SK On’s issuance of new shares through a share price return swap

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.