Jan 15, 2008

Cleary Gottlieb is representing the Korea Investment Corporation in its $2 billion investment in Merrill Lynch & Co. The deal marks the latest example of capital injections into major financial institutions by sovereign wealth funds.

KIC will invest $2 billion in Merrill Lynch’s 9% mandatory convertible preferred stock, which converts into common shares two years and nine months from the closing.

KIC is the sovereign wealth fund of South Korea and was established in 2005. This transaction represents KIC’s largest investment to date.

Jun 25, 2007

Cleary Gottlieb represented Samsung Card Co., Ltd. and the selling shareholders in Samsung Card's Won 576 billion (approximately $620 million) common stock IPO, which was the first IPO on the Korea Exchange to include an international tranche for foreign investors. Merrill Lynch acted as international tranche coordinator for the international syndicate. Korea Investment & Securities acted as lead manager for the Korean domestic syndicate. The stock was sold through a public offering in Korea and a Rule 144A/Reg. S offering elsewhere. The deal priced June 14, 2007 and closed June 25, 2007.

Samsung Card is a leading diversified consumer finance company in Korea. The company offers a broad range of financial products and services to individuals, as well as leasing services to individuals and corporate customers. Samsung Card is a member company of the Samsung Group, Korea's largest business group. Samsung Group has interests in the trading, electronics, construction, heavy engineering, chemical, insurance, finance and hotel industries.

Oct 11, 2007

Cleary Gottlieb represented The Export-Import Bank of Korea in its SEC-registered offering of MXN 1 billion 8.61% notes due 2017, which closed on October 11 and was a takedown from KEXIM’s shelf registration statement under Schedule B. Merrill Lynch was the sole bookrunner for the offering.

The notes were settled through Euroclear and Clearstream (including Indeval, the Mexican central clearing system) and listed on the International Quotation System (Sistema Internacional de Cotizaciones) of the Mexican Stock Exchange. These are the first peso-denominated notes issued by a Korean issuer.

KEXIM was established in 1976 as a special governmental financial institution pursuant to the Export-Import Bank of Korea Act to promote the sound development of the Korean economy and economic cooperation with foreign countries by extending the financial aid required for export and import transactions, overseas investment and the development of natural resources abroad.

Dec 07, 2006

Cleary Gottlieb represented the Republic of Korea (the "ROK") in its €375,000,000 4.250% notes due 2021 and US$500,000,000 5.125% notes due 2016. The notes were listed on the Singapore Stock Exchange and registered with the SEC. The offering closed on December 7.

The ROK global notes included Collective Action Clauses (CACs), which are designed to promote expeditious and orderly restructurings and workout procedures for sovereign debtors should a sovereign debt crisis ever occur. One of the most important CACs in the ROK notes is a majority amendment clause, which allows the holders of 75% of the outstanding principal amount of the notes to approve changes to the payment terms and other key provisions of the notes.

This offering was a takedown from the ROK’s $5 billion debt shelf registration statement filed with the SEC in September 2004. Barclays Capital, Citigroup, Credit Suisse and The Korea Development Bank were the joint lead managers and bookrunners for the transaction.