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Gene J. Puskar / AP

Ever since news first leaked that SoftBank was in talks to acquire a stake in Uber, most of the coverage has revolved around numbers. For example, perhaps the deal would be mostly secondary at a $40 billion valuation with a $1 billion primary slug at $70 billion. Or maybe that secondary price is now up to $50 billion. The reality right now, however, is that dollar details are secondary to governance, per multiple sources familiar with the situation.

Leverage: While CEO candidate Meg Whitman tried using the hiring process as a forcing mechanism to change Uber's board composition and voting rights structure, new CEO Dara Khosrowshahi is using the SoftBank deal. It may be a smart strategy, but it's no surer of a bet than was Whitman's gambit.

Key issue: A lot of this revolves around three board seats controlled by former CEO Travis Kalanick, which are the same three seats at the middle of an arbitration process between Kalanick and Uber's largest outside shareholder, Benchmark Capital.

Particularly given that Uber's board would need to accommodate at least one representative from SoftBank (Masa? Ron Fisher? Marcelo Claure?) and still needs to make room for an independent chair. If Kalanick and Benchmark can't iron out their differences soon, it's possible that Khosrowshahi and SoftBank will be hostage to the arbiter's timeline. And, remember, Benchmark has the votes to block a SoftBank deal.

Okay, some numbers: SoftBank has told Uber that it wants a minimum ownership stake of 17.3% and a maximum of 22%.

Capital sources: A lot of SoftBank's investment would likely come via its Vision Fund, which has guidelines against doing ride-hail deals. That language, however, was basically inserted to protect the Saudi PIF's massive investment in Uber, so Saudi PIF can effectively waive it (particularly if PIF's Yasir Al-Rumayyan gets that book value primary, which lets him save face back home). It's also worth noting that the 17.3% floor would include investments from both Dragoneer and General Atlantic, with continuing talk that Tencent and Didi Chuxing could also play roles.

Would Google Ventures sell? This one depends on who you talk to, particularly in light of Alphabet's talks to plug $1 billion into Lyft. Multiple sources say GV, which made the Uber investment, has little interest in divesting, but this decision might be made a few pay rungs higher.

For the record: I was on stage with SoftBank's Deep Nishar on Saturday at HBS, but he didn't really want to talk about any of this (natch). He did, however, take some issue with my framing of SoftBank's transportation investment strategy.

Bottom line, via source: "Everyone says they're not selling. GV says it's not selling. Benchmark says it's not selling. Travis says he's not selling. Until governance gets worked out and there is a final price set, it's all posturing."

Go deeper

Updated 1 hour ago - Politics & Policy

House cancels Thursday session as FBI, Homeland Security warn of threat to Capitol

Photo: Eric Baradat/AFP via Getty Images

The FBI and Department of Homeland Security predict violent domestic extremists attacks will increase in 2021, according to a report obtained by Axios.

Driving the news: The joint report says extremists have discussed plans to take control of the Capitol and "remove Democratic lawmakers" on or about March 4. The House canceled its plans for Thursday votes as word of the possible threats spread.

2 hours ago - World

Pope Francis set to make first papal visit to Iraq amid possible turmoil

Data: Vatican News; Map: Danielle Alberti/Axios

Pope Francis is forging ahead with the first papal trip to Iraq despite new coronavirus outbreaks and fears of instability.

The big picture: The March 5–8 visit is intended to reassure Christians in Iraq who were violently persecuted under the Islamic State. Francis also hopes to further ties with Shiite Muslims, AP notes.

"Neanderthal thinking": Biden slams states lifting mask mandates

States that are relaxing coronavirus restrictions are making "a big mistake," President Biden told reporters on Wednesday, adding: "The last thing we need is Neanderthal thinking."

Driving the news: Texas Gov. Greg Abbott (R) said Wednesday he will end all coronavirus restrictions via executive order, although some businesses are continuing to ask patrons to wear face masks. Mississippi is lifting its mask mandate for all counties Wednesday, per Gov. Tate Reeves (R).

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