LAAA Investment (an SPC of Petrico Partners PE)’s Acquisition of Kakao Games

Lee & Ko advised Petrico Partners PE on the acquisition, through LAAA Investment (“SPC”), of a controlling stake in Kakao Games, a KOSDAQ-listed company, leading the transaction from the execution of the share purchase agreement, new share subscription agreement, and convertible bond subscription agreement on March 24, 2026, through to closing on June 19, 2026. The transaction consisted of (i) the SPC's purchase of 18,107,732 existing shares of Kakao Games from Kakao, the seller, for approximately KRW 248 billion, (ii) the SPC's subscription for 17,458,354 new shares issued by Kakao Games through a third-party allotment for approximately KRW 240 billion, and (iii) the SPC's subscription for approximately KRW 60 billion in unregistered, unsecured, privately placed convertible bonds issued by Kakao Games. Following closing, the SPC became the largest shareholder of Kakao Games, holding approximately 33.43%, with Kakao remaining as the second-largest shareholder, holding approximately 14.68%.

The transaction involved the acquisition of Kakao Games, a KOSDAQ-listed company, through an SPC jointly invested in with a strategic investor, requiring prompt coordination with the strategic investor on investment terms. The deal was also highly complex in structure, combining the subscription of new shares and convertible bonds issued by a listed company, which required careful review of the related legal issues and their reflection in both the transaction structure and the transaction documents.

Lee & Ko represented the SPC as buyer and successfully carried out a wide range of work across the transaction, including legal due diligence, drafting, review, revision, and negotiation support for the share purchase agreement, new share subscription agreement, convertible bond subscription agreement, and the acquisition financing loan and security agreements, negotiation of terms relating to W&I insurance, business combination filings, and coordination with the exchange on disclosure matters relating to the listed company.