Kim & Chang represented Korea Industrial Gas Holdings 1 Co., Ltd. (the “Seller”), a special purpose vehicle established by IMM Private Equity, in its sale of a 30% stake in AirFirst, a company engaged in gas manufacturing and supply (the “Company”), to BGIF IV UK Holdings Limited (the “Purchaser”), a special purpose vehicle established by BlackRock, for the base purchase price of KRW 1.0284 trillion.

The parties entered into the transaction aiming to establish a long-term partnership relationship and create synergies with respect to governing the Company and managing its operations. As such, it was important to clearly define the rights and obligations of each party and provide details for the creation of synergies through a highly intricate and developed shareholders agreement. In a transaction involving a minority equity investment, such as the present one, arrangements for management participation and exit can be quite important. Thus, various relevant provisions were reflected in the shareholders agreement.

We worked closely with the client and engaged in protracted negotiations with the counterparty based on our extensive experience in order to adequately address the parties’ concerns.