SK Airplus: RCPS Investment and Spin-off of M15 Business

Lee & Ko successfully advised SK Airplus in connection with its subscription agreement with BIF V Vino Aggregator LP (Brookfield Asset Management), entered into on September 2, 2025, for the issuance of RCPS totaling KRW 1.3 trillion alongside a spin-off of its industrial gas production facilities and carbon business division (M15 business). The transaction was designed to attract large-scale investment to improve the company's financial structure while driving operational efficiency and enterprise value through greater business specialization.

The concurrent execution of the RCPS issuance and spin-off required a sophisticated understanding of Korean corporate law to ensure that the transaction proceeded smoothly and in accordance with the parties' intentions. Lee & Ko played a central role throughout, advising on the full range of legal issues that arose and taking the lead in coordinating the execution of the numerous ancillary agreements involved.

From the outset, the firm provided hands-on advice across all aspects of the transaction, including review and negotiation of the subscription agreement and the ancillary agreements tied to the M15 spin-off. Lee & Ko's practical and efficient approach was instrumental in bringing the transaction to a successful close.