Goldman Is Said to Get $180 Million Payday With Toshiba Deal

(Bloomberg) -- Goldman Sachs Group Inc. is poised to receive 20 billion yen ($180 million) in fees for managing Toshiba Corp.'s emergency share sale, according to a person with knowledge of the matter.

The U.S. firm is arranging the 600 billion yen private placement of new shares for loss-making Toshiba, which faces a March deadline from Tokyo's exchange to reverse its negative equity or be delisted. About 60 funds, including David Einhorn's Greenlight Capital and Daniel Loeb's Third Point, are planning to invest, Toshiba said in a statement on Sunday.

While Goldman Sachs's fee as a percentage of the amount raised isn't extraordinary -- 3.3 percent compared with about 4 percent for the average initial public offering in Japan -- what's unusual is that the firm is doing the deal on its own. In 10 other secondary share sales in Japan of at least this size over the past decade, a minimum of three banks split the fees, according to data compiled by Bloomberg.

The fee from the Toshiba sale is almost equivalent to the local Goldman Sachs unit's entire profit for last year.

Goldman Sachs approached Toshiba with a plan to raise money quickly from a relatively small group of investors, said the person, who asked not to be identified discussing private talks.

Toshiba, which is struggling to recover from multibillion-dollar losses at its U.S. nuclear business, is raising the cash because it is uncertain whether the sale of its memory-chip unit will be completed in time to reverse its negative shareholders' equity by the end of March. A public offering would have been tough to carry out because of questions over the company's prospects as a going concern, Toshiba said in the statement.

‘Difficult Situation'

Toshiba said it will sell 2.28 billion new shares at 262.8 yen apiece, about 10 percent lower than its closing price on Nov. 17. It expects the transaction to be completed in early December. The shares have risen 3.8 percent since the announcement.

Goldman Sachs's overseas affiliates met with potential investors to gauge demand, before selecting candidates and negotiating with them individually, Toshiba said. Those discussions took into consideration “our complicated and difficult situation,” the Tokyo-based company added.

Read more on Toshiba's share sale plans

The transaction may help Goldman Sachs end the year as the top manager of Japan equity offerings for the first time since Bloomberg began compiling the data almost two decades ago. The deal vaulted the firm past Nomura Holdings Inc., according to the data, which exclude equity-linked securities such as convertible bonds.

Led by Masanori Mochida, Goldman Sachs's Japan operation has long been one of the most profitable foreign investment banks in the country. Mochida has been president of the unit since 2007 and also sits on the U.S. firm's management committee.

Goldman Sachs also advised Toshiba on the $18 billion sale of its memory-chip unit to a consortium led by Bain Capital. The deal has been complicated by legal action from Western Digital Corp., which has argued it should have veto rights because of its partnership with Toshiba.

To contact the reporter on this story: Takahiko Hyuga in Tokyo at thyuga@bloomberg.net.

To contact the editors responsible for this story: Marcus Wright at mwright115@bloomberg.net, Russell Ward, Philip Lagerkranser

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