WHI Holdings' existing shareholders, not the company, are the sellers in its planned Tokyo Stock Exchange Prime Market debut. The securities registration statement filed on 13 November lists 42,735,200 ordinary shares for sale, and its offering section for new shares reads "not applicable". Proceeds from the sale go to the sellers, not to the company's balance sheet.
Who sells, and where
The sellers are BCPE Wolf Cayman, L.P., BCPE Wolf Cayman2, L.P. and Apfarge Investment Pte Ltd. The filing describes the first two as funds advised by Bain Capital Investors, LLC and the third as a fund advised by GIC. It says they hold 56.78% and 39.88% of the shares on a fully diluted basis today, and that they may keep a stake after listing. The board approved the sale on 13 November. Two directors dispatched by Bain Capital did not take part in the discussion or the vote because of a possible special interest.
The planned split is 25,534,300 shares in Japan and 17,200,900 shares overseas. In the United States, overseas sales are limited to qualified institutional buyers under Rule 144A. The final split is set at pricing and the total may change.
| Seller | Domestic shares | Overseas shares |
|---|---|---|
| BCPE Wolf Cayman, L.P. | 10,535,400 | 7,097,100 |
| Apfarge Investment Pte Ltd | 10,535,400 | 7,097,100 |
| BCPE Wolf Cayman2, L.P. | 4,463,500 | 3,006,700 |
| Total | 25,534,300 | 17,200,900 |
Price, over-allotment and timetable
The price is not yet set. The filing assumes a range of ¥2,340 to ¥2,590 and uses the ¥2,465 average to estimate the Japanese tranche at ¥62.94bn. An optional over-allotment of up to 6,410,200 shares, borrowed by Nomura Securities from the three sellers, is estimated at ¥15.80bn. Both figures cover only the domestic offering and the optional shares. The filing gives no value for the overseas tranche. The over-allotment may be cut back or not happen at all, and Nomura has a greenshoe period from 15 to 28 December.
The dates are plans, not completed steps. The provisional price range is due on 30 November, investor demand declarations run from 1 to 4 December, and pricing is on 7 December. Domestic applications run from 8 to 11 December, and delivery and the start of trading are planned for 15 December. If the domestic offering is cancelled, the overseas offering and the over-allotment are cancelled too, and the same applies the other way round. No underwriting fee is paid. The gap between the offer price and the underwriting price is the underwriters' take. Up to ¥450mn of shares may go to the Works Human Intelligence group employee shareholding association.
The four joint global coordinators are Nomura Securities, Goldman Sachs Japan, SMBC Nikko Securities and BofA Securities. The sellers and two individual shareholders are due to give the coordinators lock-up undertakings covering the period to 12 June 2027, which the coordinators can waive in whole or in part.
What buyers would own
The business is the COMPANY human-resources software suite for large Japanese employers. Revenue for the nine months to September 2026 was ¥56.22bn, up 18.0%, and operating profit was ¥22.28bn. The group still booked a net loss of ¥587mn, because tax expense reached ¥9.145bn. The filing ties this to the October merger, after which part of a predecessor's tax loss carryforwards was not carried over.
The balance sheet is the larger test. Borrowings were ¥188.44bn at the end of September, 45% of total assets, and mostly floating-rate. The loans carry covenants and are secured on group assets. Goodwill of ¥225.29bn and other intangibles of ¥158.04bn make up 91% of consolidated assets. The filing says no impairment signs were seen at that date. Under the loan terms, if the exchange approves the listing, security over subsidiary shares and trademarks is released once the company gives notice.