In today’s briefing:
- Kioxia (285A JP): Bain’s US$2.1 Billion Selldown
- [Japan Offering] Bain Starting Kioxia (285A) Selldown; More to Come Soonish?
- Kioxia (285A JP) Placement: Limited Passive Buying & Big Runup Opens Up More Downside
- Kioxia Placement – US$2bn Deal, Relatively Small, Index Upweight but the Shares Have Runup
- Iress (IRE AU): Suitors Engaged, But (Still) Nothing Firm
- Confirmation of Cancellation of Treasury Shares To Be Made Into Law by End of 2025 and a Loophole?
- Jingdong Industrials (JDI) IPO: The Investment Case
- SMEC (099440 KS) Pops As SNT Shifts Its Intent
- Bharti Airtel Block – Third Selldown by Promoter Entity This Year
- How Much of Nvidia’s Demand Is Nvidia-Enabled?
Kioxia (285A JP): Bain’s US$2.1 Billion Selldown
- Bloomberg reports that Bain Capital is selling 36.0 million Kioxia Holdings (285A JP) shares through a block trade. IFR reports that the offering is worth up to JPY330 billion (US$2.1 billion).
- The offering is unsurprising given the shares are up around 7x since the IPO. The offering is easily digestible as it represents 2.7 days of the average ADV since listing.
- Kioxia is anticipated to return to growth in 3Q, and the underlying margin is recovering from recent lows. However, Kioxia’s EV/EBITDA multiple is full compared to peers and historical ranges.
[Japan Offering] Bain Starting Kioxia (285A) Selldown; More to Come Soonish?
- After the close today, BCPE Pangea Cayman announced plans to sell a stake of 36mm shares of Kioxia Holdings (285A JP) in an overnight block. It trades tomorrow.
- This is 6.7% of shares out, 1.5x ADV. The discount is 7-9%. But it is 35% of Max Real World Float. And probably gets tradable shares to 34+%, not 35%.
- That means another offering is likely near-term. The lockup is only 30 days it appears. There is possibly a fair bit of long-dated index demand.
Kioxia (285A JP) Placement: Limited Passive Buying & Big Runup Opens Up More Downside
- Bain Capital is looking to place 36m shares of Kioxia Holdings (285A JP) to overseas investors at a 7-9% discount to the last close of the stock.
- The stock has run up a lot since its IPO with the last leg driven by inclusion in a global index that took place at the close on Friday.
- Toshiba (6502 JP) had already been selling stock, and the Bain selling could take the stock lower, especially with limited passive buying in the short-term to support the big runup.
Kioxia Placement – US$2bn Deal, Relatively Small, Index Upweight but the Shares Have Runup
- Bain aims to raise around US$2bn via selling around 6% of its stake in Kioxia Holdings (285A JP). The IPO linked lockup on its shareholding had expired in Jun 2025.
- Kioxia is a manufacturer and a global leader in flash memory and solid state drives for smartphones, PCs, enterprise servers and data centers.
- In this note, we will talk about deal dynamics and run the deal through our ECM framework.
Iress (IRE AU): Suitors Engaged, But (Still) Nothing Firm
- The board of Iress Ltd (IRE AU), a trading and wealth management software provider, has denied reports in an Australian article concerning a possible takeover from Blackstone.
- The article said that Blackstone was reportedly back in talks for a bid “that could be worth between $11 and $12 per share“. Iress’ share price promptly popped 8% yesterday.
- Iress is still very much in play as it “continues to engage with multiple parties“.
Confirmation of Cancellation of Treasury Shares To Be Made Into Law by End of 2025 and a Loophole?
- On 25 November, the Democratic Party of Korea confirmed that the cancellation of treasury shares will be made into law by the end of 2025.
- Companies that buyback their shares (as treasury shares) will be required to cancel them within one year of the buyback.
- There may be a LOOPHOLE if the company fails to cancel the treasury shares on time. Fine per director is only 50 million won and this may be too low.
Jingdong Industrials (JDI) IPO: The Investment Case
- JD Industrial Technology (2231713D CH), a leading industrial supply chain technology and service provider in China, is seeking to raise US$500 million.
- JDI is the largest industrial supply chain technology and service provider in China in terms of GMV, customer coverage and SKU offerings in 2024, according to CIC.
- The investment case is bearish due to weak market share gains, declining product revenue growth, margin pressures, declining cash generation and factoring of receivables.
SMEC (099440 KS) Pops As SNT Shifts Its Intent
- SNT Holdings (036530 KS) has lifted its stake in SMEC (099440 KS), South Korea’s second-largest machine tool manufacturer, to 13.65% from 8.19%. SNT’s chairman also holds 6.55%, or 20.2% all-in.
- Concurrent with the stake increase, SNT formally declared its equity holding in SMEC to “management participation” from “simple investment“.
- The move could simply be one of SNT aligning its interests with SMEC’s management. But more likely, it’s a precursor to a potential hostile takeover. SMEC is now up ~40%.
Bharti Airtel Block – Third Selldown by Promoter Entity This Year
- Sunil Mittal-led promoter entity, Indian Continent Investment (ICI) is looking to raise around US$806m via selling a 0.6% stake in Bharti Airtel (BHARTI IN).
- ICI had earlier sold around US$1bn in Feb and Aug 2025 while Singtel had sold US$1bn+ via 0.8% stake sales in Airtel in May 2025 and Nov 2025 as well.
- In this note, we run the deal through our ECM framework and comment on deal dynamics.
How Much of Nvidia’s Demand Is Nvidia-Enabled?
- Nvidia’s multi-year cloud service commitments jumped from $12.6B to $26B in one quarter, but only $1B is due in cash before late FY26, raising questions about the immediacy of demand.
- Nvidia is backstopping customer infrastructure via an $860M facility lease guarantee, with only $470M escrowed; effectively transferring counterparty credit risk onto Nvidia’s balance sheet.
- Structurally, this resembles circular financing, where customers take on debt (facilitated by Nvidia) to secure future compute capacity, enabling Nvidia to book future revenue while cash conversion lags.
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