On November 1, 2017, a consortium comprised of Bain Capital and Goldman Sachs (the “Consortium”), and the founder of Carver Korea, who is also an individual shareholder, sold 95.39% of shares held in Carver Korea to Unilever, a global consumables manufacturer, for approximately EUR 2.27 billion (approx. KRW 3 trillion).

This transaction has been evaluated as one of the most successful merger and acquisition transactions in the history of private equity fund investment in Korea.

Details:

On August 8, 2016, the Consortium purchased the shares of Carver Korea from the founder and minority shareholders, for approximately KRW 400 billion, and within only 15 months, posted a record-high annual internal return rate (“IRR”) of approximately 300% among buyout transactions (purchase of management rights), in the KRW trillion range.

Our Representation:

Overall, Kim & Chang ensured the success of the transaction by providing consultation on the overall transaction process, including due diligence, review and negotiation of all necessary documents, preparation and submission of regulatory reports, critical support in the closing process, and tax return preparations to minimize legal risks and regulatory risks.

The transaction was conducted over a short period of time – it was closed even before 15 months had passed from the initial investment of the Consortium. Therefore, our team had to effectively respond to the wide-ranging and in-depth due diligence conducted by Unilever, a strategic investor, covering not only legal, finance and tax issues, but also industry-specific issues, including the process of manufacturing and supplying cosmetics.

The transaction also required professional advisory services, considering the complicated payment structure and tax risks involved in the joint sales of equity by the Consortium and the founder/individual shareholder.

In August 2016, we had already provided consulting services to the Consortium on its overall investment in the transaction to acquire Carver Korea equity. Based on the experiences and understanding we accumulated through such consulting and advisory services, our firm, on behalf of the Consortium and individual shareholder, was able to respond in an efficient and timely manner to Unilever’s requests regarding the transaction.