Grant's Almost Daily Interest Rate Observer

Trouble Ahead for Soft Bank?

This bull-market avatar is doubling down: Japan’s SoftBank Group Corp. (9984 on the Tokyo Exchange and SFTBY on the U.S. Pink Sheets) announced on Friday that it has secured an $8 billion margin loan from a consortium of investment banks backed by its stake in China’s Alibaba Group Holding, Inc. (BABA on the NYSE).

This was one for the record books. Bethany Knight of Riverside Risk Advisors LLC told Bloomberg that: “To my knowledge, I would agree that $8 billion is the largest margin loan ever.” Bloomberg notes that the loan helps SoftBank move closer to an initial public offering of its domestic telecom business Softbank Corp., which had already been utilized as collateral for prior loans. “A successful IPO – possible only after the division proves its independence by canceling debt guarantees – could help the parent raise capital and relieve some of its debt burden.”

On March 9, SoftBank launched a debt exchange offer, presenting its creditors the opportunity to swap existing bonds for new notes due in 2028 for a 100 basis point consent fee.  Covenant Review, an independent credit research firm, observed that this was no act of corporate generosity. Holders of existing notes are protected by a covenant stating that if SoftBank loses its investment grade status its telecom subsidiary, Softbank Corp., will guarantee the debt. That protection is set to be eliminated.

So when investors purchased the Existing Notes, they knew that at worst either the Existing Notes would be rated investment grade or the Softbank Corp. guarantee would remain in place. If the Proposed Amendments are successful, then holders would have swapped that protection for the consent fee – and the Existing Notes could well be left with neither an investment grade rating nor a continuing guarantee from Softbank Corp. (or any other subsidiaries for that matter).

Longtime observers of SoftBank’s charismatic and brilliant CEO Masayoshi Son (who is often compared to Warren Buffett) could hardly have been surprised by this latest bold corporate maneuver.  Son, who weathered a 99% loss in Softbank shares following the bursting of the late-1990’s tech bubble, has taken full advantage of the easy money and tech-happy market conditions which have pervaded in the post-2009 era. Softbank shares have advanced by 442% over the past nine years in yen terms (20.7% annualized) outpacing the Nikkei’s 142% gain (11% annualized) over that period.

That impressive rebound, burnished by timely investments in Yahoo! Japan, and the aforementioned Alibaba, has coincided with a flurry of deals, some under the umbrella of SoftBank’s buyout arm, the $100 billion Vision Fund. Last February, SoftBank bought the Fortress Investment Group for $3.3 billion, a hefty 38.6% premium. On Aug. 24, the fund paid $4.4 billion for a minority stake in private concern WeWork Companies, Inc. (founded in 2010 and now the second largest private office tenant in Manhattan). Softbank has also made substantial investments in ride-sharing unicorns Uber Technologies, Inc.  and its Chinese peer, Didi Chuxing Technology Co. (which is preparing to commence operations in Mexico, according to Caixin, directly challenging its fellow SoftBank portfolio company).

Masa Son’s spendthrift ways haven’t always gone over so smoothly in the company C-suite. On Feb. 26, the Wall Street Journal shed light on the friction between Son and SoftBank directors who don’t always share his deal-making enthusiasm.

Shigenobu Nagamori says he objected when Mr. Son told his board in 2016 that he wanted to pay $32 billion from Arm Holdings PLC. The U.K. chip-design firm was worth a 10th of that, Mr. Nagamori, then a Softbank outside director, says he told Mr. Son. Mr. Son paid it anyway.

To strike quickly, [Son] sometimes commits to investments before getting approval from his fund’s investment committee, some of these people say. And he often spars with his executives and board members over his proposals until they are convinced or acquiesce.

“I’ve opposed almost all of Mr. Son’s proposed investments,” says SoftBank director Tadashi Yanai, president of Fast Retailing Co., operator of Uniqlo clothing stores. Instead of acting like a speculative investor, he says, Mr. Son should focus on “real business.”

A month later, the Journal reported that the dynamics among SoftBank insiders have escalated beyond straightforward strategy disagreements. Specifically intriguing was the mysterious origins of a shareholder campaign to discredit a pair of senior executives at the company, including one (Nikesh Arora), whom the WSJ described as a one-time heir apparent to Son.

At the time, SoftBank couldn’t figure out who was behind the campaign, which the company said was based on false allegations of impropriety and which a board member later called “sabotage.” Both men denied wrongdoing and said they were victims.

People with knowledge of the matter said Alessandro Benedetti, an Italian private-equity investor, was a central figure in that campaign. They said he told associates he was working, in part, for the benefits of a SoftBank insider.

Excessive leverage and value-destructive deals, not palace intrigue, was the crux of a Dec. 15, 2017 bearish assessment of Softbank found in the pages of Grant’s. Total debt reached $154 billion as of Dec. 31, 2017 on a consolidated basis, up from $42 billion on Dec. 31, 2013. Son’s 2013 purchase of U.S. telecom operator Sprint Corp. (SoftBank paid $22 billion for an 83% stake. Sprint’s current market cap is less than $21 billion) is one potential source of trouble, an interruption of Alibaba’s charmed existence is another.  The conclusion drawn by Grant’s was evident in the piece’s headline, “Epitome of the cycle:”

Mix the CEO’s exuberance with cheap debt, high leverage and record asset values. Add the excitement of today’s startling advances in robotics and artificial intelligence. Combine with the karmic report that [Saudi Crown Prince Mohammad bin Salman], the Vision Fund’s No. 1 limited partner, is also the rumored buyer of that $450 million road-show da Vinci. Totting them all up, what do you have? Perhaps a corporation destined to read about itself on page one of The New York Times – and not in a flattering way.