sheet. Which you will use to basically repay his loans to JP Morgan. And then a $1.5 billion investment at a share price of around $11. So somehow there are two different. And that values the company at $8 billion.

1:26:37I believe. I'm I think in the end. It's a little bit over 10 I believe. But again, it's so convoluted. No one really quite knows. And I think at this point, you could say that the the old valuation models that we use for most of these companies, right? It's the value of this series. I value this. I think is I'll just out the freaking window at this point. So this gets the market discovery or the price discovery problem that I alluded to earlier, when you have only one party who can buy and the leverage keeps swinging all over the place, they just keep valuing it up, down, up, down, all these different places, depending on the specific moment in time. We work shares. Yeah.

1:27:06There's no way to ascertain what the price should be because there's only one party that can and is willing to and keep buying Yeah, it's wild And then the final piece could we kept saying that they've bought the company except they say they didn't They have a majority stake in the company, but they claim they will not control the votes on the board And the way they say they get to that is they are going to significantly expand the board, but when you ask them Okay, what's the size of the board and then most importantly who's going to appoint those new board members? There are no answers when you ask we work internal official spokesperson for we work internal you ask her that she said she said to me yesterday I said call soft bank I said why would I call soft bank if soft banks not the one who's controlling this call soft bank when you call soft bank We haven't either I don't know if it was we haven't determined or no comment, but I mean look

1:27:56For whatever reason they're claiming they're not controlling this, they're in charge. They should be. They own most of the company, they own most of the shares, and whether or not most of those board members are salaried soft bank employees or not.

1:28:07They're going to be beholden to soft bank or in some way related. Okay, so this is the last piece which conveniently is acquisition category on this show. Why is soft bank doing this? Here's here's my thoughts. There are I think there are two reasons. One, I can't remember where I read but I didn't come up with this idea is syphias. The committee on foreign investment in the US soft bank is of course foreign entity. They're a Japanese company. Now they would be buying control of a US company. They've had issues with CFS in the past. So this just like short circuits that could be a risk to the deal, say, oh, we don't actually own it, so we don't have to go through CFS. I don't think that covers because even a minority state, for example, they had to go through CFS for their Uber deal. Yeah. Yeah. So yeah, I don't think that's a real reason. I think the real reason is I don't think they want to I'm pure speculation. I don't think soft bank wants to consolidate. We works financials on their balance. No way. Because now, the balance sheet of this company is

1:29:01enormous liabilities of all these leases. Softbank has a lot of debt that they have taken out at the corporate entity. Remember, they're a telecom provider. They have debt. That debt is basically junk-bound rated status. They're one of the most highly leveraged companies that exist. They would make a private equity person blush. Exactly. Now, if they all of a sudden consolidate this balance sheet, jack up the liabilities on the balance sheet, that's going to torpedo their debt ratings at the corporate level. That's going to increase their cost of capital hugely.

1:29:30Terrible for the company. So I think they're doing all these gymnastics to a to avoid that happening But then be why do all these gymnastics then you get back to the vision fund and at this point I don't even think it's about raising vision fun to I think it's about just trying to salvage vision fund one They can't let we work go to zero because the alternative here is we work Yeah, we work is gonna die as you said in like the JP more I mean This is still a real business, right? This isn't, you know, I've seen, oh, there's the next there. No, there are no had a product didn't work. This has a product that worked. It's still, you know, like, good. There are people who walked in, went to work this morning. Do we work and not who work for we work? Lots of them. They have real buildings. Those buildings still exist. All that stuff. There will still be thousands of employees left, even after the massive layoffs. Obviously, certain facilities will close that are underperforming. Obviously, expansion slows down. But it is a real business. I will say that.

1:30:23The word soft bank isn't arbitrary, right? Soft is the software piece, right? I believe I'm a tech visionary, but the bank part is important too. He is a financier. So the stuff you said about, you know, the balance sheet, that's all real. I will say that I will bet that soft banks still believes long-term there can be a business here. The one thing about my CSU son is that I've always found fascinating is he made an enormous amount of money in the .com boom.

1:30:49Huge money. If I saw I'm sitting next to Bill Gates at one point and he said to Bill Gates, he said at one point, he said in the late 90s, I was richer than you. He said two weeks later, I was broke. And that's true. And what happens to most people who went through that, the dot combo market, Andrews and I always talked about how people who went through that are too risk averse. That's true. Usually you are because you, you, you were so scarred by it. Masa went the other way. Masa decided to take all that risk again. And he, he caught the Ollie Boba train and he did great with it. But like, and then he decided to go over the top.

1:31:18That's why he's so unusual and I would say with this, he might look at it and say, things are really bad right now. But there is a business. I still believe in the thesis of the business. Maybe the management got away from us. If I can get in, what I believe is relatively cheap and control this thing.

1:31:34Maybe we can make it go with this. So here's my attempt to put a bow on the whole thing. Which is, you know, we talked about this in the Vision Fund episode. This is the largest fund of any type, any asset class raised ever, masquerading as a venture capital fund. Well, that doesn't make sense. Venture capital funds shouldn't be bigger than private equity funds. Is this an unmasking of the Vision Fund for what it is is a private equity fund? And when you look at this, gosh, they just made a $1.5 billion equity...

1:31:59Purchase that now has them owning a majority of the company. Oh, and they they levered a five billion dollars of debt on top of it. Wait a minute. I've seen this playbook before and they paid a CEO to go away, which is a very private equity leveraged by all things to do totally so now all of a sudden like Yes, you've now taken out the time frame of which they're going to realize returns on this asset But if they can turn this around turn it into you know what it does still have the potential to be not the same kind of business everyone thought it was, but a good business and a big one with real estate assets all around the world. Well, now maybe they just saved the vision fund. I mean, I will say, I will say though, there is an ongoing question of why they didn't let JP Morgan do the bailout. Like, I almost get the sense that JP Morgan looked at this and said, with soft banks deal, all right, if you want this problem, your problem, take it. Like, it was almost like a hot potato. I don't

1:32:50quite understand why soft bank was willing to catch that. Because again, JP Morgan was going to, now you could argue it would have been too much debt and the company would have sunk under the debt. You could make that argument. But it was money. It was money. It was lifeline. It was runway.

1:33:03This brings us to what we normally call what would have happened otherwise. This episode I'm going to call the bizzaro world we work. We've got this comp. It's IWG. Last year, they did 3.3 billion in revenue. This business ends up looking a lot like we work at maturity. That was profitable, 200 million in operating profit. Their market cap is about 4.6 billion. So we're getting close to the neighborhood of where you're basically buying a business that looks like IWG. You run that for a while. It's going to be profitable for you.

1:33:32Look, hey, great private equity pickup. Exactly. Exactly. All right. Well, let's bring this home. So we work as in a place now where they have six and a half billion in the company, some debt, some equity. We sit here today. We will see if that is enough to have them figure it out over the next year, maybe IPO at some point. We don't know what the future will hold. What we're going to grade here today is soft banks, pseudo acquisition here of we work.

1:34:02A B minus, the low part is for why exactly. Again, I think they should let JP Morgan probably take it, but man, they were creative. Like you deserve something for like, you might have gotten to the wrong answer, but you've got there in a fascinating way. You really can't knock the hustle here. No. And by the way, remember, they wanted control of this company a year ago. They got it, even though they didn't officially get it. They got it for a lot less money too. So Softbank Corp has put in the $2 billion from earlier this year.

1:34:32And now another one and a half billion in equity capital so the Corporation themselves outside of the 3 billion tender that's equity. They're buying it from shareholders, but that's a new equity. Yep. Good point. So they've spent what's that six and a half billion dollars To own a majority of this company now the vision fund poured eight billion dollars in and the the business isn't even worth the combined amount of that. But if you look at what Softbank did, they made a bunch of management fees off the Vision Fund and paid six and a half billion dollars to own an asset that's probably worth about six and a half billion dollars. I'll give one, the one catcher. So maybe I would give a lower grade would be, it's unclear who runs this. They've spent a lot of money without having a CEO. There are, there's these co-CEOs who are there, Sebastian Gunneham and Artie Minson who we talked about earlier. It remains unclear if they are staying.

1:35:23or not. Maybe they're getting a good deal of cash to stick around. That's unclear. They put Marcelo Clara, the CEO of Sprint in his executive chairman, which is mind numbingly strange, mainly because Mosa said, well, we're going to originally, we're going to bring Marcelo in so we can figure out what's really happening inside the company. Again, you had two directors. What were they doing and why do they still have jobs if they couldn't figure those basics out? But Marcelo is a telecom guy.

1:35:50Do they believe these two are the right horses or not? That's unclear. It's a lot of money to spend without knowing who's really going to be running it in six months. I'm in for your B minus, David, where are you? It's so hard to conflate. I think just like this story has illustrated all of these series of decisions along the way by everybody involved, many of whom were, many of which decisions were Terrible decisions. I think it's why like in the beginning we frame this as like this is a tragedy like this is the sum of the system that has created this so now if we're to grade specifically this decision by soft bank I Think there's if you're on the fence take employee sentiment into it. They have to own this thing and there's some very angry people working Yeah, yeah, so I yeah, I think I'm in for the B minus

1:36:42for slightly different reasons, which is the reason it's that high is this is a save like because this was going to go to zero. If maybe the JP Morgan thing would happen, maybe it wouldn't. So it's saved. But on the other hand, there's a very strong case to be made that this is throwing good money after bad. So, you know, and that's, that's never a good position to be in. So yeah, be minus. There we are. We'll check in in a year or so. I'm sure we will.

1:37:10Well, if the cash lasts that long. Listeners, thank you for going on this journey with us. Dan, where can listeners find you? Oh, at axios.com. I can get my daily prerada newsletter. Sign up at axios.com or just type axios prerada into your podcast thing because we've got daily podcasts as well. And I will say prerada is excellent. Like much of the details that we've gotten over the last a few years about this company have been that ProRat is the first thing that I read when I wake up in the morning. So thank you for doing that. Appreciate it. The first thing I write when I wake up in the morning. Awesome. All right, listeners. Now is a great time to talk about one of our favorite companies, Statsig. Yes. There is a reason why the best product teams rely on Statsig, whether they are iterating on their core product features or shipping AI-powered experiences at scale.

1:38:03Yep, in the crazy speed of today's AI world, shipping fast is just table stakes now. It's basically trivial to build and deploy your app constantly. The real advantage is how quickly you learn...

1:38:17what changes actually created value for customers, and how fast you can use that signal to guide what you shipped next. This is where Statsig comes in. It brings experimentation, feature flags, and product analytics into one unified system so teams can ship safely, test rigorously, and directly link what they changed to how users actually behaved.

1:38:36So if you want to make learning your competitive advantage, whether you're building new AI experiences or just evolving your existing core product, go to statsig.com slash acquired to get started. Well, listeners, if you want to hear more acquired, feel free to subscribe from wherever you are listening to this one. And if you're looking for another episode to listen to, we did a soft bank vision fund episode earlier this year. Last year, something like that, search soft bank and your acquired feed. With that, listeners, we will see you next time.