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Lee & Ko have successfully advised NH Investment & Securities Co., Ltd. and the syndicate of lenders in respect of a KRW 500,000,000,000 bridge financing and a KRW 325,000,000,000 acquisition financing in connection with the acquisition of a controlling stake in the share capital of Jeisys Medical Inc. (“Target”) by Archimed (a private equity firm based in France) acting through its special purpose vehicle Syracuse SubCo.

The acquisition of the Target involved a sale and purchase transaction in respect of existing shares in the Target with the largest shareholder as well as a tender offer for shares in the Target. In particular, a complex transaction structure was contemplated whereby an overseas private equity firm is to establish a number of special purpose vehicles at different layers; utilize the Korean special purpose vehicle to undertake the acquisition; and, following the acquisition, consummate a de-listing of the Target and a merger of the special purpose vehicles with the Target. This in turn called for robust and tailored legal analyses in order to bolster lender protections as well as seamless communications with the obligor group all of which Lee & Ko delivered.

Lee & Ko provided all-encompassing legal advice and legal assistance from the initial transaction structuring stage to completion including, without limitation, preparation of finance documents, negotiation of material terms with the borrower and review of closing documentation. Furthermore, Lee & Ko delivered thorough and efficient legal advice on issues arising out of a corporate acquisition effected by way of a tender offer. Based on its depth of expertise and experience, Lee & Ko facilitated a successful closing by assisting with selection of an optimal structure and by bridging gaps between principals in the face of risks and challenges posed by a multi-layer holding structure and changes in circumstances before and after the tender offer.
 

In connection with the acquisition of Ecorbit by IMM consortium from Taeyoung Group and Kohlberg Kravis Roberts (KKR), Lee & Ko acted as counsel to the lead arrangers Kiwoom Securities, NH Investment & Securities and Nonghyup Bank. Lee & Ko also advised and the lenders comprising of 40 domestic financial institutions in the same transaction which consisted of two parts: (i) a KRW 1,337.2 billion acquisition finance loan to the special purpose vehicles established by the IMM consortium which acted as buyers, and (ii) a KRW 370 billion loan to Ecorbit to repay the existing borrowings. Ecorbit is the foremost waste disposal company in Korea. 

The transaction, which was part of the workout process of Taeyoung Group, was one of the largest domestic M&A transactions in 2024 and attracted a lot of attention in the market. Lee & Ko provided extensive advice to the lenders from the bidding stage to the closing of the transaction, including drafting the loan agreements, negotiations with the lenders, and review of the loan closing documents, which were structured in two tranches: the first tranche consisting of an acquisition loan to the buyers and the second tranche loan to the target company to repay the existing loans. 

As the buyer in this case was established as two special purpose companies, Lee & Ko carefully analyzed the joint borrower structure and reflected it in the contract to ensure that the rights of the lenders were protected by the collateral agreed between the parties so as not to be different from a single borrower loan. In particular, Lee & Ko played a leading role in the negotiations, reconciling the sharply opposing commercial requirements of the parties and proposing appropriate alternatives, taking into account the special characteristics of the waste treatment industry, and promptly responding to the ever-changing transaction structure caused by various factors to support the successful closing of the transaction totaling KRW 1.7 trillion. 

Lee & Ko advised a group of lenders (with NH Investment & Securities acing as the mandated lead arranger) on one of the most notable acquisition financing deals in recent years, which involved MBK-UCK consortium acquiring a controlling stake in Osstem Implant Co., Ltd. (the largest dental manufacturer in Korea) through Dentistry Investment Co., Ltd. (a special purpose company set up by the consortium). The financing for this acquisition was structured to consist of (i) KRW1,700,000,000,000 bridge facility and (ii) KRW1,200,000,000,000 permanent facilities (KRW1,100,000,000,000 senior facility and KRW100,000,000,000 mezzanine facility). 

The acquisition aspect of the deal entailed two tender offers and a sale and purchase with the largest shareholder of the target company. The unprecedented size of the tender offers, especially amidst heated debates about whether or not Korea should adopt mandatory bid rules to ensure protection of general investors during M&A activities involving a listed company, was, in itself, enough to attract substantial market attention and scrutiny. 

Being a leading law firm in banking & finance, Lee & Ko’s team of lawyers took control of all legal, commercial and practical issues arising from the deal by, inter alia, providing its invaluable input and insight on structuring the financing aspect of the deal, negotiating key terms of financing, documenting the outcome of negotiations and arranging for the signing and closing, while also taking on the additional role of advising on tender offer processes to NH Investment & Securities. 

While working under time and other deal constraints was challenging, Lee & Ko’s team of lawyers have been successful in tapping into its abundant resources based on its unrivalled and time-tested legal expertise, experience and know-how in bringing this deal to a successful closing. Through this deal, Lee & Ko was able to demonstrate, once again, its exceptional capacity to tailor its advice and services to the specific, most ideal, deal structure for any given deal (including financing for the acquisition via tender offers), thereby highlighting its versatility and adaptability as legal advisor.

This transaction was led by Yeo Kyoon Yoon, Myoung Chul Kwak and Eui Yeon Jo, and assisted by Minsun Hwang.

Lee & Ko has successfully advised a syndicate of lenders including NH Investment & Securities Co., Ltd. (being both the original lender and the mandated lead arranger) on financing for acquisition of controlling equity interests in Hugel Inc. by Aphrodite Acquisition Holdings LLC (being an SPC set up by a consortium of investors consisting of CBC Group, Mubadala, GS and IMM). 

Lee & Ko’s team of lawyers advised the lenders on all stages of the transaction from the initial bidding until the post-closing syndication. Throughout the entirety of the transaction, their scope of legal advice included, without limitation, formulating a deal structure, reviewing and negotiating key terms and conditions, drafting and negotiation all transaction documentation (including the facilities agreements (for both senior and junior), the security documents, the intercreditors agreement and all other documents related or ancillary to the acquisition financing), providing timely input and analysis on key legal and regulatory issues, attending to all pre- and post-closing matters accompanying the acquisition financing and advising on post-closing syndication-related issues.  With decades of deal experiences and expertise in acquisition financing under their belt, Lee & Ko’s team of lawyers were able to respond quickly to the changes to the deal structures and the corresponding changes to the commercial terms and conditions, whilst streamlining the parties’ commercial and legal interests and also, reflecting the outcome of the long, drawn-out negotiations between the parties in the transaction documentation. Their ability to spot, analyze and provide most optimal solutions to, and their flexibility to maneuver through, some of the most complex issues pertaining to the transaction (including those relating to the requirements for a lock-up following a change to the largest shareholder and the obligations under foreign exchange-related laws and regulations) were demonstrated at many critical junctures of the transaction.

This transaction was led by Myoung Chul Kwak, Eui Yeon Jo and Jun Hee Choi, and assisted by Kyung Won Han.