WeWork Mystery: Who Owns 75% of Its Junk Bonds?

(Bloomberg Opinion) -- To get a sense of how the market feels about the day-to-day drama coming out of WeWork, investors have little choice but to turn to its bonds.

After all, the company has no publicly traded shares — and, if the latest twist in its saga is to be believed, that might be the case for longer than anticipated. Executives of WeWork and its largest investor, SoftBank Group Corp., are discussing whether to shelve plans for an initial public offering, people with knowledge of the talks told Bloomberg News. On top of that, the office-rental company may rely on junk bonds for funding for the foreseeable future or even explore a whole-business securitization, a WeWork executive said, according to a person familiar with the matter.

Not surprisingly, WeWork’s junk bonds are tumbling. They fell below 100 cents on the dollar on Tuesday for the first time since the company filed to go public last month, with both the number of trades and overall volume reaching the highest in about a month. While a dip below face value doesn’t inherently spell doom, it’s nevertheless a sign that the bad news is starting to take its toll on investors.

But here’s the mystery: Who exactly are those investors?

We know who holds about 25% of WeWork’s $669 million in high-yield debt due 2025 because Bloomberg aggregates data from the most recent public filings. So, for instance, Lord Abbett & Co. held about $43.8 million as of May 31, or about 6.5%. The second-largest holder is Allianz SE, which includes funds from Pacific Investment Management Co.; grouped together, it owns about $21 million, or a bit more than 3%. Three State Street Corp. exchange-traded funds hold a combined $9.6 million, or 1.44%. In the period through July 31, funds from TIAA-CREF and Ameriprise Financial Inc. pared back their exposure.

Still, that’s far from a complete picture. Only knowing who owns 25% of a company’s bonds is minuscule, even for the high-yield market. WeWork makes up about 0.05% of the Bloomberg Barclays U.S. Corporate High Yield Index. Here’s a sampling of other debt with nearly identical weightings and comparable maturities, and how much of its ownership is public:

• Lamar Media Corp. bond maturing in 2026: 47% known
• Seven Generations Energy bond maturing in 2025: 72% known
• J2 Global bond maturing in 2025: 51% known
• Navient Corp. bond maturing in 2021: 57% known
• Antero Resources Corp. bond maturing in 2023: 67% known
• CVR Partners LP bond maturing in 2023: 64% known

Suffice it to say, bonds in the high-yield index with lower publicly reported ownership than WeWork are few and far between. So if active money managers, ETFs, pensions and life insurers make up only a quarter of investors, who else is left?  

Hedge funds would be a likely place to start looking. WeWork’s bond matures in less than six years and offers a yield of more than 8%. (At the height of the rally last month, it yielded closer to 7%.) The Bloomberg Barclays high-yield index has a comparable average maturity of 5.76 years, but its yield is just 5.6%. There’s been no indication that SoftBank and its affiliates own any of the securities, but they do own about 29% of WeWork stock, which shows just how much the Japanese conglomerate has riding on the company’s success. 

Opportunistic investors appear to have jumped into WeWork’s bond at least twice this year. The bond soared after the company’s April 29 announcement that it filed paperwork confidentially with the Securities and Exchange Commission to hold an IPO and then again after it filed its S-1 prospectus in August. As I wrote in May, an IPO could give WeWork a cash injection that ought to cover interest for a while. It would also give bondholders a layer of protection in the capital structure because public shareholders would take the biggest hit if WeWork fizzles.

These big investors, whoever they may be, can’t be feeling too comfortable right now, given the state of the IPO. As for We Co., the parent of WeWork, becoming a regular presence in the capital markets, I’ll just say this: It’s one thing to be Netflix Inc. — whose stock price has more than doubled since the start of 2017 — and tap the high-yield bond market again and again (its bonds maturing in 2026 have 73.5% public ownership). It’s quite another to be WeWork, given that its IPO range could wind up closer to $20 billion, compared with the $47 billion valuation it had earlier this year. 

There is no shortage of investors, analysts and commentators who see WeWork as the height of market folly. It’s a company with an unusual corporate structure and a business model that seems destined to implode when the economic cycle turns.

So far, the bond market isn’t convinced that WeWork is about to crash and burn. That is, if anyone can trust trading among investors who are largely unknown.

The California Public Employees' Retirement System, or Calpers, held about $2.6 million of the bond as of June 30, data compiled by Bloomberg show. It's possible other pension funds don't disclose such precise figures.

To contact the editor responsible for this story: Daniel Niemi at dniemi1@bloomberg.net

This column does not necessarily reflect the opinion of the editorial board or Bloomberg LP and its owners.

Brian Chappatta is a Bloomberg Opinion columnist covering debt markets. He previously covered bonds for Bloomberg News. He is also a CFA charterholder.

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