최근소식

Lee & Ko advised on the spin-off of the business division of SK Broadband Co., Ltd. engaged in the provision of data center services (including CDN services) and international leased line services based on its self-owned submarine cables (with total assets of approximately KRW 2.06 trillion), through which SK Horizon Co., Ltd. (tentative name) will be established.

The Transaction was undertaken to spin off the data center-related business division of SK Broadband Co., Ltd., thereby securing its independence from the other businesses operated by SK Broadband Co., Ltd., and to enhance corporate value by facilitating focused investment in core businesses and increasing sustainable growth potential through the specialization of each business division.

Lee & Ko advised SK Broadband Co., Ltd. throughout the entire process, from the review of the spin-off timeline and transaction structure to the preparation of the spin-off plan and other relevant documents, the resolutions of the board of directors and the general meeting of shareholders, and the transfer of relevant licenses and permits. Over the course of the engagement, Lee & Ko identified and analyzed the various legal issues involved and proposed effective solutions, and has been recognized for its successful advisory role in the Transaction.
 

Lee & Ko advised SK Telecom Co., Ltd. on the sale of 24,481,427 existing shares of its subsidiary, SK Horizon Co., Ltd. (tentative name), to KKR and the IMM Investment-Stonebridge Capital consortium for approximately KRW 1.88 trillion, as well as the additional investment of approximately KRW 1.2 trillion by the Purchasers through a subsequent issuance of new shares by SK Horizon Co., Ltd.

The Transaction was undertaken to secure funding for the business growth of SK Horizon Co., Ltd., a company to be established through the spin-off of the business division of SK Broadband Co., Ltd. engaged in the provision of data center services (including CDN services) and international leased line services based on its self-owned submarine cables, thereby enhancing its corporate value. As a transaction in the AI data center sector, one of the most rapidly growing areas of the digital infrastructure market and given its substantial deal size and future growth potential, the Transaction attracted significant market attention.

Lee & Ko provided comprehensive legal advice to SK Telecom Co., Ltd. throughout the entire process, from the review of the optimal transaction structure to the review of various licensing and regulatory matters and consultations with the relevant authorities, responding to the Purchasers’ due diligence, the review of the optimal transaction timeline for the implementation of the complex transaction structure, and the drafting, negotiation and execution of the relevant agreements. In particular, the Transaction involved a complex structure, including the execution of two separate share purchase agreements with the respective Purchasers, the contemplated issuance of additional new shares by SK Horizon Co., Ltd. to the Purchasers, and the execution of a tripartite shareholders’ agreement. Lee & Ko appropriately analyzed the various legal issues arising in the review and implementation of the transaction structure and proposed effective solutions, thereby contributing to the successful execution of the Transaction.
 

Lee & Ko successfully obtained a landmark regulatory interpretation confirming, for the first time, that the offshore issuance of security tokens referencing Korean financial investment products, as well as the related sale of such Korean financial investment products, is not subject to the Act on Electronic Registration of Stocks and Bonds (“Electronic Securities Act”).

The matter concerned a structure under which an offshore institutional investor would acquire Korean won-denominated money market funds (“MMFs”) issued and sold by a Korean financial investment business entity through an offshore fund, which would in turn issue security tokens referencing such MMFs outside Korea and offer them to offshore investors. The principal regulatory issue was whether the offshore issuance of security tokens referencing Korean financial investment products, and the related sale of the underlying Korean financial investment products, could be implemented irrespective of the entry into force of the amended Electronic Securities Act.

The Korean financial authorities concluded that the issuance of the offshore security tokens is not subject to the Electronic Securities Act, given that the issuance takes place outside Korea and cannot be regarded as producing legal effects in Korea. The authorities further confirmed that, even where a Korean financial investment business entity sells financial investment products to an offshore institutional investor with knowledge of the contemplated offshore issuance structure, such sale would not, in itself, be considered a violation of the Electronic Securities Act (Financial Services Commission Regulatory Interpretation, Reference No. 260142).

Lee & Ko provided comprehensive regulatory advice throughout the entire process, including the initial structuring of the proposed arrangement, analysis of the relevant legal and regulatory issues, and preparation and submission of the request for regulatory interpretation to the financial authorities. Through this engagement, Lee & Ko obtained regulatory confirmation that the proposed structure falls outside the scope of the Electronic Securities Act, thereby resolving a significant area of regulatory uncertainty. The interpretation is also significant in that it provides regulatory guidance for assessing offshore security token issuance structures involving Korean financial investment products as underlying assets.
 

Lee&Ko successfully advised the mandated lead arrangers and the lender consortium in connection with an acquisition financing transaction pursuant to which a special purpose vehicle established by The Carlyle Group, a global private equity fund (PEF), acquired equity interests in Chung Ho Nais Co., Ltd. and its affiliates, Microfilter Co., Ltd. and MCM Co., Ltd. Under the acquisition financing, Hana Bank, Samsung Securities, Korea Investment & Securities, and Woori Bank acted as mandated lead arrangers and provided loans of up to KRW 803 billion to the borrower for financing (among others) the acquisition consideration.

The transaction incorporated a number of distinctive features from a structuring standpoint, including the facts that the acquisition involved three separate target companies and that a tiered security structure was devised whereby the secured lenders under the acquisition financing were granted first priority security interests followed by the sellers who were granted second priority security interests over the same collateral to secure certain deferred payments under the share purchase agreement. The latter gave rise to a need to clearly document the ranking of security interests and the manner in which any proceeds of enforcement were to be distributed among the secured parties and otherwise required a detailed consideration of the respective rights and obligations of the secured parties extending beyond the financing parties. Accordingly, a sophisticated legal structure was devised which integrated elements of the acquisition agreement, the facility agreement and the security documents in order to protect the lenders’ interests in their capacity as secured lenders while simultaneously ensuring the smooth execution of the transaction as a whole. Furthermore, given that the transaction was a cross-border transaction sponsored by a global private equity fund, it was also critical to coordinate and align the respective interests of the various domestic and international parties involved in the transaction resulting in a relatively complex negotiation process.

From the structuring stage of the transaction through to financial close, Lee&Ko provided comprehensive legal advice and assistance to the mandated lead arrangers and the consortium of lenders including (without limitation) preparation of various financing agreements and related documents, conducting negotiations with the sponsor and their counsel, and preparation and review of closing deliverables. Drawing on its unparalleled experience and expertise built on many years of having advised on numerous cross-border acquisition financings, Lee&Ko devised and executed on an optimal financing structure that balanced the secured lenders’ needs with the sponsor's bespoke requirements; and successfully supported the timely closing of the transaction despite the tight and rapidly evolving transaction timetable.

Lee & Ko successfully proposed an amendment to the 200% debt-to-equity ratio requirement among the virtual asset service provider (VASP) registration requirements to the Financial Intelligence Unit(KoFIU) on behalf of a client—a prepaid business entity preparing for registration as a virtual asset service provider(VASP)—and the amendment reflecting our proposal has been finalized.

The matter began when Lee & Ko, while assisting the prepaid business entity client with its VASP registration, reviewed a proposed amendment that would strengthen financial requirements for VASP registration. Under the proposed amendment, an applicant for VASP registration was required to maintain a debt-to-equity ratio of no more than 200%. For prepaid business entities, however, prepaid recharge funds are recorded as liabilities, making it structurally very difficult to satisfy the 200% requirement and effectively barring a significant number of prepaid business entities from entering the virtual asset business.

Accordingly, Lee & Ko prepared and submitted a proposal to KoFIU, arguing that: prepaid recharge funds are fully safeguarded in external deposits under the Electronic Financial Transactions Act, are safely managed, and their full repayment to users is guaranteed, making the recognition of their entire amount as liabilities unreasonable; under the then-current proposed amendment, investor deposits held for the purpose of purchasing virtual assets—similar in nature to prepaid recharge funds—had been excluded from liabilities; even in the registration of electronic financial businesses, prepaid recharge funds are not recognized as liabilities; and the virtual asset and electronic financial businesses are both expanding into payment and settlement services, so cross-licensing between the two sectors is expected to become increasingly active. This work required expertise and capabilities spanning not only the virtual asset business but the electronic financial industry as a whole.

This project exemplifies Lee & Ko's accumulated experience in electronic financial services, virtual assets, and regulatory reform proposals. It is also a deeply meaningful case for both sectors, as it led to the reasonable improvement of a regulation that could have become the single greatest barrier to prepaid business entities’ entry into the virtual asset business.

Lee & Ko advised TPG, a global private equity firm, on its acquisition of a controlling stake in Lotte Rental Co., Ltd. Valued at approximately KRW 1.31 trillion, the transaction was one of the most prominent private equity deals in Korea's M&A market in 2026 and involved a range of complex legal and regulatory issues, including merger control, capital markets regulation and acquisition financing.

Lee & Ko provided comprehensive legal counsel across all aspects of the transaction, including legal due diligence, transaction structuring, review of the share purchase agreement and disclosure documents, acquisition financing, merger control filings, warranty and indemnity (W&I) insurance and the establishment of a special purpose vehicle. By closely analyzing the Korean regulatory issues arising from the acquisition of a listed company and proposing practical solutions, Lee & Ko contributed to the successful signing of the transaction.
 

the operator of the global milk tea brand Gong cha, from TA Associates and minority shareholders. The transaction is valued at approximately US$635 million (approximately KRW 900 billion) and is expected to close in the fourth quarter of 2026.

The transaction has attracted significant market attention as a cross-border secondary deal involving a global franchise group with roots in Korea and Taiwan and more than 2,000 stores across over 30 markets worldwide. As Korean legal counsel to Bain Capital, Lee & Ko conducted comprehensive legal due diligence on Gong cha Korea, closely reviewing and analyzing key risks under Korean law, including franchising, employment and regulatory matters, thereby helping mitigate execution risk across the global transaction. In particular, during negotiations of the share purchase agreement, Lee & Ko played a key role in calibrating the contractual terms by advising on significant issues, including potential refund obligations relating to franchise margins. Lee & Ko will continue to advise through closing and support the successful completion of the transaction.
 

In July 2026, Lee & Ko advised NAVER Corporation in connection with a US$1 billion strategic equity investment from NVIDIA Corporation, a global leader in AI and GPU technology. The transaction attracted significant market attention as an investment by NVIDIA in a Korean company. It was structured as a third-party allotment of new shares, pursuant to which NVIDIA subscribed for 7,241,564 new common shares of NAVER at an issue price of KRW 204,500 per share.

Lee & Ko advised NAVER on all aspects of the transaction. Its work included negotiating and reviewing the principal transaction documents, including the share subscription agreement; advising on the board resolutions and related disclosures required for the third-party allotment and cancellation of treasury shares; and assisting with the procedures for execution of the transaction documents. Lee & Ko played a key role in the successful completion of the transaction.
 

Lee & Ko represented founder and Chairman Jin Ho Ko and his related parties in the sale of a 100% equity interest in Futronic to Blackstone, a global private equity firm. Futronic manufactures automotive electronic and information and communications technology products, including high-precision actuators. The transaction was one of the notable private equity deals in Korea’s automotive parts and electronics sector in 2026. In connection with Blackstone’s acquisition of Futronic, a corporate restructuring was implemented under which Futronic sold its entire 28.91% stake in KOSDAQ-listed Smotronic to Autronic, a company controlled by Chairman Koh and the sellers. Following completion of the merger control process, the two transactions will be closed concurrently in or around September 2026.

The transaction required careful alignment of complex stakeholder interests and sophisticated structuring because it contemplated an ongoing partnership between the selling shareholders and Blackstone. Chairman Ko would remain CEO of Futronic and be involved in the management of Futronic after closing. Lee & Ko represented the sellers and provided comprehensive legal counsel, including legal due diligence relating to Futronic and the drafting and negotiation of the share purchase agreement, shareholders agreement, CEO appointment agreement and various ancillary agreements. In parallel, Lee & Ko advised Autronic on the sale and purchase of the Smotronic stake, including review of the share purchase agreement, disclosure-related advice and the required board and shareholder approval procedures. By carefully coordinating the intentions and interests of multiple stakeholders within a tight timeframe and reflecting them in the transaction structure and related agreements, Lee & Ko played a central role in bringing successful progress of the transaction.