Bain Capital Vehicle Becomes Top Shareholder of Kioxia

Kioxia Holdings Corp. announced that BCPE Pangea Cayman2, an investment vehicle established by Bain Capital, is now its top shareholder. The vehicle holds a 14.19% stake, surpassing the 14.12% holding of Kioxia's former parent, Toshiba Corp., as of August 3.

While BCPE Pangea Cayman2 holds the shares, SK Hynix Inc. possesses bonds convertible into nearly all of the vehicle's voting rights. Kioxia identified this arrangement in its annual report as a risk factor and a potential conflict of interest.

This ownership structure is governed by a 2018 agreement involving a Bain Capital-led consortium. Under the terms of that deal, SK Hynix must maintain its voting rights at or below 15% until 2028, unless Kioxia grants permission for a larger holding.