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Johnson & Johnson Vs. Goldman & Goldman: Street Whispers

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In Goldman Sachs' (NYSE:GS) Tuesday downgrade of Johnson & Johnson (NYSE:JNJ) to 'Sell,' Wall Street watchers might want to chalk up a win for reform... and bankers' love of advisory fees.

The Goldman research arm's bearish outlook on J&J -- predicated on a misguided M&A strategy -- comes months after Goldman's investment bank helped seal the health care giant's largest-ever acquisition.

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On the face of it, there's nothing surprising about Goldman's downgrade of J&J. Sfter all, the company has significantly underperformed the Dow Jones U.S. Pharmaceuticals Index (INDEXDJX:DJUSPR) in the past year and it faces an onslaught of competition from the likes of Pfizer (NYSE:PFE) , Abbot Laboratories (NYSE:ABT), Covidien (NYSE:COV) and Baxter International (NYSE:BAX), who are in the process of spinning off non-pharma businesses, giving investors a choice of pure-play drug makers that may be positioned to be aggressors in coming quarters.

The real surprise is how arguments floated by Goldman's research analysts appear to undercut the bank's front and center role as an advisor to J&J on its $19.7 billion acquisition of medical device maker Synthes, the largest deal in the company's 126-year history. The downgrade is especially noteworthy given that Goldman's advisory work for J&J was also likely considered to be a capstone 2012 success in a relatively weak year for dealmakers.

In April 2011, Goldman was the sole advisor to the Synthes acquisition, initially a cash and stock deal that was forecast by management to be dilutive to J&J's earnings per share. However, in June of this year, Goldman and JPMorgan (NYSE:JPM) structured a complicated share swap where J&J could effectively use cash abroad instead of a secondary stock offering in the U.S. to finance the merger, magically turning what was a dilutive acquisition into an EPS accretive M&A overnight.

In fact, the deal, which exploited a loophole on how the Internal Revenue Service taxes foreign earnings, propelled the IRS to plug the hole shortly thereafter, according to a July 23 interview with tax expert Robert Willens. Talk about bankers adding value.

Give credit to Goldman for uncovering a stock swap that turned the Synthes acquisition from a $0.05 EPS drag on J&J's forecast 2013 earnings to a $0.15 benefit.

Other parts of the bank didn't seem to take notice, even if the swap radically changed perceptions on J&J's stock, giving Jefferies and JPMorgan analysts reason to upgrade their outlook on the company's shares.

In late May, as J&J was seeking European Commission antitrust approvals for its Synthes acquisition, Goldman Sachs research analyst Jami Rubin argued that the company's M&A ambition and its doubling down on a conglomerate corporate structure would backfire relative to the competition.

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