Goldman Sachs exits ICBC with final $1.1 billion block trade

Seven years and six sell-downs after its initial investment in China’s biggest bank, Goldman puts an end to one of its most lucrative investments.

Goldman Sachs has sold its final batch of shares in Industrial and Commercial Bank of China (ICBC), putting an end to a strategic partnership that has lasted seven years and yielded significant returns for the US bank.

It’s only been three-and-a-half months since Goldman’s previous sell-down and the share price is still slightly below where it was back then, but the demand was still strong enough for the price to be fixed at the top of the range, resulting in a tight 2.5% discount and a total deal size of HK$8.72 billion ($1.1 billion).

Perhaps investors felt that this was the last chance in a while to pick up the stock at a discount, perhaps they were encouraged by the continued strength in global equity markets, but according to a source, the ICBC block trade was covered very quickly after the 5pm launch and with very little price sensitivity.

When the order books closed after three hours, more than 100 investors had submitted orders and the deal was several times covered at the top of the range.

Hong Kong led a positive day in the region with a 1.8% gain in the Hang Seng Index as the market reopened after a three-day weekend, but aside from Korea and India all major markets in Asia were up and it was no coincidence that last night ended up being one of the busiest this year in terms of equity capital markets transactions.

Aside from Goldman’s self-led sell-down in ICBC, there were another three block trades and two convertible bonds in the market. Two of the blocks were small, but the third one — a sell-down by Keppel Corp in Keppel Real Estate Investment Trust that was also arranged by Goldman — was upsized by 36% and ended up raising $220 million.

Meanwhile, the two CBs, in Singapore-listed CapitaLand and Hong Kong-listed Hengan International Group, were seeking to raise a combined $1.1 billion even before the exercise of their respective upsize options.

Not surprisingly though, the presence of five other deals didn’t have any noticeable impact on the ICBC transaction.

Goldman sold 1.585 billion shares, which accounted for about 1.8% of ICBC’s H-share capital and about 0.5% of its total share capital including its Shanghai-listed A-shares. They were offered at a price between HK$5.47 and HK$5.50, which translated into a 2.5% to 3.0% discount to yesterday’s close of HK$5.64.

As noted, the price was fixed at the top of the range for a 2.5% discount — below the 3% that the seller achieved in January — and the tightest of all the Goldman sell-downs.

Allocations favoured the largest orders at the top of the book. According to the source, the demand was skewed towards hedge funds, although there was more interest from long-only investors than in the previous sell-down in January, which came after ICBC’s share price had gained 46% from its most recent low in September last year.

By comparison, the share price hasn’t been able to bounce back since the January sell-down which was done when the stock was trading at a 17-month high of HK$5.95. However, it has been on a fairly steady upward path since hitting a 2013 low of HK$5.10 in mid-April.

The final price of HK$5.50 is almost 5% below the HK$5.77 price at which Goldman sold ICBC shares in late January, but it is well within the HK$4.88 to HK$5.77 range within which it has gradually divested its entire stake since June 2009. The first transaction, which amounted to $1.9 billion, has been followed by five more, in September 2010, November 2011, April 2012, January 2013 and last night.

These deals have raised a combined $9.85 billion, which is significantly more than the $2.58 billion that Goldman paid for its original stake in the spring of 2006 — some six months before ICBC went public in Hong Kong. However, Goldman made its original investment not just with its own money but on behalf of some client-facing parts of the bank as well, and since its reporting is done on a consolidated basis it has never been entirely clear exactly how much of the revenues raised from the sell-downs actually went into the bank’s own coffers.

The ICBC position has also been held on a mark-to-market basis, which means that each sale hasn’t actually given rise to a capital gain, but rather has served to smooth out the volatility in the value of the position at the end of each year as ICBC’s share price has moved up and down. In 2010 and 2011, Goldman booked a loss on its ICBC position, but based on the changes in the mark-to-market value of the position since the acquisition, it had made a net revenue gain of just under $2.2 billion from the shares at the end of 2012.

Another way of judging the success of the investment is to compare the HK$1.20 price that Goldman paid for its initial ICBC shares with the price at which it has been able to divest them.

But the ICBC investment has been more than just a financial investment for Goldman. Like the other three major state-owned mainland banks, ICBC was keen to gain access to international know-how and best practices before it approached international investors through a Hong Kong IPO in September 2006. Hence the capital investment was accompanied by a strategic agreement that has seen Goldman provide hundreds of hours of training to ICBC staff across numerous key areas, including risk management, corporate governance and investor relations.

This involvement has gradually been tapering off in the past couple of years and will come to an end with last night’s sale of its remaining stake in the Chinese bank.

As capital requirements are becoming ever stricter with the introduction of Basel III among other things, it is becoming more costly for publically listed banks to hold positions in other financial institutions. It is also not entirely clear how much capital Goldman would have needed to hold against its ICBC shares going forward, and hence it is no real surprise that it has decided to divest the stake.

Or as one source noted: Goldman would have needed to weigh the potential upside in the form of share price gains if it was to have kept the shares against the obvious upside of less capital requirements in the current environment of Basel III regulations and stress tests.

Before it started to reduce its stake in 2009, Goldman held just over 20% of ICBC’s H-share capital.

¬ Haymarket Media Limited. All rights reserved.
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