REAL ESTATE - Yulchon Ho Chi Minh City Unit 03, 4th Floor, ... Yulchon has become an acknowledged market leader in the development ... stone for its future growth in Korea and

Yulchon LLC - Worldwide O�ce Contacts

KoreaTextile Center 12F, 944-31 Daechi 2-dong, Gangnam-gu, Seoul 135-713, KoreaTel: +82-2-528-5200 Fax: +82-2-528-5228E-mail: [email protected]

VietnamHo Chi Minh CityUnit 03, 4th Floor, Kumho Asiana Plaza, 39 Le Duan St., Ben Nghe Ward, Dist.1, Ho Chi Minh City, Vietnam Tel: +84-8-3911-0225 Fax: +84-8-3911-0230E-mail: [email protected]

HanoiSuite 2502, Keangnam Hanoi Landmark Tower, Pham Hung Street, Tu Liem District, Hanoi, Vietnam Tel: +84-4-3837-8200 Fax: +84-4-3837-8230 E-mail: [email protected]

China9F, SK Tower, 6A Jianguomenwai Avenue, Chaoyang District, Beijing 100022, P.R. ChinaTel: +86-10-8567-0828 Fax: +86-10-8567-0738E-mail: [email protected]

Real Estate Practice

REALESTATE

CONTENTS

Our Firm 2

Real Estate Practice 3

Representative Matters 4

“Observers speak with one voice in proclaiming it one of the most respected and reliable practices in Korea.” • Chambers Global : The World’s Leading Lawyers for Business •

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COMMITMENT INNOVATION EXCELLENCE

Yulchon LLC is a full-service international law firm headquartered in Seoul, Korea. We employ over 300 professionals, including more than 60 that are licensed in jurisdictions outside of Korea. Our perspective is international and our reach is global. We represent clients from six continents, and we have helped Korean companies expand around the globe. We strive to provide the most innovative solutions to the myriad legal challenges confronting our clients.

Yulchon has become an acknowledged market leader in the development and practice of law. We are known for our high standards of excellence, our culture of collaborative problem solving, and our strong relationships with government agencies and other international law firms. We are frequently retained to negotiate multi-billion dollar transactions, to help draft and provide our input on new legislation and regulations, and to represent clients in high-stakes adversarial proceedings.

Our Firm

“Top 30 Rapidly Growing Law Firm in Asia” • Asian Legal Business •

“2009 National Competitiveness Award” Presidential Council on National Competitiveness • Republic of Korea & Seoul Economic Daily •

Real EstatePractice

Our Real Estate Practice occupies a central role in Yulchon’s continued success. We advise on a wide range of real estate transact ions and have successful ly represented both domestic and foreign developers, lenders, investment banks, pension funds, asset management companies, real estate investment trust (“REIT”) companies, and major corporations in all aspects of real estate. We are confident that we can assist you in all your real estate-related needs.

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1. Acquisition, Leasing, and SalesOur Real Estate Practice provides a comprehensive range of services and innovative structuring possibilities for the acquisition, leasing, and sale of real estate assets. Over the last few years, the Korean real estate market has been incredibly dynamic, and we have been privileged to be able to advise clients on some of the largest landmark real estate transa ctions in Korea.

Some of our recent notable work includes:• Advising Mirae Asset Global Investment Co., Ltd. in connection with its acquisition of

2 off ice bui ldings located in Sao Paulo, Brazi l for an acquisit ion price of R$805,628,196.00. The 2 office buildings are part of the landmark Rochavera complex, which is composed of 4 different buildings. The seller continues to own the 2 remaining buildings in the Rochavera complex, with Mirae Asset having the first right of refusal with respect thereto. This acquisition marks the largest overseas acquisition consummated by a Korean real estate fund to date. We instituted a tax efficient structure for this transaction whereby Mirae Asset utilizes a Brazilian special purpose company 100% owned by the Korean real estate funds as the acquisition vehicle and property owner.

• Advising Koramco Reits Management and Trust Co., Ltd in connection with the KRW 1.2 trillion acquisition of an office building under construction located in Seoul. The acquisition was structured and consummated using 2 different REITs (the tax efficient real estate investment vehicles available under the Real Estate Investment Act of Korea). The building, once complete, will be located in Cheongjin-dong, Jongro-gu, Seoul, and will consist of 7 underground floors and 24 floors with a building area of 175,536.70m2. The deal is expected to close in 2014. It is also expected that GS E&C will master-lease the entire building for 10 to 20 years upon completion, which will produce stable rental income stream for the REITs.

• Advising Daol Fund Management in connection with its USD 333 million acquisition of an office building in San Francisco that is 100% master-leased by Wells Fargo Bank under a long term lease agreement. The largest real estate transaction in San Francisco since 2007, the deal involved acquisition financing in the amount of approximately USD 200 million. This investment, the first in the US by Daol, utilizes a two-tier structure for tax efficient investment with a Daol-managed real estate

investment fund investing in a US REIT, which holds 100% of the shares in a Delaware LLC (the purchaser and property owner). For the stable operation and management of the investment, a foreign-exchange hedge transaction and an interest-rate swap transaction were also executed.

• Advising a private equity fund run by Shinhan BNP Paribas Asset Management in the KRW 130 billion purchase of M-Tower from Dongil Asset Management.

• Advising ARD Holdings, an affiliate of Aekyung Group, in the KRW 152 billion sale and leaseback of Guro Aekyung Department Store to UMC Pamco Retail CR-REIT.

• Advising ARD Holdings in the sale of 9,720,000 shares of AK Global, which was equivalent to 81% of the issued and outstanding company shares, to Hotel Lotte Duty Free.

• Advising a private equity fund managed by ING Real Estate Investment Management (Korea) (“ING Real Estate”) in the sale of the Fraser Suites, an internationally affiliated highly upscale residential hotel located in Seoul, Korea to Kumbo Development. The deal was valued at approximately KRW 100 billion (approximately USD 72 million).

• Advising ING Real Estate in the sale of The Mall, a multi-level retail shopping mall complex in Buchon, Korea. This transaction required resolution of complex issues arising from a prior right of first refusal and option to purchase that had been stipulated in the lease agreement between the parties. The deal was valued at approximately KRW 279 billion (approximately USD 200 million).

• Advising a fund managed by ING Real Estate in the sale of the Samsung Card Buildings located in the center of Seoul, Korea. The sale was valued at KRW 198 billion (approximately USD 143 million). The deal was one of the few major real estate transactions consummated in the 4th quarter of 2008.

• Advising Samhwa Construction in the sale of land and a 27-story office building. The sale was structured as a sale-leaseback, so Yulchon also advised the seller on the negotiation of a master lease agreement with the buyer. The sale of this large office building located in a prime commercial district was successfully completed in an unusually short amount of time. The deal was valued at KRW 245 bil l ion (approximately USD 215 million).

RepresentativeMatters

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• Advising Daol Fund Management in the acquisition and financing of a twenty-six floor building in Kuala Lumper Sentral, a new world-class urban center valued at MYR 11.7 billion (approximately USD 3.2 billion). The Kuala Lumper Sentral project is a “city within a city” centered on Malaysia’s largest transit hub. The purchaser is a special purpose company established by the Korean Real Estate Investment Fund Trust and managed by Daol Fund Management. As such, the deal involved a series of transactions including the formation of the real estate investment fund trust, establishment and management of the Malaysian special purpose company, foreign exchange transactions, execution of the sale and purchase agreement, and financing transactions with CIMB Bank in connection with the acquisition of Tower 1. The purchase price was approximately MYR 239 million, equivalent to USD 66 million.

• Advising Shinsegae in the purchase of land and a majority interest in the Mesa Building, a well-known landmark building in the Seoul central business district. The purchase price was KRW 135 billion (approximately USD 91 million) on the closing date.

• Advising Prime Development in its sale of the office component of the Shindorim Technomart complex to a real estate fund managed by Ascendas. The sale was valued at approximately USD 280 million and was one of the biggest real estate deals to close in Korea during the first half of 2008.

• Advising ARD Holdings regarding its business transfer of Samsung Plaza (a department store) and Samsung Mall (an internet shopping mall) from Samsung Corporation. Yulchon handled all aspects of the deal, including the Korea Fair Trade commission’s approval for the business combination, request for a tax ruling with regard to the value added tax and labor issues of the transferred business as well as legal due diligence review, and the negotiation of the business transfer agreement and lease agreement between the parties. This business acquisition significantly enhances the retail business of Aekyung Group and will become a major stepping stone for its future growth in Korea and overseas.

• Advising Morgan Stanley regarding its acquisition, lease-back, financing and renovation of the Daewoo Center Building through a corporate restructuring real estate investment company (“CR-REIT”). The sale, worth approximately USD 1 billion, marks the biggest single-asset commercial office building transaction in Korea.

• Advising Merrill Lynch in its acquisition, financing and renovation of Choongmooro Tower through an asset-backed securities (“ABS”) structure and its subsequent sale to Commerz Real AG through a multi-tier ABS structure.

• Advising Merrill Lynch in its acquisition and financing of an office building complex in Bundang, Gyeonggi-do through an ABS structure.

• Advising Daiwa Securities SMBC, as a seller financial adviser, in the sale and lease-back transaction of three locations of Lotte Mart in Incheon, Daejeon and Cheju.

• Advising Morgan Stanley in its acquisition and financing of Trust Tower in 2006 through a real estate investment trust fund. We also assisted Merrill Lynch with a similar structure for its acquisition of the Carrier Factory and Youngdong Plaza, also in 2006.

• Advising Lone Star in its 2005 sale of shares in Star Tower Corporation to the Government of Singapore Investment Corporation (GIC). This sale, exceeding USD 900 million, represented the largest real estate transaction in Korea for 2005. We also advised Lone Star on its initial acquisition of Star Tower from the Hyundai Development Company in 2002.

• Advising Merrill Lynch regarding its acquisition, financing and lease-back of the SK Building for approximately USD 475 million via publicly offered asset-backed securities.

• Advising Doosan Heavy Industry in its sale of the Hanaro Building in 2002 and Kolon in its sale of the Kwacheon Headquarters Building in 2005 through a CR-REIT structure.

• Advising Lend Lease in its acquisition and financing of the Financial News Building in 2001 and subsequent sale of the same building to the Ewha University Foundation in 2004.

• Advising Yoo Jin Tourist in its sale of the Seoul Finance Center to GIC in 2000. Valued at USD 450 million, the sale represented one of Korea’s largest real estate transactions that year.

1. Acquisition, Leasing, and Sales continued

Our Real Estate Practice routinely represents developers, investors, and financial institutions in projects throughout Korea, providing a comprehensive range of legal services that address every aspect of project development. Beyond large-scale commercial developments such as apartment complexes, shopping centers, and hotels, we are also particularly active in public infrastructure projects involving social overhead capital.

Some of our recent notable work includes:• Advising a consortium of seven Russian affiliates of leading Korean automobile parts

manufacturers in their joint investment in St. Petersburg.

• Advising Merrill Lynch in its 2007 acquisition of a commercial office building complex under construction in Seoul through a real estate investment trust fund structure.

• Advising Merrill Lynch in its 2007 acquisition of an office building complex in Sungnam under construction through a real estate investment trust fund structure.

• Advising Merrill Lynch in its 2007 acquisition of two office building complexes in Seoul under construction through a real estate investment trust fund structure.

• Advising Morgan Stanley in its equity investments in Gale International Korea’s development of New Songdo City from 2004-2007.

• Advising AIG in its development of the International Finance Center in Seoul from 2004 to 2005.

2. Project Development

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• Advising the Seoul Metropolitan Government regarding the construction of Subway Line 9 in 2006.

• Advising Hyundai Engineering & Construction on multiple projects related to the Seosan Enterprise City Development Project in 2004.

• Advising the Incheon Metropolitan Government from 2004-2005 in matters related to the construction of the Incheon International Airport Railroad.

• Advising Doosan Heavy Industries and Doosan Engineering & Construction for their 2003 sale to Macquarie of shares in Woomyunsan Development, the company that developed the Woomyun Mountain Tunnel.

Our attorneys represent many of the principal domestic and foreign financial institutions that provide financing and related investment support for real estate acquisition, development, construction, and long-term investment. Working closely with professionals in our firm’s Finance Practice, our Real Estate attorneys assist clients in structuring, documenting, and negotiating a wide variety of lending transactions including development and construction loans, mezzanine or layered debt/equity structures, loans originated for securitization, inter-creditor and co-lender arrangements, and advising on transactions involving financing vehicles such as ABS, mortgage-backed securities (“MBS”), REIT, CR-REIT, real estate fund (“REF”) and project financing vehicle (“PFV”).

Some of our recent notable work includes:• Advising a private real estate fund established and managed by M-Plus Asset

Management in its acquisition of the P.O.M Design Distribution Center located in the city of Yongin from P.O.M. Design, a company that manufactures golf wear for the brand Elegance.

• Advising a syndicate of eight lenders in 2007 in connection with a USD 600 million secured revolving credit facility for the city redevelopment project in Yongin.

• Advising Shinhan Bank on its 2006 financing for the construction of dormitories at Kyunghee University through a build-transfer-lease structure.

• Advising ING Real Estate in 2005 in the restructuring of its real estate holding companies through a tripartite merger and creation of the Korea Property Investments fund. We also represented ING Real Estate when it refinanced the properties in the new fund and negotiated a USD 500 million facility for new acquisitions.

• Advising a syndicate of lenders in 2005 that provided USD 75 million of acquisition financing to Lehman Brothers for their purchase of the Myeongdong Building (previously Utoozone).

3. Real Estate Finance

Our Real Estate Practice is augmented by Yulchon’s exhaustive expertise in tax. We have the leading Tax Practice in Korea, and we leverage that advantage to create value in planning, structuring and negotiating tax aspects of all types of domestic and cross-border real estate transactions.

In addition to tax planning and structuring, we have also successfully represented clients in various contested tax disputes including the following:• Representing Lakeside Golf Course and other developers in a lawsuit questioning the

legality of real estate development burdens assessed by the local autonomous entities. Our precedent-setting litigation resulted in greatly reduced burdens for real estate developers and investors.

• Successfully defending Samsung Life Insurance before the Korean Supreme Court against an excessive land profits tax levied by the National Tax Service.

• Successfully defending Shin Donga Fire & Marine Insurance against acquisition taxes related to tax exemptions under a redevelopment project.

As one of Korea’s leading full service law firms, we represent clients in all aspects of real estate-related litigation and dispute resolution proceedings. Additionally, our Real Estate Practice has extensive expertise in leveraging our knowledge and industry and government contacts to help clients quickly navigate administrative hurdles by working closely with various Korean government entities to ensure permits and other necessary authorizations are received in a timely manner.

4. Tax

5. Litigation & Administrative Resolution

2. Project Development continued

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Professionals

Han, Bong Hee (Founding Partner)

Bong Hee Han is the head of our Real Estate Practice and a founding member of the firm. Before founding Yulchon, Mr. Han was an attorney at Min Sohn & Kim and Whitman & Ransom.

Mr. Han was a co-author for “International Licensing in Korea” which was published by the Center for International Legal Studies, and has also written on share dividends and real estate transactions in Korea.

Mr. Han was selected as a recommended lawyer for Corporate (Real Estate) by PLC Which Lawyer in 2006. He has also been chosen as a Leading Lawyer of 2009 by IFLR 1000.

He has represented a wide array of high profile clients, including Morgan Stanley, Merrill Lynch, Goldman Sachs, GE Capital, Deutsche Bank, ING, Lehman Brothers and Lone Star. He received his LL.B. and LL.M. from Seoul National University and an additional LL.M. from the University of Chicago Law School. He is licensed to practice in New York and Korea.

T_ +82.2.528.5206 E_ [email protected]

Park, Ju Bong (Partner)

Ju Bong Park is a partner at Yulchon, who practices primarily in the areas of real estate, construction and finance law. Before joining Yulchon in 1999, Mr. Park served as a judge at the Daegu District Court. He received his LL.B. and LL.M. from Korea University.


Kim, Dong Soo (Partner)

Dong Soo Kim is a partner at Yulchon specializing in taxation, corporate general, litigation and arbitration. He has been an attorney with Yulchon since its inception, becoming a partner in 1999. He received his LL.B. and LL.M. from Seoul National University and an additional LL.M. in International Taxation from the Levin College of Law at the University of Florida.

Mr. Kim has been an adjunct professor at Seoul National University Law School and has also held numerous memberships. He was a member of the Corporate Taxation Committee of the Tax Policy Review Council for the Ministry of Finance and Economy and the International Tax Law Reform Act Committee for the National Tax Service. He was also a member of the advisory board for the National Tax Service Call Center. He is currently a member of the Tax Quality Innovation Committee for the National Tax Service and advisor for the Jungbu District Tax Office.

Mr. Kim has represented many clients, including Goldman Sachs, Morgan Stanley, ING, Samsung Corporation, Hyundai Group, and Citibank, among others.


Shin, Tong Chan (Partner)

Tong Chan Shin is a partner at Yulchon, where his practice focuses on cross-border real estate and mergers and acquisitions transactions, and international taxation. He has also worked as an international associate with Binghan McCutchen, LLP, San Francisco from 2004 to 2005. Mr. Shin received his LL.B. from Seoul National University and an LL.M. from the Northwestern University School of Law. He worked as an international associate in the San Francisco and Silicon Valley offices of Bingham McCutchen LLP.


Cha, Tae Jin (Partner)

Tae Jin Cha is a partner at Yulchon who practices primarily in the areas of real estate, mergers and acquisitions and capital markets transactions. He joined Yulchon as an associate in 2002 and was made a partner in 2009. Mr. Cha also worked at the Cleary Gottlieb Steen & Hamilton LLP, Hong Kong office, on secondment. Mr. Cha received his LL.B. from Seoul National University and an LL.M. from the University of Virginia School of Law.


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Cho, Christopher Joon Tae (Senior Foreign Legal Counsel)

Christopher Joon Tae Cho is a senior foreign legal counsel at Yulchon, where his practice area focuses on banking, asset finance, project finance, acquisition finance, real estate finance and capital markets. Before joining Yulchon, Mr. Cho was a foreign legal consultant at Lee & Ko. Mr. Cho has been selected by Chambers Asia as a leading lawyer in banking and finance, capital markets, and shipping finance, and by IFLR1000 as a leading lawyer in banking and project finance.


Pyun, David H. (Senior Foreign Legal Counsel)

David H. Pyun is a senior foreign counsel at Yulchon. His practice focuses on finance, mergers and acquisitions and real estate. Mr. Pyun previously worked in the New York office of Mayer Brown LLP, where he worked on a wide variety of corporate finance matters including corporate credit facilities and high-yield bond offerings. Mr. Pyun also has extensive experience in real estate financing transactions including mezzanine debt, construction loans, letters of credit and other credit facilities, as well as joint venture and development transactions and transactions involving acquisitions and dispositions of commercial properties.


Yulchon LLC - Worldwide O�ce Contacts

KoreaTextile Center 12F, 944-31 Daechi 2-dong, Gangnam-gu, Seoul 135-713, KoreaTel: +82-2-528-5200 Fax: +82-2-528-5228E-mail: [email protected]

VietnamHo Chi Minh CityUnit 03, 4th Floor, Kumho Asiana Plaza, 39 Le Duan St., Ben Nghe Ward, Dist.1, Ho Chi Minh City, Vietnam Tel: +84-8-3911-0225 Fax: +84-8-3911-0230E-mail: [email protected]

HanoiSuite 2502, Keangnam Hanoi Landmark Tower, Pham Hung Street, Tu Liem District, Hanoi, Vietnam Tel: +84-4-3837-8200 Fax: +84-4-3837-8230 E-mail: [email protected]

China9F, SK Tower, 6A Jianguomenwai Avenue, Chaoyang District, Beijing 100022, P.R. ChinaTel: +86-10-8567-0828 Fax: +86-10-8567-0738E-mail: [email protected]

Real Estate Practice

REALESTATE

Documents

REAL ESTATE - Yulchon Ho Chi Minh City Unit 03, 4th Floor, ... Yulchon has become an acknowledged market leader in the development ... stone for its future growth in Korea and