본문
Yoon & Yang Advises UAMCO in the Acquisition of STX Offshore & Shipbuilding
- Recent Matters
- 2021.07.26
Yoon & Yang successfully advised United Asset Management Company (“UAMCO”) on its acquisition of STX Offshore & Shipbuilding (“STX”), a major Korean shipbuilding company, through a PEF and SPC (K-SunShine Holdings LLC.). The acquisition received considerable public attention because STX had completed its workout process after a long period of management by creditor banks.
In this transaction, the UAMCO-KH Investment (“KHI”) Consortium obtained management rights over STX by acquiring KRW 250 billion worth of new shares, convertible bonds and corporate bonds issued by STX, while creditor financial institutions, including the Korea Development Bank, obtained newly issued STX shares for KRW 407 billion in the form of debt-equity swap.
Yoon & Yang advised UAMCO on all aspects of the transaction, including deal structure, legal due diligence, establishment of the PEF and SPC, negotiations, acquisition financing, business combination reporting, and drafting of related contracts such as the investment agreement, share subscription agreement, and convertible bonds acquisition agreement. In particular, Yoon & Yang not only navigated a variety of legal issues but also provided practical solutions such as reconciling the interests of numerous creditor financial institutions and joint investors, as well as restructuring debt among such parties.
This transaction bears significance in that STX, which was in the process of conducting joint administrative proceedings pursuant to its autonomous agreement with creditors in 2018 after completing rehabilitation proceedings in 2017, was able to conclude the joint administrative proceedings and achieve business normalization as a result of UAMCO-KHI Consortium’s investment through a stalking-horse bid.
In this transaction, the UAMCO-KH Investment (“KHI”) Consortium obtained management rights over STX by acquiring KRW 250 billion worth of new shares, convertible bonds and corporate bonds issued by STX, while creditor financial institutions, including the Korea Development Bank, obtained newly issued STX shares for KRW 407 billion in the form of debt-equity swap.
Yoon & Yang advised UAMCO on all aspects of the transaction, including deal structure, legal due diligence, establishment of the PEF and SPC, negotiations, acquisition financing, business combination reporting, and drafting of related contracts such as the investment agreement, share subscription agreement, and convertible bonds acquisition agreement. In particular, Yoon & Yang not only navigated a variety of legal issues but also provided practical solutions such as reconciling the interests of numerous creditor financial institutions and joint investors, as well as restructuring debt among such parties.
This transaction bears significance in that STX, which was in the process of conducting joint administrative proceedings pursuant to its autonomous agreement with creditors in 2018 after completing rehabilitation proceedings in 2017, was able to conclude the joint administrative proceedings and achieve business normalization as a result of UAMCO-KHI Consortium’s investment through a stalking-horse bid.
