WeWork overhauls board to enable IPO

WeWork announced a series of governance changes to assuage investor concerns as it pushes ahead with its embattled listing on Nasdaq.

The company will change its high-vote stock from 20 votes to 10 votes a share, and no member of co-founder’s Adam Neumann’s family will sit on the board, it said in an updated prospectus Friday.

WeWork had been targeting a share sale of about $3.5 billion in September, people familiar with the matter said in July. A listing of that size would be second only to Uber Technologies Inc.’s $8.1 billion listing and ahead of Avantor Inc.’s $2.9 billion IPO and the $2.34 offering by Uber’s ride-hailing rival Lyft Inc.

The new filing also revealed that Neumann will give to the company any profits he receives from the real estate transactions he has entered into with the company, and that any chief executive officer who succeeds Neumann will be selected by board of directors.

WeWork, which leases and owns spaces in office buildings and then rents desks to businesses ranging from startups to large corporations, has raised more than $12 billion since its founding nine years ago and has never turned a profit.

After the company filed publicly for the offering in August, its valuation shrank amid investor scrutiny. SoftBank Group Corp., which with its affiliates is WeWork’s biggest backer, invested in January at a valuation of $47 billion. The company is now expected to be worth as little as $15 billion in the IPO, people familiar with the matter have said.

Both of its lead financial advisers — JPMorgan Chase & Co. and Goldman Sachs Group Inc. — have concerns about proceeding with an IPO, the people said.

Share Classes

WeWork’s original IPO plan included three classes of common stock, with holders of Class A shares getting one vote per share, while Class B and Class C owners got 20 votes for each. This arrangement would have given Neumann the majority of the voting power.

WeWork also made the unusual statement that no family member of Neumann’s will sit on the board. Rebekah Neumann, the CEO’s wife and a cousin of Gwyneth Paltrow, is listed as a founder, chief brand and impact officer of WeWork and founder and CEO of WeGrow, a corporate project to build and run private elementary schools.

The company already has taken some steps to improve its governance, such as adding a woman to its board and having Neumann return $5.9 million of partnership interests initially granted to him as compensation for trademarks used in a rebranding. Yet its prospectus last month raised a variety of other concerns. Among them: The company paid Neumann rent and lent him money. There’s also his voting rights over major decisions.

Neumann will also limit his ability to sell in each of the second and third years following this offering to no more than 10% of his shareholdings. WeWork’s Class A stock has been approved for listing on Nasdaq under symbol “WE”.

The New York-based company, which changed its name to the We Co. this year, disclosed in its filings that it had lost $2.9 billion in the past three years and $690 million in just the first six months of 2019. Its annual revenue, though, had more than doubled to $1.8 billion in 2018, compared with $886 million the previous year.

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WeWork overhauls board to enable IPO