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We all know the old fable of "The Scorpion and the Frog."

Quick recap: A scorpion asks a frog for a ride across a river, the frog hesitates because it's dealing with a scorpion, the scorpion makes promises, a deal is struck, then the scorpion stabs the frog midstream and as they drown, the frog asks "But why, bro?" and the scorpion is all "Cuz I'm a fucking scorpion."

Or if you'd like a different telling, try this:

Goldman Sachs Group Inc. put its own interests ahead of that of a corporate client in advising on a wholesale-food company acquisition last year, a new lawsuit alleges.

The suit, filed by United Natural Foods Inc., accuses Goldman of improperly extracting more than $200 million in advising the Providence, R.I., food distributor on its $3 billion acquisition of grocery chain Supervalu Inc.

Well, to be fair, in this version the scorpion survives.

At issue is a roughly $2 billion financing loan Goldman arranged for United Natural Foods on the deal. The company alleges that Goldman arranged the financing in a way that hurt United Natural Foods but benefited the financial firm and its hedge-fund clients that had placed bets in the credit-default swap market against Supervalu. The company also accuses Goldman of taking advantage of the deal’s provisions to extract more money from United Natural Foods.

Ok, the scorpion thrives...

The suit against Goldman also alleges that the firm used its control over the financing to extract more money from United Natural Foods. A person familiar with Goldman’s thinking said that structuring the financing as it did was necessary to get lenders’ participation. Under the financing provisions, Goldman could hike the loan’s interest rate by 1.25 percentage points to make it more attractive to investors.

Another provision allowed Goldman to claim an additional $40.5 million from United Natural Foods if it didn’t have a full 15 days to fund the loan and was unsuccessful in raising the money.

But at the heart of this lawsuit is a complaint that we can't help but read as "your honor, we were just trying to give a mutually advantageous ride to this scorpion..."

In the suit, United Natural Foods alleged that Goldman “consolidated its command over all aspects of the transaction, enabling it to ensure its own profits to the detriment” of United Natural Foods and its shareholders.

United Natural Foods expected Goldman “to provide ethical counsel and unbiased support“ of the deal, said Mr. Spinner, “not leverage their positions to pursue larger profits for themselves and other clients at our expense and ongoing damage.”

BRB, we're off to sue Wells Fargo for being a little cagey about how many savings accounts we have.

Goldman Feasts at Expense of Food-Company Client, Suit Claims [WSJ]


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