SoftBank is deliberating a ‘slow-motion’ share buyback strategy to go private

REUTERS/Issei Kato

SoftBank Group Corp. is debating a new strategy to go private by gradually buying back outstanding shares until founder Masayoshi Son has a big enough stake he can squeeze out the remaining investors, according to people familiar with the matter.

The approach would likely take more than a year and would mean the Japanese company continues to sell assets to fund successive buybacks, the people said, asking not to be identified because the plan is private. Son wouldn’t buy more shares himself, but his ownership stake, now about 27%, would increase as other investors sell stock.

Under Japanese regulations, Son could compel other shareholders to sell when he gets to 66% ownership, perhaps without paying a premium, the people said.

One advantage of the plan, which insiders have called a “slow-motion” or “slow-burn” buyout, is that it gives SoftBank flexibility to purchase its own stock when it dips, according to the people. In the case of a formal buyout, it would have to pay a premium, likely of around 25%.

Shareholders are also likely to support buybacks, especially since the company continues to trade at a discount to the total value of its holdings in companies from Alibaba Group Holding Ltd. and Uber Technologies Inc. to DoorDash Inc.

The billionaire said as recently as February he thought SoftBank was better off as a public company. More recently, he has declined to comment on his plans after reports about a possible buyout in publications, including Bloomberg News.

“If our shares drop down, I will buy back more shares more aggressively,” Son said at a conference in November. SoftBank declined to comment for this story.

Shares rose as much as 6.7% after Bloomberg’s report.

Son has debated the idea of going private off and on for at least five years. When SoftBank’s shares tumbled in March with the coronavirus pandemic, he began conversations with advisers and lenders, including Elliott Management Corp. and Abu Dhabi sovereign wealth fund Mubadala Investment Co.

Even with SoftBank’s market capitalization at about $50 billion and its assets worth three times that, banks proved hard to convince. They offered unfavorable terms, torpedoing the talks, a person involved in the negotiations has said.

Instead, Son unveiled plans to sell about $43 billion in assets to pay down debt and buy back stock. By June, he had offloaded $13.7 billion of Alibaba stock, an even larger chunk of its stake in T-Mobile US Inc. and some shares of SoftBank Corp., his Japanese telecommunications unit.

He then went even further, announcing the sale of Arm to Nvidia Corp. for about $40 billion, slashing the stake in SoftBank Corp. by about a third and selling a controlling shareholding in phone-distribution company Brightstar Corp.

Son says he is now sitting on $80 billion in cash. The robust initial public offering market has also given SoftBank some big gains on investments, including China’s KE Holdings Inc. and DoorDash.

SoftBank’s market value has surged however, with a rally of more than 160% since its low in March. The value of the stock outside of his control is about $87 billion.

SoftBank is not obligated to publicly disclose buyout plans, unless it takes concrete steps like setting up a special committee to review the bid or getting letters of intent from the banks for financing, according to one of the people familiar. The disclosure rules in Japan, where management buyouts are rare, have gray areas that would give SoftBank room to maneuver, the person said.

Son may still do a traditional management buyout if the share price falls below a certain level, one of the people said, declining to give specific numbers. Elliott, SoftBank’s biggest external shareholder, would take part, provided the stock is still trading at a discount to its underlying value, according to a different person. The Japanese conglomerate is also less leveraged today and a much easier vehicle to lend to for the banks than it was in March, the person said.

After repurchasing 1.35 trillion yen of shares this year, SoftBank holds about 12% of outstanding stock. Son controls about 26.8% through various entities. The company has already announced plans to buy back 1.5 trillion yen more through July of next year. At yesterday’s closing price, that would increase Son’s share to less than 35%, a long way to go until a decisive majority.

Some analysts are skeptical Son would pursue a buyout now given such challenges — and his propensity to use any cash he has for ambitious deals.

“Until this year, Son has shown little appetite for tackling the discount with buybacks,” said Atul Goyal, senior analyst at Jefferies. “Are we supposed to believe that he will now spend years and all of SoftBank’s cash on this scheme, instead of doing what he really loves – making big bets in the tech space?”

The problem with a slow-burn MBO strategy is that the buybacks are likely to raise the cost of the eventual deal, according to Goyal. Even if Son manages to raise his personal stake in the company to 66%, Goyal is not convinced he will be able to pull off the buyout without a challenge from minority shareholders.

Many inside SoftBank are also against the idea of going private. The sheer amount of cash required is one obstacle. Going private is also likely to cause blowback from credit-rating agencies, making the refinancing of billions of dollars in corporate bonds more difficult, one person said. A buyout would actually prevent Son from doing big deals for as long as a year and a half, one factor giving him second thoughts, a different person said.

In February, when he addressed the idea of a buyout, Son said he decided against pursuing a deal after giving it serious consideration. Keeping SoftBank public would allow shareholders to participate in the company’s growth and enforce management discipline, including transparency, he said at the time.

Bloomberg

Singapore Reporter/s

In Singapore, we are looking to double our reporting team by this year-end to comprehensively cover the fast-moving world of funded startups and VC, PE & M&A deals. We want reporters who can tell our readers what is really happening in these sectors and why it matters to markets, companies and consumers. The ability to write precisely and urgently is crucial for these roles. Ideal candidates must have to ability to work in a collaborative, dynamic, and fast-changing environment. We want our new hires to be digitally savvy and ready to experiment with new forms of storytelling. Most importantly, we are looking for hard-hitting reporters who work well in a team. Collaboration and collegiality are a must.

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Following vacancies can be applied for (only in Singapore).   

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  • A reporter who can get behind the scenes and reveal how funding rounds are put together, or why they’ve failed to materialise. She/he in this role will largely focus on long-format stories. 
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Singapore Reporter/s

In Singapore, we are looking to double our reporting team by this year-end to comprehensively cover the fast-moving world of funded startups and VC, PE & M&A deals. We want reporters who can tell our readers what is really happening in these sectors and why it matters to markets, companies and consumers. The ability to write precisely and urgently is crucial for these roles. Ideal candidates must have to ability to work in a collaborative, dynamic, and fast-changing environment. We want our new hires to be digitally savvy and ready to experiment with new forms of storytelling. Most importantly, we are looking for hard-hitting reporters who work well in a team. Collaboration and collegiality are a must.

Following vacancies can be applied for (only in Singapore).

Following vacancies can be applied for (only in Singapore).   

  • A reporter to track companies/startups that have raised private capital, and have the potential to become unicorns. SEA currently has over 40 companies with a valuation of over $100 million and under $1 billion.
  • A reporter who can get behind the scenes and reveal how funding rounds are put together, or why they’ve failed to materialise. She/he in this role will largely focus on long-format stories. 
  • A journalist to track special situations funds, distressed debt and private credit (from the PE angle) across Asia.