Arm's blockbuster initial public offering (IPO) was
oversubscribed by 12 times, and could have been priced at $52 per share, above
the indicated range of $47 to $51, people familiar with the matter said.
But the bankers, who had huddled at the offices of
SoftBank's financial advisor Raine Group, argued it was better to leave the
additional $1 per share -- equivalent to about $1 billion in value -- on the
table. They said doing so could yield a bigger pop when the stock debuts on
Nasdaq on Thursday, projecting it could trade between $57 and $62 based on
feedback from investors.
Son accepted the banks' recommendation, valuing Arm at $54.5
billion on a fully diluted basis.
The behind-the-scenes details on the IPO pricing decision
are based on interviews with three people familiar with the discussions.
Together with other previously unreported deliberations, they shed new light on
why SoftBank took a conservative approach in valuing Arm in the IPO.
SoftBank, which had owned 75% of Arm, agreed to buy the
remaining 25% from its $100 billion Vision Fund at a $64 billion valuation last
month.
That decision came because SoftBank was concerned that the
Vision Fund remaining an investor would weigh on Arm's shares after the IPO,
given that it would be seeking to cash out quickly, the sources said.
At the same time, the deal allowed SoftBank, which has
previously explored raising a new private equity fund, the chance to boost the
Vision Fund's returns, the sources said. Investors including Saudi Arabia's
Public Investment Fund (PIF) and Abu Dhabi's Mubadala were keen to cash out
after nursing losses on many of SoftBank's previous bets that soured, the
sources said.
Representatives for Arm, SoftBank, PIF, Mubadala and Raine
either declined to comment or did not immediately respond to requests for
comment.
To stress its long-term commitment to Arm, SoftBank has told
investors it will remain a majority owner, and decided against selling more
shares beyond the 9.4% stake it was already marketing when the IPO became
oversubscribed, the sources said.
SoftBank also told IPO investors that the $64 billion
valuation "was established by reference to the terms of a prior
contractual arrangement" with the Vision Fund and that it should not be
seen as an indication of Arm's true value, according to a regulatory filing. It
did not provide details on what the terms of that agreement were.
VISION FUND BOUNCEBACK
The Vision Fund returned to profitability in the latest
quarter thanks to investors' excitement around artificial intelligence boosting
the value of some of the startups in which it invested.
Its previous losses, on startups including workspace
provider WeWork (WE.N) to ride-sharing firm Didi Global (92Sy.MU), prevented
SoftBank from securing outside investors for Vision Fund 2, Reuters previously
reported. That fund's $56 billion in capital came from the Japanese firm and
its management, including Son.
The IPO at a $54.5 billion valuation is a win compared to
the $40 billion deal to sell Arm to Nvidia Corp (NVDA.O), which SoftBank
abandoned last year amid opposition from antitrust regulators. SoftBank took
Arm private in 2016 for $32 billion.
Arm's business has fared better than the broader chip
industry because it licenses designs rather than paying to make processing
systems itself. Its technology has become ubiquitous in smartphones and data
centers, delivering lucrative royalty payments.
Yet demand for smartphones has weakened, weighing on Arm's
earnings. Investors have also scrutinized Arm's exposure to China, given
geopolitical tensions with the United States that have led to a race to secure
chip supplies. -Reuters
.jpeg)