The deal involved:
- The restructuring of Hanwha Energy Corporation’s (“HEC”) investments in the Gregadoo and Jindera solar farms in Australia (the “Assets”), which involved the transfer of the Assets from Hanwha Energy Singapore (“HES”) to Hanwha Energy Australia (“HEA”) in consideration of HES’s subscription of shares in HEA (hereby referred to as the “First Transaction”).
- The subsequent AUD 150 million investment in HEA by a consortium of financial institutions, including Woori PE Asset Management and the Korea Development Bank (the “Investors”) by way of a share subscription (hereby referred to as the “Second Transaction”).
Kim & Chang acted as HEC’s lead counsel to facilitate all aspects of the deal, including both the First Transaction and Second Transaction. As HEC’s direct contact for all legal advice (including legal advice with respect to Australian and Singaporean law), our firm played a key role, particularly with respect to the communication and coordination with Hanwha Group as well as the local counsels for the preparation of legal advice and transaction documents. Our firm also led the negotiations with the Investors on the transaction documents and legal structure as it related to key issues.
The deal was particularly complex due to the combination of the following:
- The involvement of Hanwha entities across Korea, Singapore and Australia, and the resulting need to consider various tax-related and legal implications in these jurisdictions for structuring the transaction, particularly with respect to the transaction involving the transfer of the Gregadoo and Jindera solar farms from the Singaporean entity to the Australian entity.
- The transaction with the Investors entailed the inclusion of various bespoke exit mechanisms for the Investors.