【Investment Banking Case Study】How Did Goldman Sachs Make Money on Kioxia?! Ex-Goldman TJ Reveals the Reality of Foreign IB IBD and How to Become a Banker Running Mega Deals!

TJ
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Kioxia. The Most Beautiful Work of Art Goldman Sachs Ever Painted. This Is How Investment Banks Make Money.

Prologue: Tokyo, June 12, 2026

On June 12, 2026, history was rewritten on the Tokyo Stock Exchange. The market capitalization of Kioxia Holdings, the semiconductor memory giant, reached 44.36 trillion yen, overtaking Toyota Motor (roughly 43.8 trillion yen), the company that had reigned at the top of corporate Japan for decades. For the first time ever, Kioxia was Japan's most valuable listed company.

The stock closed that day at 81,200 yen. Its IPO price in December 2024 had been 1,455 yen. That is roughly a 56-fold increase in eighteen months. By June 16, the market cap had swollen to about 52 trillion yen.

But the true protagonist of this story is neither Kioxia nor Toyota.

From Toshiba's near-death crisis (2015), through the Bain Capital buyout (2018), an unloved IPO (2024), an explosive AI-driven rally (2026), and Bain's complete exit (July 2026), across roughly nine years and every single act of this drama, one investment bank never left the stage.

Goldman Sachs.

It earned in the crisis, earned on the sale, earned at the listing, earned as the window for the sell-down, and kept earning through the aftermath. In this article, we dissect the entire Kioxia saga chronologically and extract the essence of the investment banking business model, what I call "One Asset, Five Fees." This is not a conspiracy theory. It is a structural truth that emerges entirely from public information.

Act 1: Toshiba on the Brink (2015 to 2017)

It began with Toshiba's accounting scandal in 2015. Then came the knockout blow: the collapse of its U.S. nuclear subsidiary, Westinghouse. Toshiba booked related losses of 1.24 trillion yen and fell into negative shareholders' equity of 552.9 billion yen in the fiscal year ended March 2017.

Under Tokyo Stock Exchange rules, failure to restore positive equity by the end of March 2018 meant delisting. One of Japan's most storied industrial names was now living on a countdown clock.

Its lifeline was the sale of its crown jewel, the NAND flash memory business (then Toshiba Memory), holder of a top-tier global share. But the sale bogged down. Joint-venture partner Western Digital sued to block it, and antitrust reviews in multiple jurisdictions dragged on. Toshiba faced the worst kind of risk: it owned the asset, but the cash might not arrive in time.

Act 2: 600 Billion Yen in Three Weeks. The Legendary Capital Raise (Nov to Dec 2017)

Enter Goldman Sachs.

On November 19, 2017, Toshiba announced a third-party allotment capital increase of roughly 600 billion yen. The sole bookrunner: Goldman Sachs. Nomura and the rest of Japan's domestic securities houses were left outside looking in.

Everything about this deal was extraordinary.

The book was built in about three weeks. Goldman proposed an unprecedented structure: allocate the entire issuance to roughly 60 overseas investment funds, including well-known activists such as Effissimo Capital Management. Not a single Japanese investor participated.

The issue price was 262.8 yen per share, roughly a 10% discount to the prevailing market price, right at the edge of what Japanese rules deem an "advantageous issuance." Dilution reached approximately 54%. Toshiba sacrificed its existing shareholders to buy survival.

The fee was on the order of 20 billion yen. That is almost exactly what Goldman Sachs' entire Japan operation earned in net profit in a full year (22.1 billion yen in FY2016). One deal, one year's worth of profit. And according to Bloomberg's league tables, the transaction vaulted Goldman past Nomura to the top of Japan's equity underwriting rankings, a feat it had not achieved in roughly two decades.

Here is the decisive point: this capital raise was the origin of everything that followed. It bought Toshiba the time to survive even if the memory sale slipped past the deadline, which in turn made the settlement with Western Digital and the completion of the sale possible. Without this 600 billion yen, there would have been no Bain buyout, no Kioxia IPO, and no "most valuable company in Japan."

A footnote worth savoring: the overseas funds that participated in that distressed raise later reaped extraordinary returns from Toshiba's massive shareholder distributions. Only those who can take risk at the moment of maximum fear get to buy at the bottom. The iron law of capital markets held once again.

Act 3: The Two Trillion Yen Carve Out. Kioxia Is Born (2018 to 2019)

In June 2018, a consortium led by Bain Capital, a Japan, U.S., and Korea alliance including Apple, Dell, Seagate, Kingston, HOYA, and SK Hynix, acquired Toshiba Memory for approximately 2 trillion yen (about $18 billion) through four special purpose companies. Goldman also served among Toshiba's advisors on the sale process.

Toshiba reinvested about 350.5 billion yen, retaining roughly 40% of voting rights: "sold, but not severed." In 2019, the company was renamed Kioxia.

Bain's investment thesis was simple: memory is an industry where only those who keep making massive capital investments survive. Free the business from the balance sheet constraints of its ailing parent, and let it invest. That decision quietly laid the groundwork for capturing the AI era demand explosion to come.

Act 4: The IPO Nobody Wanted (December 2024)

On December 18, 2024, after repeated postponements, Kioxia finally listed on the TSE Prime Market.

The debut was ice cold. The IPO priced at 1,455 yen, below the top of the indicative range. The stock opened at 1,440 yen, under the offer price. The opening market cap was roughly 780 billion yen. The company had posted two consecutive years of losses, and the prevailing view was that memory was a dull, cyclical, unloved sector.

The underwriting syndicate: domestically, Mitsubishi UFJ Morgan Stanley and Nomura at the core, alongside Morgan Stanley MUFG, BofA, SMBC Nikko, Mizuho, and Daiwa. And among the joint lead managers for the international offering, next to Morgan Stanley, Nomura International, and Merrill Lynch International, stood Goldman Sachs International.

The bank that saved Toshiba with the crisis raise and advised on the sale was now in the underwriting group for the listing. Full cycle involvement, phase three. And here lies the irony: precisely because nobody wanted this IPO, the upside was unlimited. The less a stock is loved, the further it can run.

Act 5: AI Lights the Fire, Ratings Pour the Fuel (2025 to 2026)

The turning point came in the summer of 2025. Generative AI datacenter investment slammed into the supply and demand balance not only of HBM but of NAND flash, the storage layer of AI servers. Kioxia, a near pure play NAND company, was rediscovered as the most direct beneficiary of the boom: a 100% purity AI storage stock.

The earnings changed by an order of magnitude. Guidance issued on May 15, 2026 projected first quarter operating profit of 1.298 trillion yen for the fiscal year ending March 2027, roughly 29 times the prior year and far above the 874.1 billion yen consensus. A target price arms race erupted. J.P. Morgan went from 38,000 to 80,000 yen in one move.

Now line up Goldman Sachs' research timeline:

・May 10, 2026: Rating "Neutral" maintained; target price raised from 26,000 to 36,000 yen
・May 31, 2026: Upgraded from "Neutral" to its highest rating, "Buy"; target price nearly doubled, from 48,000 to 93,000 yen
・June 1: The stock jumped over 10%, crossing 70,000 yen for the first time, a record high
・July 1, 2026: Target price raised again, to 116,000 yen

On June 12, Kioxia's 44.36 trillion yen market cap overtook Toyota's for the No. 1 spot in Japan. On June 16, roughly 52 trillion yen. On June 22, the stock printed its all time high of 112,700 yen, about 77 times the IPO price, and roughly six fold in under three months from the March 31 close of 19,080 yen. Nothing like it had ever happened to a Japanese large cap.

For the record: securities firms maintain information barriers between research and investment banking, and ratings are, by design, the product of independent analysis. And the fundamental driver of the rally was unambiguously real: an AI driven squeeze in NAND supply and demand. But hold this timeline in your mind as you read Act 6, and you will begin to see the structural beauty of capital markets.

Act 6: Bain's Perfect Exit (November 2025 to July 2026)

When a stock goes up, somebody sells. The biggest seller was the shareholder who had held it for eight years: Bain Capital.

November 25, 2025: Bain's vehicle BCPE Pangea Cayman executed a block trade of 36 million shares, roughly 350 billion yen. The bookrunner running the deal was Goldman Sachs. With this sale, Bain ceded its position as top shareholder.

February to March 2026: A further roughly 80 million shares sold, about 1.4 trillion yen; the Bain vehicles' stake fell from 36.86% to 29.13%.

Mid June 2026: The stake was down to about 14%, sold into the highest prices the stock had ever seen.

July 9, 2026: Bain managing partner David Gross declared on Bloomberg TV: "We no longer hold shares in Kioxia." The full exit was complete.

And the market's reaction that day was the most ironic of all. On news that should have read as bearish, namely that the largest shareholder was completely out, Kioxia surged as much as 11.2% to 79,950 yen. The reason was supply and demand: the giant overhang of "when will Bain sell?" had vanished. A stock that rises the moment its seller disappears. A textbook beautiful paradox.

On July 26, 2026, the Nikkei reported the number, estimated from securities filings: Bain Capital's profit on its Kioxia sales came to roughly 2.5 trillion yen, approximately $16 billion, the largest return ever recorded by a private equity fund on a Japanese deal. Against a total acquisition price of about 2 trillion yen (of which Bain's own equity was only a portion), the multiple on invested capital becomes even more staggering.

From roughly 44% in December to zero in seven months, sold near the top, with Goldman serving as the principal window for the largest disposals. Full cycle involvement, phase four.

Act 7: After the Party (July 2026 onward)

After Bain's exit, the market turned into a violent rollercoaster.

First, on July 16 (U.S. time), a federal jury in the Western District of Texas ruled against Kioxia in a patent suit brought by Viasat, provisionally awarding about $229 million (roughly 37.1 billion yen) in damages. The next day, the stock went limit down. A global rout in memory names, a heavy overhang of margin buying, and forced selling to meet margin calls piled on; on July 28 the stock went limit down again. On July 29, it was sold as low as 37,650 yen intraday, down 15% on the day.

From the June 22 all time high of 112,700 yen, that is a decline of nearly 70% in a little over a month. The stock fell 57% in July alone; market cap briefly shrank to about 21 trillion yen; roughly 80% of the entire rally from late March had been given back. A colossal round trip. The stock of "Japan's most valuable company" had lost two thirds of its value in a month.

And still the story wasn't over. After bottoming on July 30, the stock opened July 31 (today) bid limit up from the start, propelled by a U.S. tech rally and an 8% surge in the SOX semiconductor index. A stock that fell to one third of its value in a month was now pinned at the daily limit on the way up. And at 3:30 p.m. that same day, first quarter earnings were due: retail investors were, whether they liked it or not, forced to hold through the print. Small wonder social media was boiling over.

Through this entire whipsaw, one name keeps appearing in the disclosure data. Under Japan's short position reporting rules, Goldman Sachs International shows up repeatedly among the large disclosed short sellers. This is standard investment bank activity: market making, hedging, liquidity provision. But step back: bullish research on the way up, the window for the largest shareholder's exit at the top, and swelling trading flows through the crash and the snapback. Here is the essential point: volatility is not an investment bank's enemy. It is a revenue line. The bank does not need to know whether the stock goes up or down. As long as it moves violently, volumes rise, hedging demand appears, and stock lending turns over. Full cycle involvement, phase five.

The Analysis: This Is How Investment Banks Make Money. "One Asset, Five Fees"

Now reorganize the entire nine years from the perspective of Goldman Sachs' revenue taps.

・Crisis financing (2017): sole bookrunner on the 600 billion yen raise, a fee of roughly 20 billion yen, one year of Japan entity profit in a single deal
・M&A advisory (2017 to 2018): advisory fees on the 2 trillion yen sale of Toshiba Memory
・IPO underwriting (2024): fees as joint lead manager on the international offering
・Block trades (2025 to 2026): bookrunner on Bain's staged, multi trillion yen sell down
・Secondary markets (2025 onward): the continuous flow revenues generated by trading, stock lending, hedging, and research

Notice the design. These five taps are built so that whichever way the stock moves, whoever wins or loses, at least one of them is always open. Toshiba in crisis? Earn on the rescue financing. Bain buying? Earn on the sale advisory. A listing? Earn on the underwriting. Bain selling? Earn on the block. The stock whipsawing? Earn on the trading floor.

To say "Goldman orchestrated it all" would be conspiracy thinking. The buyer was Bain; the rally was driven by genuine AI fundamentals; every role above is legal, disclosed, and standard practice; and research sits behind an information barrier. Goldman does not own a crystal ball.

What it owns is something far more formidable: the positioning to be the counter, whichever phase arrives. A relationship network spanning distressed corporates, PE funds, and institutional investors worldwide guarantees a seat at every phase transition: the raise, the sale, the listing, the sell down, the unwind. Not asymmetry of information, but asymmetry of phases. The bank does not bet on outcomes; it taxes the transactions that any outcome must generate. That is the essence of the investment banking business model, and Kioxia was its most beautiful performance. A single, completed work of art.

One final, brutal question: who paid for the party?

Toshiba gave up its crown jewel but recouped through the sale of its roughly 40% reinvestment. Bain took 2.5 trillion yen. Goldman took a full cycle of fees. The overseas funds from the 2017 raise took spectacular returns. Everyone appears to have won. But markets have a zero sum dimension. The people caught in two limit down sessions and chased by margin calls during a near 70% collapse were the investors who bought on margin at the very top: the last buyers, the ones who entered in the final act. In every era, the price of the professionals' perfect exit is paid by the tail end of the euphoria. Knowing this structure is what separates those who survive markets from those who feed them.

Epilogue: Who Stands on That Stage

Let me close with the career perspective.

The ECM team that visited 60 funds in three weeks and stacked up 600 billion yen. The M&A bankers who architected a 2 trillion yen carve out. The syndicate desk that cleared a 350 billion yen block overnight. The analysts who put a framework behind a 93,000 yen target. Behind these nine years of deals stand professionals who fought and won at the highest level of intellectual combat on earth.

And who are they? They are the Japanese and global members of Goldman Sachs, men and women forged at the world's top universities, graduate schools, and MBA programs: the University of Tokyo, Kyoto, Hitotsubashi, Keio, Waseda; Harvard, Stanford, Wharton, Chicago Booth. People whose intellect, character, and leadership have been hammered into shape over years of deliberate training. The Toshiba raise and the Bain blocks were not executed by "someone across the ocean." They were executed by people who grew up in the same classrooms and fought the same recruiting battles as you, but who built the right strategy early and trained themselves relentlessly, and who are now running history making deals from Tokyo, Hong Kong, and New York.

The difference between them and you is not talent. It is only this: when you realized, and when you moved.

I, Toshihiko Irisumi, began my career at Sumitomo Corporation, earned my MBA at the University of Chicago Booth School of Business, and worked in the Investment Banking Division of Goldman Sachs before founding Alpha Academy. Having supported more than 80,000 students and professionals over 18 plus years, I can say this with certainty: an offer from a top investment bank, and the career beyond it, is absolutely within reach if you combine the right strategy with overwhelming preparation. If you want to be the one executing deals like Kioxia rather than reading commentary about them, move now.

Consult Alpha now! Alpha Academy | http://global.alpha-academy.com/

Sat, 01 Aug 2026 09:51:54 +0900
TJ
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TJ Profile

TJ began his career at Sumitomo Corporation in Corporate Accounting, overseeing budgeting, financial reporting, and performance management for over 800 global subsidiaries. Selected as the youngest trainee at Sumitomo Corporation of America in New York, he contributed to U.S. steel business restructuring before joining Project Finance, arranging large-scale financings for international infrastructure and telecommunications projects.

He earned his MBA from the University of Chicago Booth School of Business, concentrating in Finance and Entrepreneurship. He founded the University of Chicago Japanese Association and launched the school's first Japan Trip, now an annual tradition.

TJ subsequently joined Goldman Sachs Japan Investment Banking Division, advising on M&A, IPOs, capital raising, and private equity transactions in media and consumer sectors.

As President of the Chicago Booth Alumni Association in Japan, he has guided candidates to leading MBA programs and global universities. His students have secured roles at firms including Mitsubishi Corporation, McKinsey, Goldman Sachs, BlackRock, Google, Big 4 consulting/FAS, Toyota, MUFG, and Nomura.

Renowned for rigorous one-on-one coaching for TOEFL, GMAT, IELTS, and GRE, TJ is widely trusted for his ability to design and execute career and academic strategies with exceptional precision.

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