Uber Board Seats for SoftBank Imperiled by US National Security Review

When SoftBank Group arranged a $9 billion (roughly Rs. 62,000 crores) purchase of Uber Technologies stock in late 2017, the company negotiated for two seats on the board. Since then, foreign investment in the US has come under heightened scrutiny. Those spots were never filled, and there's a good chance they never will be.

The Japanese technology conglomerate will lose its claim to those board positions when Uber goes public, people familiar with the matter said. At that time, the company's bylaws will change, erasing old agreements like the one it had with SoftBank.

The reason for the holdup: SoftBank has yet to secure approval from officials who review deals between American companies and foreign investors. Although the massive investment in Uber was completed and the money was wired more than a year ago, SoftBank spent most of last year sorting through its own accounting and investor approvals of the investment, a person familiar with the process said.

SoftBank didn't initiate the US review process for the board seats until late last year and still hasn't formally filed with the Committee on Foreign Investment in the US, the inter-agency panel known as Cfius that reviews corporate deals for national security risks, the person said.

The initial public offering, which seemed like a faraway prospect when the deal was made, is fast approaching. Uber will file a public prospectus as soon as Thursday and start its IPO road show later this month, said people familiar with the plans, who asked not to be identified because the information are private. It's seeking to raise about $10 billion (roughly Rs. 70,000 crores) and would begin trading next month.

With the board seats in jeopardy, SoftBank would lose its ability to influence the direction of the world's largest ride-hailing operator. The episode highlights the uncertainties for overseas investors doing business in the era of President Donald Trump. The status of SoftBank's Cfius submission and the potential for the firm to lose its claim to the Uber board haven't been previously reported. Spokesmen for SoftBank and Uber declined to comment. Cfius doesn't comment on its reviews.

Cfius is a powerful and secretive body run by the Treasury Department. It gained expanded authority last year and pays particular attention to deals involving technology companies and those that control data on US citizens. Cfius can impose conditions on a deal or recommend to the president that a transaction be blocked. Often, companies unable to address the committee's concerns abandon their acquisitions rather than go to the White House.

The panel played a key role in Trump's decision last year to terminate what would have been the largest technology deal in history, the takeover of San Diego's Qualcomm by Singapore's Broadcom Ltd. In a smaller instance reported recently, Cfius told the Chinese owner of Grindr, a gay dating app based in California, that the relationship is a national security risk. The parent company is now looking for a buyer, according to Reuters. The committee also voiced concerns about Chinese ties to a social network that connects people with similar health conditions, and the owner is holding a "fire sale" of the assets, CNBC reported.

SoftBank is no stranger to the Cfius process. It won approval from the panel to buy Sprint and UK chip designer ARM Holdings. But the committee put conditions on its ownership of Sprint and restricted control of Fortress Investment Group when SoftBank bought the alternative-asset manager.

In the case of Uber, SoftBank needed to get approvals from its own investors first. The company took ownership of its sizable Uber stake in January 2018. Then it underwent a process to transfer the shares from SoftBank's corporate portfolio to the $100 billion tech fund it manages, called the Vision Fund. That wasn't completed until late last year and was the primary reason for postponing a Cfius submission, a person familiar with the matter said.

The biggest backers of the Vision Fund are based outside the US, including those associated with the governments of Abu Dhabi and Saudi Arabia, as well as Foxconn Technology Group, the Taiwanese assembler of iPhones. SoftBank and its affiliated entities now own roughly 15 percent of Uber, making them the largest shareholder.

Even without SoftBank, Uber has a crowded board. There are currently a dozen directors, with several other seats yet to be filled. In an interview Tuesday on Bloomberg TV, SoftBank Chief Operating Officer Marcelo Claure said there's "no hurry" for the company to take a place on the Uber board. "They already have quite a sizable board," he said.

Directors could elect a SoftBank representative after the company goes public, but the nomination at that point would be subject to shareholder approval. Dara Khosrowshahi, Uber's chief executive officer, has privately expressed other priorities. According to a person familiar with internal discussions, the CEO has said he wants to bring on more independent directors who aren't executives or major shareholders.

© 2019 Bloomberg LP