법무법인(유한) 율촌 | Yulchon LLC

Yulchon represented Renaissance PS No. 1 in  a purchase of non-registered coupon private exchangeable bonds in the aggregate amount of KRW 305 billion (approximately, USD 273 million) in electronically registered value which are to be exchanged with common shares issued by TMON Inc. (“TMON”), by Renaissance PS No. 1 from TMON Global Inc. (the “Transaction”). Renaissance PS No. 1 is an investment-purpose vehicle established by a private equity fund managed by PS Alliance Co., Ltd. as its general partner. . While preparing for its IPO, TMON aimed to improve its financial structure by expanding its capital through the Transaction.

Yulchon advised Renaissance PS No. 1 from the initial phases through to the completion of the Transaction, including (i) reviewing the Transaction structure, (ii) conducting due diligence, (iii) establishing a private equity fund and an investment purpose vehicle, (iv) drafting and reviewing various relevant agreements, such as the exchangeable bond purchase agreement, investor agreement, co-investment agreement and loan agreement, (v) filing a business merger report, and (vi) filing a foreign exchange report.

Along with Renaissance PS No. 1, KKR MONSTER AGGREGATOR L.P. and AEP-Tiger L.P., TMON’s largest shareholders, as well as ICG Asia Pacific Fund IV SF (No.1), SCSp participated in the Transaction as subordinate investors and a co-investor, respectively. Furthermore, since Renaissance PS No. 1 used the acquisition financing to pay part of the purchase price for the exchangeable bonds, which made the Transaction structure more complicated, Yulchon drafted and reviewed the vast number of agreements required, which were also entered into with a diverse group of stakeholders. Yulchon not only provided prompt and accurate advice on the different agreements that arose due to the complex structuring, in the midst of frequently changing circumstances surrounding the Transaction, but also suggested creative and appropriate contractual solutions so that Renaissance PS No. 1 will be able to smoothly recover its investment amount in the future, to the high satisfaction of our client PS Alliance.