Recent Developments

Lee & Ko acted as Korean legal counsel to the joint lead managers in connection with Hanwha Life Insurance’s successful issuance of USD 1 billion hybrid capital securities in the international markets on June 24, 2025.

Despite heightened uncertainty in global financial markets due to the ongoing conflict in the Middle East, the offering was met with strong investor demand, attracting orders in excess of USD 8.8 billion—more than eight times the issuance amount—underscoring the deal’s success.

The securities were structured as 30-year notes callable after 5 years and were priced at an annual coupon of 6.3%. The transaction enabled Hanwha Life to strengthen its capital adequacy position under the Korean Insurance Capital Standard (K-ICS).

Lee & Ko provided a full range of legal support throughout the transaction, including review of the underwriting agreement, bond terms, and offering circular to ensure compliance with K-ICS requirements. Notably, following the circulation of the offering circular but just ahead of pricing, a revision to the Korean Insurance Supervisory Regulation lowered the recommended K-ICS threshold applicable to early redemption of subordinated bonds. Lee & Ko promptly coordinated with the underwriters and international counsel to issue a supplemental investor disclosure, ensuring the delivery of accurate information to investors and facilitating a successful issuance.

In addition to this transaction, Lee & Ko has advised on a number of major offshore bond offerings in the first half of 2025 by leading Korean issuers such as LG Chem, Korea National Oil Corporation, Korea Ocean Business Corporation, KB Kookmin Bank, KT&G, LG Energy Solution, Mirae Asset Securities, Industrial Bank of Korea, Hana Securities, and Hyundai Capital—further demonstrating its deep expertise and leading role in Korea’s capital markets practice.
 

Lee & Ko advised on the issuance of USD 1 billion by the Ministry of Strategy and Finance of foreign exchange stabilization bonds (FESB) in the U.S. in July 2024 and AUD 450 million of FESB in the Australia in December 2024.

As the interest rate of FESB is used as a benchmark for domestic companies and financial institutions in offshore bond issuance, the issuance of FESB is very important in the capital market. In particular, the issuance of USD 1 billion FESB was significant in that achieved it received the lowest mark-up rate in history, and that the Korean government established the status of a regular bond issuer by issuing dollar-denominated bonds after three years. 

In addition, the AUD 4.5 billion FESB is the first FESB ever issued in Australian Dollars and is seen as a diversification of the Korean government's funding sources. The stable subscription and issuance of the bond, despite the declaration of martial law shortly after the pricing, is particularly significant. Lee & Ko’s experts contributed to the success of the transaction by providing accurate and prompt advice in a volatile market. 

In addition to this transaction, Lee & Ko has advised a number of other large-scale bond issuances in the second half of 2024 alone, including Shinhan Card's AUD 300 million offshore bond, Kookmin Bank's EUR 500 million covered bond, Korea National Oil Corporation's USD 1.2 billion offshore bond, and Korea Gas Corporation's USD 500 million offshore bond.

Lee & Ko provided legal advice on a transaction in which SK On Co., Ltd. issued new shares worth approximately KRW 1 trillion to financial investors (FIs), including Korea Investment & Securities, Shinhan Bank, Shinhan Securities, and KB Securities. This transaction was completed through a share price return swap (PRS) concluded between the FI investors and SK On’s largest shareholder, SK Innovation Co., Ltd., regarding the newly issued shares acquired by the FI investors.

This transaction drew significant market attention due to several factors: ① the issuance of new shares and the related derivative transaction based on the new shares were interconnected, ② major domestic financial institutions participated as investors, and ③ the scale of the new share issuance by SK On, amounting to approximately KRW 1 trillion, made it one of the largest deals in terms of new investment attraction. The transaction was considered pivotal for SK On, as it enabled the company to secure substantial capital, laying a foundation for the continuous growth of its battery business.

Lee & Ko provided advice throughout the entire process, from reviewing the transaction structure to negotiating and executing the relevant contracts. Despite the complexity of the transaction, which involved various issues under the Commercial Act and the Capital Markets Act, as well as negotiations with multiple FIs, the firm successfully provided timely advice that ensured the swift and efficient completion of the transaction.

Lee & Ko advised LG Electronics on the issuance of overseas bonds in the amount of US$800 million. 

By way of this transaction, LG Electronics is back on track after a gap of 17 years and solidified its position in the Korean Paper market. The bonds were issued in three-year and five-year fixed rate bonds respectively divided into US$500 million and US$300 million, with the five-year bonds issued in the form of a sustainability bond.

LG Electronics, breaking surface in the issuer market after a long pause, was well received by global investors in Asia, the U.S., and Europe, leading to the additional interest rate (spread) being set at the rate that is approximately 40bp lower than the initial price guide (IPG). The managers involved, amongst others, were BNP Paribas, Citigroup, HSBC, JP Morgan, Korea Development Bank, and Standard Chartered Bank.

In this transaction, Lee & Ko provided LG Electronics with a comprehensive and in-depth advice on and around the overall issuance on the basis of its review of applicable laws and regulations related to issuance, relevant contracts and offering circular, and government approvals and licenses. Thanks to its expertise accumulated through many years of experience, Lee & Ko provided advice swiftly and accurately and significantly contributed to the seamless and successful closing of the transaction.

In addition to the issuance of LG Electronics’ overseas bonds, Lee & Ko has been widely recognized for its proven expertise by taking part in the mainstream transactions in the Debt Capital Market area, including but not limited to the transactions involving the issuance of overseas bonds in the amount of US$600 million for Mirae Asset Securities, US$1 billion for Hyundai Capital, US$1.4 billion for Korea National Oil Corporation, US$600 million for Korea Ocean Business Corporation, US$600 million for KB Kookmin Bank, and US$500 million for Korea Expressway Corporation in the first half of 2024.

On June 20, 2023, CJ CGV held a board of directors meeting and resolved a paid-in capital increase worth KRW 570 billion through a public offering of forfeited shares after a rights offering. CJ Corporation, which is the largest shareholder of CJ CGV, plans to participate in the rights offering (approximately KRW 60 billion worth of shares), and lead managers, which are Korea Investment & Securities, Samsung Securities and Shinhan Securities, plan to acquire the remaining shares after the public offering. In addition to the above, CJ CGV will allocate approximately KRW 450 billion worth of shares to CJ Corporation, and CJ Corporation will make an in-kind contribution of the 100% stake in CJ OliveNetworks.

Through this project, CJ CGV, by using a significant portion of the proceeds derived from the fundraising (KRW 380 billion) for the repayment of debt, will not only improve the debt-to-equity ratio from 912% to 297.7%, but will also improve the total equity to a significant degree, from KRW 356.6 billion to KRW 1146.6 billion. The capital increase will be completed by payment being made around September 14 and the issuance of new shares around September 27. Lee & Ko provided detailed advice on various complex issues arising from the simultaneous capital increase through public offering after a rights offering and a capital increase through third-party allotment by in-kind contribution.

Lee & Ko advised POSCO on its issuance of global bonds worth $2 billion, which is the largest amount ever issued by POSCO. This global bond was issued as a multi-tranche, fixed-rate bond, with a three-year maturity tranche of $700 million, a five-year maturity tranche of $1 billion, and a 10-year maturity tranche of $300 million. This transaction was the first dollar-denominated, publicly issued bonds issued by a Korean company shortly after the Federal Reserve System announced a 50 basis point interest rate hike. Despite the volatile financial market, POSCO was able to successfully issue this global bond at a favorable spread, and has reaffirmed its excellent creditworthiness among global investors and market experts.

For this transaction, Lee & Ko advised POSCO on various matters in relation to the issuance of the bonds, including advising on applicable Korean laws and regulations, reviewing agreements and offering circular, and reviewing government permits and authorizations. As large-scale bond issuances similar to this transaction are carried out in accordance with the investment demands of global investors, prompt and timely fulfillment of relevant needs is of utmost importance. Lee & Ko successfully led the transaction by providing accurate and efficient advice based on Lee & Ko’s profound experience and extensive knowledge in the matter.

In addition to the above transaction, Lee & Ko continues to demonstrate its expertise in financing transactions, which have become increasingly important in today’s rapidly changing market conditions, by advising on a number of significant deals during the first half of 2023, including a $1 billion bond issuance by Korea National Oil Corporation, a $500 million bond issuance by Kookmin Bank, a $500 million overseas bond issuance by L&F, a first-ever $300 million bond issuance by Korea Ocean Business Corporation, a $900 million bond issuance by SK On guaranteed by Kookmin Bank, a EUR 75 million bond issuance by Korea Development Bank, and a $300 million bond issuance by SK Broadband.

Lee and Ko advised The Korea Development Bank (“KDB”) in its issuance of approximately USD 2 billion global bonds. 

This global bond was issued as a multi-tranche, fixed-rate bond, with 3-year maturity tranche of USD 1 billion, 5-year maturity tranche of EUR 500 million and 10-year maturity tranche of USD 450 million. Despite the volatility in the financial market at the time of the issuance of the bond caused by the prospect of the U.S. interest rate hike, KDB was able to successfully raise the funds and has reaffirmed global investors’ strong interest and confidence in South Korean bonds.

For this transaction, Lee & Ko advised KDB on various matters in relation to the issuance, including advising on applicable laws and regulations, reviewing agreements and offering circular, and reviewing government permits and authorizations. As large-scale bond issuances similar to this transaction are carried out in accordance with the investment demands of global investors, prompt and timely fulfillment of relevant needs is of utmost importance. Lee & Ko successfully led the transaction by providing accurate and prompt advice to the parties of the transaction based on Lee & Ko’s profound experience and extensive knowledge in the matter.

Lee & Ko is recognized for its expertise in transactions in debt capital market, which are becoming increasingly important during the current market volatility. In addition to the aforementioned transaction, Lee & Ko advised other notable transactions including POSCO’s issuance of USD 700 million bonds, Lotte Property & Development’s issuance of USD 300 million bonds, and Korea Hydro & Nuclear Power Co., Ltd’s issuance of USD 700 million bonds in the second half of 2022.

Je Won Lee, Kyung Gyoon Park, Beum Rae Kim, Woo Young Choi, Hana Choi, Seonghwan Ju, Kyung Won Han, Chang U Jeong, Sua Jeong

Lee & Ko advised on the transaction of STIC MUSE Limited (“STIC MUSE”), an investment purpose company established through a PEF by STIC Investments, Inc. (“STIC”), in its investment in Musiccow, Inc. (the “Target Company” or “Musiccow”). The Target Company operates a music copyright (copyright fee participation claim) investment platform. The transaction was executed by an acquisition of convertible bonds with a face value of KRW 100 billion that was issued by Musiccow.
As the transaction involved a company that operates a platform that allows ordinary investors to invest in profits generated from copyrights, there were various legal issues associated with the transaction. In particular, a key legal issue centered on whether the right to participate in the proceeds from copyrights is considered securities under the Financial Investment Services and Capital Markets Act of Korea.
While advising STIC in several legal matters, Lee & Ko analyzed the potential risks associated with the purchase of the Target Company and proposed alternatives to cure them; moreover, the Target Company is currently improving its protection of the participants in its operation according to Lee & Ko’s advice.
Financial supervisory authorities are paying close attention to fractional investments, as fractional investing in various types of assets (including real properties) is gaining keen public interest. Thus, amid such public attention, this Transaction was an exemplary case that demonstrated the expertise of Lee & Ko’s private equity team, which successfully led to the investment in the leading player in the fractional investment platform.