Lee & Ko Represents KEPCO in a Monumental UAE Nuclear Power Plant Project A consortium of about 20 companies led by Korea Electric Power Corporation (KEPCO), including Korea Hydro & Nuclear Power Co., Westinghouse, Doosan Heavy Industries, Samsung Corporation, Toshiba and Korea Nuclear Fuel, signed a landmark $40 billion nuclear power plant deal with the Emirates Nuclear Energy Corporation (ENEC), the government-owned nuclear power plant operator of the UAE on December 27, 2009. Lee & Ko exclusively represented the KEPCO Consortium, and ENEC was represented by Pillsbury Winthrop Shaw Pittman. The transaction encompasses construction and delivery of 4 units of 1400 MW reactors by 2020, and the provision of operating services, maintenance services and nuclear fuel thereafter, with a possibility for delivery of additional reactor units. Lee & Ko began participating in the bidding process for this project, which is the largest nuclear power plant project in history, in March 2009 by assisting the KEPCO Consortium in the discussions with ENEC on the legal and commercial aspects of the project, helping KEPCO move on to the second round of the bidding process by eliminating traditional industry powerhouses such as Westinghouse and Mitsubishi. In the ensuing contract negotiations with ENEC (conducted in parallel with ENEC's negotiations with other finalists GE-Hitachi and Areva), Lee & Ko worked as a closely knit team with KEPCO's Overseas Nuclear Power Projects Division in advising on all aspects of the transaction, participating in all negotiation sessions in Abu Dhabi and Seoul and internal meetings at KEPCO's underground "War Room". Kyu Wha Lee, Jongkwan Peck and Joong Hoon Kwak led the Lee & Ko team in representing the KEPCO Consortium. Lee & Ko's expertise in the nuclear power generation and related industries dates back to the 1970s when Korea embarked on its first nuclear power generation project. Lee & Ko represented major players such as KEPCO, Doosan Heavy Industries, Korea Hydro & Nuclear Power Co. and Korea Nuclear Fuel in dozens of power plant projects and related contracts and disputes, highlighted by representation of KEPCO in the negotiation with the Korean Peninsula Energy Development Organization (KEDO) for the Turnkey Contract for Supply of Light Water Reactor Project to North Korea in 1999. Winter 2009/2010 1
Lee & Ko Chosen as One of the Leading Law Firms in Korea in All the Areas of Legal Practice by Asia Pacific Legal 500 Asia Pacific Legal 500 (2009/2010 edition) has chosen Lee & Ko as one of the leading firms in Korea in all the areas of legal practice. Especially, Lee & Ko has been ranked Tier 1 Law Firm in 12 areas of legal practice, such as Banking and Finance, Capital Markets, Corporate and M&A, Employment, Insurance, Intellectual Property, IP: Patents and Trade Marks, Project and Energy, Real Estate, Shipping, Tax, TMT(Technology, Media and Telecommunications). In addition, some of the leading partners at Lee & Ko Wonkyu Han, Mee Hyon Lee, and Yeo Kyoon Yoon (Banking, Finance and Capital Markes), Kyu Wha Lee and Hyeong Gun Lee (Corporate and M&A), Heung Seop Song (Dispute resolution), Jae Hoon Kim (Intellectual Property), and Jin Young Jung (Shipping) have been chosen as the leading individuals in their respective areas of legal practice. Korean Economic Daily, one of the leading economic newspapers in Korea, has said about this evaluation of Korean law firms by Asia Pacific Legal 500 (2009/2010 edition) that Lee & Ko and Kim & Chang are the two most capable legal service providers in Korean legal market. Winter 2009/2010 2
Lee & Ko Chosen as the IFR s Loan of the Year and South Korea Capital Markets Deal of the Year Oriental Brewery s LBO financing Oriental Brewery s US 900 million dollars LBO financing deal, for which Lee & Ko was the legal advisor, was chosen as the IFR Asia s Loan of the Year and South Korea Capital Markets Deal of the Year. According to IFR Asia awards 2009 magazine, KKR s US 1.8 billion dollars buyout of Oriental Brewery its first investment into South Korea was riddled with twists and turns and plenty of drama. The US 900 million dollars financing backing the acquisition marked the only leveraged financing of significance from Asia in 2009 and overcame extremely challenging conditions in credit markets. It is IFR Asia s Loan of the Year and South Korea Capital Markets Deal of the Year. The Award Loan of the Year has very significant meaning because only one awardee is selected each year in the region. Winter 2009/2010 3
Lee & Ko s Provision of Legal Service for the Joint Venture between LS Industrial Systems Co., Ltd. and Infineon Technologies AG Lee & Ko has timely and effectively provided legal services for the joint venture between LS Industrial Systems Co., Ltd. and Infineon Technologies AG.. The two companies held a ceremony on June 9, 2009, in Seoul, to celebrate the conclusion of the joint venture agreement, under which the parties agreed to establish a Korean joint venture company to be named LS Power Semitech (the JVC ). The two companies have spent significant resources for this joint venture, and negotiation meetings were held in Germany, Korea and Singapore. There were many legal issues for the transaction, including antitrust issues which led to the required filings under the relevant antitrust laws with respect to Europe, China, the U. S. A., Japan and Korea. Infineon Technologies AG s capital contribution to the JVC will be made in-kind, with industrial rights and capital goods. The joint venture represents the biggest in-kind capital contribution by a foreign company among the recent joint venture deals. Winter 2009/2010 4
First-Ever Initial Public Offering of a Life Insurance Company in Korea (Tong Yang Life Insurance Co., Ltd.) On October 8. 2009, Tong Yang Life Insurance Co., Ltd. became the first life insurance company to be listed on the Korea Exchange (the KRX ) by successfully completing its IPO. The offering price was KRW17,000 per share, and about 20 million shares were subscribed. The total amount raised was about KRW340 billion. Because of its size and the fact that it offered exposure, for the first time, to the life insurance industry in Korea, the IPO was actively marketed to overseas investors via roadshows. Because the IPO was offered to both domestic investors and overseas investors simultaneously, the Company had to prepare a registration statement, a prospectus for the domestic investors and an offering circular for the overseas investors all at once. Because of its experience in completing numerous IPOs and advising insurance companies on general corporate manners for years, Lee & Ko was able to advise Tong Yang Life Insurance Co., Ltd. from the planning stage of the IPO to its successful completion. Winter 2009/2010 5
Sale of Stock by Airport Railroad Co., Ltd., Developer of the Incheon Airport Railroad Project, to Korea Railroad Corporation Lee & Ko advised a consortium of construction firms that invested in Airport Railroad Co., Ltd., which is in charge of and carrying out the construction of the Incheon airport railroad project, in connection with the sale of stock by Airport Railroad Co., Ltd. to Korea Railroad Corporation on September 17, 2009. Korea Railroad Corporation acquired 88.8% (about 165 million shares) of the outstanding stock of Airport Railroad Co., Ltd. for KRW1.2 trillion. The initial financing for the Incheon airport railroad project came largely from private participants. The enormity of the project is reflected in the its total cost, which was estimated to be about KRW2.7 trillion in 1999 and is about KRW4 trillion in current KRW. The financing for the project came from investments by a consortium of private firms, led by Hyundai Engineering & Construction Co., Ltd. and including Daelim Industrial Co., Ltd., Posco Engineering & Construction Co., Ltd., Dongbu Corporation, KCC Corporation, Samhwan Corporation, Sambu Construction Co., Ltd., Dongbu Insurance Co.,Ltd., Korea Development Corporation, Chung Suk Engineering Co.,Ltd. and Sampyo Engineering & Construction Ltd., and the government, which contributed a small percentage, and loans of about KRW2.5 trillion from financial institutions. The first stage of the project between Incheon International Airport and Gimpo Airport has been completed and is in operation. The second stage between Gimpo Airport and Seoul Station is currently underway. Winter 2009/2010 6
CNH Capital: The First Case of Conversion into a Holding Company through Spin-Off Lee & Ko has acted as legal counsel to CNH Capital, a company listed on the KOSDAQ division of the KRX, with respect to the spin-off of its lease operations and its own conversion into a holding company. The spin-off was completed on August 30, 2009 with the establishment of CNH Lease, a subsidiary of CNH Capital, and the Fair Trade Commission of Korea approved the conversion of CNH Capital, which had previously focused on investment operations, into CNH Holdings on November 6, 2009. The case of CNH Capital, known to be the first successful case of conversion into a holding company through a spin-off that is permissible under the KRX listing rules, was led by Lee & Ko partners, Hee Jeu Kang, Jong Seok Lee and Jun Taek Lee. The significance of the conversion can be summarized as follows: (1) although a KOSDAQ-listed company establishing a spin-off subsidiary would ordinarily be subject to delisting under Article 38(2)1 of the KOSDAQ Listing Regulations, Article 33(9) of the KOSDAQ Listing Rules exempting companies that are converting into holding companies from delisting was cited for the first time to maintain the listing status; (2) after establishing the spin-off subsidiary, CNH Capital returned its license for credit financing operations, and the spin-off subsidiary, CNH Lease, successfully obtained the same type of license; and (3) following the spin-off, CNH Capital acquired additional subsidiaries to satisfy the legal requirements of a holding company and, thereby, successfully obtained the approval of the Fair Trade Commission for its conversion into a holding company. Winter 2009/2010 7
Lee & Ko s Christmas Bazaar for Single Mothers On December 18th, Lee & Ko held a Christmas Bazaar to raise funds for the benefit of single mothers and their children. For the bazaar, all members of Lee & Ko, including lawyers and staff members contributed to the success of the event by donating various items such as clothes, books, whiskey, wine and electronic appliances. All proceeds were given to the Social Welfare Society to support the Christmas Party for single mothers and children held on December 23. Also, several lawyers and staffs of Lee & Ko did volunteer work on the day of the Christmas Party. Lee & Ko has supported the Open House a home for single mothers- with not only monthly volunteer work but also financial help, since March of 2007. Winter 2009/2010 8