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BKL Advises KEB Hana Bank on its Strategic Investment in the State-owned Commercial Bank BIDV

BKL advised the Korean commercial bank KEB Hana Bank on its 1.02 trillion KRW purchase of a 15% stake (603,302,706 common shares) in the Joint Stock Commercial Bank for Investment and Development of Vietnam (“BIDV”). BIDV is one of the three largest state-owned banks in Vietnam, having its own stock brokerage, finance leasing, insurance and asset management limbs.


KEB Hana Bank, through this investment, hopes to firmly establish itself in the fast growing Vietnam market and is planning to provide high-quality financial services to Korean and Vietnamese companies based in Vietnam by collaborating with BIDV and its subsidiaries. In particular, KEB Hana Bank and BIDV aim to develop together by taking advantage of each other’s strengths in different areas - KEB Hana Bank utilizing BIDV’s network in Vietnam’s financial market as well as other local know-how while BIDV learning from KEB Hana Bank’s strengths in commercial and digital banking.


BKL’s South Asia team and Vietnam office provided comprehensive advice to KEB Hana Bank, from beginning to end, advising on the transaction structure, conducting legal due diligence, drafting and negotiating transaction documents and assisting with the approval process from the State Bank of Vietnam and the relevant authorities in Korea.

The BKL team was critical to the successful closing by advising on several different aspects of Vietnamese law and Korean law.

2019-08-01 Southeast Asia
BKL Advises Hana Alternative Asset Management on its Purchase of Sanctuary Building in London

BKL acted as Korean counsel for Hana Alternative Asset Management Co., Ltd. (“Hana”) on a project for the acquisition of an office building located in London, U.K., known as the Sanctuary Building. In Korea, the acquisition was structured as a master-feeder fund to cater for multiple professional investors, and offshore, through the use of a Jersey property unit trust (the “JPUT”) to minimize tax leakage.


Working closely with a U.K. law firm acting as the main counsel, as well as tax and financial advisers for tax effective structuring, BKL advised and assisted on all aspects of the transaction, making a significant contribution to the formulation and implementation of a tax efficient investment structure, the review and negotiation of key transaction documents, the resolution of due diligence issues and concerns, the formation of the JPUT and other entities required to give effect to the structure, as well as advising on all Korean legal and regulatory matters and issues affecting the transaction.

Notably, this project marks the first of many out-bound investments into Europe made by Korean investors in recent times, which was devised to deal with the various challenges presented by the recent U.K. tax reform (announced in 2017) aimed at broadening the U.K.’s tax base to include disposals of all forms of U.K. land made by non-residents including both direct disposals of U.K. land and indirect disposals of entities that predominantly derive their value from U.K. land. 

BKL team including Attorneys Hyeon KANG, Seung Il HONG, Hae In JIN, Jong Woo KIM (California, Washington D.C.) and Accountant Seung-Wan CHAE contributed significantly to the success of this project.

2019-03-08 Real Estate Investment Trusts (REITs)
BKL Advises Korea Hyundai Asset Management on its acquisition of former Lufthansa HQ in Cologne, Germany

BKL has provided comprehensive legal advice to Korean Hyundai Asset Management Co., Ltd. (“Hyundai”) on its acquisition of the former corporate headquarter of Lufthansa in Cologne-Deutz by way of a share deal. The seller is a real estate fund managed by M&G Real Estate.   

The property, with a rental area of around 20,400 square metres, is leased for 15 years to Bundesanstalt für Immobilienaufgaben, which in turn sublets it to Bundesamt für Familie und zivilgesellschaftliche Aufgaben.


The transaction not only demonstrates the sustained interest of South Korean investors in the German real estate market, but also their particular focus on large, single-tenant properties with top-tier tenants. 

Founded in 2008, Hyundai acted as asset manager for two South Korean investors clubs (the “K-Trusts”) led by Mirae Asset Daewoo and SK Securities. Pursuant to this transaction, BKL led this transaction as a whole, giving instructions to and coordinating with all relevant advisors for Hyundai and its counterpart, including the seller and the German acquisition SPCs and the target company’s existing or new lenders, as well as providing all Korean law advice and assistance for regulatory clearance for execution and closing of this transaction. 

The transaction involved extremely complex steps for pre-closing, closing and post-closing phases, primarily to minimize tax risks. BKL provided comprehensive, proactive and timely advice for the K-Trusts to finally acquire the property using this tax efficient but very complicated transaction structure. Attorneys Yoon Nam Lee, Dongwook Kang, Hojin Kim and Sejung Ahn led the BKL team.

2018-12-12 Corporate
BKL Advised DGB Financial Group on its acquisition of HI Investment & Securities

BKL advised DGB Financial Group on its acquisition of a controlling stake in HI Investment & Securities (the "Transaction") from Hyundai Mipo Dockyard, becoming its largest shareholder. HI Investment & Services is a Korean securities firm with 22 years of experience providing comprehensive asset management services. It had total assets of approximately KRW 6.5 trillion based on its consolidated financial statements as of June 30, 2018 and includes as its subsidiaries HI Asset Management, a securities firm and Hyundai Futures, a brokerage firm.

The Transaction is of strategic importance to DGB Financial, constituting an expansion of DGB Financial Group’s non-banking business and strengthening of its position as a large financial group covering an array of financial sectors. Following the Transaction, DGB Financial Group offers a comprehensive range of financial units: insurance, securities, capital, and asset management. The Transaction will also enable DGB Financial Group to diversify its business portfolio and access a broader client base, as HI Investment & Securities possesses a nationwide business network, including in the Yeongnam area where the business of DGB Financial Group was primarily focused. Leveraging synergistic opportunities among its affiliates, DGB Financial Group seeks to significantly strengthen its position as a comprehensive financial group.

BKL’s team played a key role to the successful closing of the Transaction, providing comprehensive legal advice on all aspects of the Transaction. BKL’s legal services included the performance of legal due diligence on HI Investment & Securities and its two subsidiaries (HI Asset Management and Hyundai Futures), negotiating and signing a memorandum of understanding (MOU) and share purchase agreement (SPA) and obtaining regulatory authorization from the Financial Services Commission. BKL’s team provided comprehensive legal services for DGB Financial Group during the regulatory authorization process and proposed and implemented effective solutions following a nuanced and thorough understanding and analysis of all relevant issues. Attorneys Sky Yang, Young Mo Kim, Mi Eun Roh, Chulhong Park, and Min Kyung Song led the BKL team.

2018-11-08 Mergers & Acquisitions
BKL Advises Fubon Life on Share Subscription of Hyundai Life

BKL recently advised Fubon Life, an affiliate of Fubon Financial Holding, one of Taiwan’s most prominent companies, in connection with its share subscription of Hyundai Life’s share offering, equivalent to KRW 233.6 billion.

Since its foundation in 1989 as Daeshin Life, Hyundai Life was sold to Green Cross Life in 2003, and incorporated into Hyundai Motor Group, in 2012. As of the end of December 2017, Hyundai Life is a mid-sized insurance company with total assets of KRW 13 trillion. Fubon Life previously invested in Hyundai Life and became a minority shareholder holding 48% in December 2015. Subsequently, Fubon Life became the largest shareholder of Hyundai Life holding 62% through this share subscription. The corporate name of Hyundai Life has been changed to Fubon Hyundai Life as of September 13, 2018.

Since the share subscription, Fubon Hyundai Life’s risk based capital ratio has improved to more than 250%. Fubon Hyundai Life will be able to further enhance its sales force, by benchmarking the know-how of Fubon Life with respect to bancassurance and pension insurance products that have been successful in Taiwan.

BKL team lawyers including Sky YANG, Mi Eun ROH, Yoon Hyoung JEONG, Sung Yun KANG, Eu Gene Park advised Fubon Life on all aspects of the share subscription transaction, including conducting due diligence on Hyundai Life, drafting and negotiating the share subscription agreement, and shareholders agreement as well as providing closing assistance. Throughout the transaction, the advisory team, composed of securities and finance, insurance and labor experts worked closely to provide comprehensive, solution oriented advice, helping to progress the transaction to a smooth and successful closing.

2018-11-05 Mergers & Acquisitions
BKL Advises Lotte Tour Development on KRW 2.2 Million Share Offering

BKL advised LTD on the issuance of approximately KRW 2.2 Million new shares (the “Shares”). The method of issuance, was by way of a public subscription to forfeited shares, after an offering to shareholders. In addition, BKL also advised on an over-the-counter sale of certificates of preemptive rights of the largest shareholders of LTD.

The scale of the sale of the Shares represents, one of the largest offerings in the Korean market, in the second half 2018. LTD issued the Shares in order to build the large scale Jeju Deram Tower Complex Resort. Despite the significant size of the issuance of the Shares, LTD received subscriptions for the Shares from existing shareholders and the employee stock ownership association, and the subscription rate was over 106 per cent. Based on this level of support, LTD successfully completed the issuance of the Shares with Mirae Asset Daewoo Co., Ltd. acting as Lead Manager.

BKL, acting as Korean legal counsel to Mirae Asset Daewoo Co., Ltd. and LTD, provided overall Korean legal advice and support throughout the deal, including with respect to the Financial Investment Services and Capital Markets Act and to LTD on all aspects of the transaction. Such advice included: (i) reviewing the Security Registration Statement, (ii) analyzing materials and documents relating to the listing transaction, and (iii) issuing a legal opinion.

The BKL team included partners Mi Eun ROH, associates Hyun-Jung KIM, and foreign attorney Alex LEE. BKL contributed to the successful completion of the transaction by addressing various complex legal issues in an efficient, proactive and timely manner.

2018-10-23 Capital Markets
BKL Advises Republic of Korea on Issuance of a Foreign Exchange Equalization Bonds in the Aggregate Principal Amount of US$1 Billion

BKL successfully advised the underwrites on the Republic of Korea’s issuance of US$500,000,000 3.500% notes due 2028 and the US$500,000,000 3.875% notes due 2048 (together, the “Foreign Exchange Equalization Bonds”) on September 20, 2018, which were listed on the Singapore Stock Exchange. 

The Foreign Exchange Equalization Bonds attracted great interest from investors, soliciting purchase orders from about 140 foreign institutional investors amounting to a total of 5.7 times (record-high at the time) the planned amount. The Korean government's credit rating was AA (safe) by S&P at the time of issuance, being the third highest among the ten investment grades at the time, and its bonds were rated as highly despite difficult domestic and overseas circumstances such as global economic slowdown, US interest rate hike, trade conflicts between the U.S. and China, and insecurity in emerging countries, reconfirming its strong credit-worthiness in the international market. This successful issuance of the Foreign Exchange Equalization Bonds reflects the international financial market’s positive view of the Korean economy, which is expected to create a favorable environment for the issuance of foreign bonds by other private sector Korean domestic institutions by providing a benchmark interest rate for issuance of foreign currency bonds.

Citigroup Global Markets Inc., Crédit Agricole Corporate and Investment Bank, The Hongkong and Shanghai Banking Corporation Limited, The Korea Development Bank and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as underwriters for the issuance of the Foreign Exchange Equalization Bonds.

BKL’s Capital Markets team comprising of partners Eui Jong (EJ) Chung, Seung-Il Hong, senior foreign attorney (State of New York) Annie Eunah Lee, attorney Yelim Hyon and foreign attorney (State of New York) Heesug Chung, provided legal advice to the underwriters as to matters relating to Korean law, including; reviewing the registration statement and prospectus filed with the US Securities and Exchange Commission, reviewing the subscription agreement, agency agreement and other related agreements and documents, and issuing legal opinions. In Particular, BKL played an important role by thoroughly reviewing descriptions in the prospectus, including the relevant risk factors section, to assist foreign investors in better understanding the complicated political and diplomatic situation in Korea close to the date of issuance.  
2018-10-01 Capital Markets
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