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BKL advised Kakao and Korea Investment Holdings on the deal of changing the largest shareholder of Kakao Bank

BKL advised Kakao and Korea Investment Holdings on transaction involving a change in the largest shareholder of Kakao Bank from Korea Investment Holdings to Kakao.


Kakao securing the position as the largest shareholder of Kakao Bank is significant in that it is the first case in Korea where industrial capital has become the bank's largest shareholder under the "Act on Special Cases Concerning Establishment and Operation of Internet-Only Banks" (the "Internet Banking Act") which eased the principle of separating bank and industry for financial innovation through the collaboration of finance and ICT. As Kakao becomes the largest shareholder of Kakao Bank, it is expected that the collaboration between finance and ICT within Kakao Bank will be promoted, while various  full-fledged collaboration between Kakao Bank and Kakao affiliates will lead to improved synergy.


The BKL team advising on the transaction consisted of of attorneys Si Kyung YANG, Young Mo KIM, Jeong Rai CHO, Jae In LEE and Kyung Min KANG, and the team advised Kakao and Korea Investment Holdings and contributed to the successful completion of the deal, including providing advice on the transaction structure and overall process as well as obtaining approval of Kakao’s and Korea Investment Value Asset Management’s shareholding, which exceeded the normal thresholds permitted in Korea, from Financial Services Commission.


In particular, BKL provided the full spectrum of legal assistance, as it was the first case of approval of excessive holding under the Internet Banking Act and required finding the most suitable and appropriate model for changing the largest shareholder to the extent that it did not violate various financial regulations including the obligation to own stocks of subsidiaries under the Financial Holding Companies Act.

2019-12-17 Financial Services
BKL Advised LG Display on its issuance of US$687,800,000 1.5% Convertible Bonds due 2024

BKL advised LGD on its issuance of US$687,800,000 1.5% Convertible Bonds due 2024 (the “Bonds”) convertible into common shares of LGD. The Bonds were listed on the Singapore Exchange on August 23, 2019.


Due to the expectation of increasing LGD’s share price, the scarcity of issuance of convertible bonds in the Korean bonds market and its high brand recognition, LGD received a high level of interest in the Bonds from overseas institutional investors. In addition, the Bonds were rated as highly despite difficult domestic and overseas circumstances such as global economic slowdown, US interest rate hike, trade conflicts between the U.S. and China, and insecurity in emerging countries, reconfirming its strong credit-worthiness in the international market. 


Meanwhile, the offering of the Bonds were made to foreign investors pursuant to Regulation S, in relation to which Merrill Lynch International and Morgan Stanley & Co. International plc acted as joint lead managers.


BKL, acting as Korean legal counsel to LGD, provided overall Korean legal advice throughout the update of the issuance of the Bonds, including review of the offering circular, relevant agreements and other documents. The BKL team included partners Eui-Jong Chung, Seung-Il Hong as well as associates Hyun-Jung Kim and Jung-Won Hwang, a foreign legal advisor Heesug Chung. BKL contributed to successfully completing the transaction by addressing various legal issues in an efficient, proactive, and prompt manner.


BKL contributed to successfully completing of the transaction within a very limited timeframe by efficiently, proactively, effectively and promptly dealing with various legal issues.

2019-09-20 Capital Markets
BKL Advises KEB Hana Bank on its Strategic Investment in the State-owned Commercial Bank BIDV

BKL advised the Korean commercial bank KEB Hana Bank on its 1.02 trillion KRW purchase of a 15% stake (603,302,706 common shares) in the Joint Stock Commercial Bank for Investment and Development of Vietnam (“BIDV”). BIDV is one of the three largest state-owned banks in Vietnam, having its own stock brokerage, finance leasing, insurance and asset management limbs.

 

KEB Hana Bank, through this investment, hopes to firmly establish itself in the fast growing Vietnam market and is planning to provide high-quality financial services to Korean and Vietnamese companies based in Vietnam by collaborating with BIDV and its subsidiaries. In particular, KEB Hana Bank and BIDV aim to develop together by taking advantage of each other’s strengths in different areas - KEB Hana Bank utilizing BIDV’s network in Vietnam’s financial market as well as other local know-how while BIDV learning from KEB Hana Bank’s strengths in commercial and digital banking.

 

BKL’s South Asia team and Vietnam office provided comprehensive advice to KEB Hana Bank, from beginning to end, advising on the transaction structure, conducting legal due diligence, drafting and negotiating transaction documents and assisting with the approval process from the State Bank of Vietnam and the relevant authorities in Korea.


The BKL team was critical to the successful closing by advising on several different aspects of Vietnamese law and Korean law.

2019-08-01 Southeast Asia
BKL Advises Hana Alternative Asset Management on its Purchase of Sanctuary Building in London

BKL acted as Korean counsel for Hana Alternative Asset Management Co., Ltd. (“Hana”) on a project for the acquisition of an office building located in London, U.K., known as the Sanctuary Building. In Korea, the acquisition was structured as a master-feeder fund to cater for multiple professional investors, and offshore, through the use of a Jersey property unit trust (the “JPUT”) to minimize tax leakage.

 

Working closely with a U.K. law firm acting as the main counsel, as well as tax and financial advisers for tax effective structuring, BKL advised and assisted on all aspects of the transaction, making a significant contribution to the formulation and implementation of a tax efficient investment structure, the review and negotiation of key transaction documents, the resolution of due diligence issues and concerns, the formation of the JPUT and other entities required to give effect to the structure, as well as advising on all Korean legal and regulatory matters and issues affecting the transaction.


Notably, this project marks the first of many out-bound investments into Europe made by Korean investors in recent times, which was devised to deal with the various challenges presented by the recent U.K. tax reform (announced in 2017) aimed at broadening the U.K.’s tax base to include disposals of all forms of U.K. land made by non-residents including both direct disposals of U.K. land and indirect disposals of entities that predominantly derive their value from U.K. land. 


BKL team including Attorneys Hyeon KANG, Seung Il HONG, Hae In JIN, Jong Woo KIM (California, Washington D.C.) and Accountant Seung-Wan CHAE contributed significantly to the success of this project.

2019-03-08 Real Estate Investment Trusts (REITs)
BKL Advises Korea Hyundai Asset Management on its acquisition of former Lufthansa HQ in Cologne, Germany

BKL has provided comprehensive legal advice to Korean Hyundai Asset Management Co., Ltd. (“Hyundai”) on its acquisition of the former corporate headquarter of Lufthansa in Cologne-Deutz by way of a share deal. The seller is a real estate fund managed by M&G Real Estate.   


The property, with a rental area of around 20,400 square metres, is leased for 15 years to Bundesanstalt für Immobilienaufgaben, which in turn sublets it to Bundesamt für Familie und zivilgesellschaftliche Aufgaben.

 

The transaction not only demonstrates the sustained interest of South Korean investors in the German real estate market, but also their particular focus on large, single-tenant properties with top-tier tenants. 


Founded in 2008, Hyundai acted as asset manager for two South Korean investors clubs (the “K-Trusts”) led by Mirae Asset Daewoo and SK Securities. Pursuant to this transaction, BKL led this transaction as a whole, giving instructions to and coordinating with all relevant advisors for Hyundai and its counterpart, including the seller and the German acquisition SPCs and the target company’s existing or new lenders, as well as providing all Korean law advice and assistance for regulatory clearance for execution and closing of this transaction. 


The transaction involved extremely complex steps for pre-closing, closing and post-closing phases, primarily to minimize tax risks. BKL provided comprehensive, proactive and timely advice for the K-Trusts to finally acquire the property using this tax efficient but very complicated transaction structure. Attorneys Yoon Nam Lee, Dongwook Kang, Hojin Kim and Sejung Ahn led the BKL team.


2018-12-12 Corporate
BKL Advised DGB Financial Group on its acquisition of HI Investment & Securities

BKL advised DGB Financial Group on its acquisition of a controlling stake in HI Investment & Securities (the "Transaction") from Hyundai Mipo Dockyard, becoming its largest shareholder. HI Investment & Services is a Korean securities firm with 22 years of experience providing comprehensive asset management services. It had total assets of approximately KRW 6.5 trillion based on its consolidated financial statements as of June 30, 2018 and includes as its subsidiaries HI Asset Management, a securities firm and Hyundai Futures, a brokerage firm.


The Transaction is of strategic importance to DGB Financial, constituting an expansion of DGB Financial Group’s non-banking business and strengthening of its position as a large financial group covering an array of financial sectors. Following the Transaction, DGB Financial Group offers a comprehensive range of financial units: insurance, securities, capital, and asset management. The Transaction will also enable DGB Financial Group to diversify its business portfolio and access a broader client base, as HI Investment & Securities possesses a nationwide business network, including in the Yeongnam area where the business of DGB Financial Group was primarily focused. Leveraging synergistic opportunities among its affiliates, DGB Financial Group seeks to significantly strengthen its position as a comprehensive financial group.


BKL’s team played a key role to the successful closing of the Transaction, providing comprehensive legal advice on all aspects of the Transaction. BKL’s legal services included the performance of legal due diligence on HI Investment & Securities and its two subsidiaries (HI Asset Management and Hyundai Futures), negotiating and signing a memorandum of understanding (MOU) and share purchase agreement (SPA) and obtaining regulatory authorization from the Financial Services Commission. BKL’s team provided comprehensive legal services for DGB Financial Group during the regulatory authorization process and proposed and implemented effective solutions following a nuanced and thorough understanding and analysis of all relevant issues. Attorneys Sky Yang, Young Mo Kim, Mi Eun Roh, Chulhong Park, and Min Kyung Song led the BKL team.

2018-11-08 Mergers & Acquisitions
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