Daewoo Shipbuilding and Marine Engineering Co., Ltd "DSME" (formerly Daewoo Heavy Industries Co., Ltd "DHI") is the world's second largest shipbuilder.

　

DHI was established in 1963 and became a member of the Daewoo group in 1976 since which date its shares have been publicly quoted. DHI had two main divisions: Shipbuilding and Machinery. The Shipbuilding division was itself formed following the merger of Daewoo Shipbuilding & Heavy Machinery Ltd ("DSHM") into Daewoo Heavy Industries ("DHI") in 1994. It is the world's second largest shipbuilder. DHI operates two shipyards - the Okpo Shipyard in South Korea and the Mangalia Shipyard in Romania - which together make up 25% of DHI's operations. The Okpo yard is active in shipbuilding, repair and conversion, and production of offshore platforms, drilling rigs and industrial plants⁶⁹.

　

Daewoo group was mainly engaged in the production of automobiles, shipbuilding and heavy industries and electronic industries. It was the second largest group of companies in Korea with total revenue of won 62 trillion.

　

After the financial crisis in 1997, the group faced increased difficulties of access to credit In addition, the negotiations with General motors until the end 1998 failed Consequently, the Daewoo group was forced to announce a "self-restructuring plan" on 19 December 1998, which included the following:

　

However this first plan did not satisfy the market and no extension of new loans or roll over of existing loans were provided. In these circumstances Daewoo announced on 19 April 1999 a second plan called "Strengthened Restructuring Plan", which comprised the following:

　

Again this second plan did not satisfy the market and creditors so that Daewoo could not obtain new loans or roll-over existing ones.

　

Finally, Daewoo decided to announce on 19 July 1999 its "Finalised Restructuring plan", which included a Newly Revised Capital Structure Improvement Agreement on 16 August 1999 with its creditors. However, Daewoo failed again to recover its credit from the market and as a last resort decided to apply for the corporate workout on 25 August 1999. The application was made to KFB which was the Group's main bank.

　

On 26 August 1999, at the first meeting of the Daewoo group's creditors (Creditor Financial Institution Council (CFIC) for 12 Daewoo group companies including DHI), KDB, being DHI's main bank, was selected as the leading bank for the workout plan of DHI and appointed an accounting firm for evaluating the viability of the company.

　

As a matter of fact the workout program is available only for companies, which are considered viable, i.e. that their going concern value is greater than their liquidation value . The accounting firm concluded that DHI was viable and recommended that the creditor financial institutions (1) spin off DHI into a shipbuilding company, a machinery company and the remaining company (new-DHI) and (2) carry out debt restructuring through debt-to-equity swaps and debt rescheduling.

　

Under the workout plan, on 23 October 2000 DHI's Shipbuilding Division was spun off into Daewoo Shipbuilding & Marine Engineering Co, Ltd ("DSME") and its Heavy Machinery Division was spun off into Daewoo Heavy Industries and Machinery, Ltd ("DHIM").

　

The purpose of the spin-off was to separate DHI's businesses relating to operating activities from its investment activity. After the spin-off, two new operating companies (DHIM and DSME) concentrated on their manufacturing businesses (machinery and shipbuilding respectively) while the remaining company (new-DHl) held the assets that were not transferred to the shipbuilding and machinery companies; the latter company, thus, only manages investments such as investment in or accounts receivable from Daewoo affiliates etc.

　

As regards the modalities of the spin-off, the amount of assets and liabilities and capital stock of the new operating companies were determined as follows: first, the operational assets and capital stocks to be vested in the new companies were determined Second, the liabilities related to the operational assets to be assumed by the new companies were determined. Additional liabilities were then also assumed by the new companies based on their debt repayment capability. As for the remaining company, it held all assets that were not transferred to the shipbuilding and machinery companies. However, these assets include mainly trade accounts receivable by Daewoo motor and Daewoo corporation(out of trade accounts receivable owed by Daewoo corporation) that are also under workout program and for which, therefore, there is substantial doubt that they will bring future economic benefits.. Consequently the net worth of the remaining company is negative.

　

Under such circumstances, it is clear that the two operating companies benefited from the exclusion from their accounts of bad assets. Without the spin-off they would have to assume the negative net worth of the remaining company. In order, therefore, to capture the full amount of the benefit enjoyed by DSME following the spin-off it is appropriate to allocate part of the above negative net worth to each new company.

　

After the spin-off, a debt-for equity swap for the newly established companies took place on 14.12.2000. Debt-for equity swap ratios varied according to the division and the type of debt (secured or non secured)

The total amount of debt converted into equity for DSME amounts to won 1,171,416⁷⁰ million All debt-to-equity conversion is considered as a benefit as it essentially relieves the company from paying back the debt. If no debt-to-equity swaps were made by the creditors, the company would have faced such severe liquidity problems, that would have seriously compromised the viability of further business operations.

　

In addition, it is important to note that when the DSME shares began trading on 1 February 2001, it was only at won 3,500 which is less than half the won 7,850⁷¹ creditors paid for in debt to keep the company going. The considerable, gap between the market valuation of the company and the creditors' one seems to indicate that creditors did not act on the basis of commercial considerations.

　

Following the above debt-to-equity swaps, the shareholding of DHI and DSME was modified as follows:

The list of shareholders of DHI as of 31.12.1999 (i.e. before the swaps) was the following:

　

　

The list of shareholders of DSME after the spin-off of DHI into DSME and after the debt-for-equity swap of 14.12.2000 became the following:

　

　

Thus, after the swaps, DSME was virtually nationalised as it is 66.8% owned by the GOK (through KDB and KAMCO).

　

The fact that the main creditors before the swap were all state-owned institutions or institutions were the GOK had a shareholding shows the strong influence GOK exercised throughout the restructuring of DSME.

　

　

According to the workout plan (Comprehensive Agreement on Corporate Workout (MOU)), the CFIC agreed to reduce the burden of debt redemption for the facilitation of the recovery of the business of the spun off companies. The type of debt restructuring are as follows:

　

- extension of the principal repayment due date

- reduction of interest rates

- conversion of short term loans to medium or long term loans.

　

The workout plan did not include interest exemption or debt forgiveness.

　

DSME benefited from the tax deferral on in-kind contribution and the tax incentive on spun-off assets The amount of benefit was calculated as a comparison between the taxes normally payable without the benefit of the incentive and the taxes effectively paid. Although the benefit of the tax exemption is the full amount of the exemption, the benefit of the tax deferral cannot be properly estimated as payment of the taxes due is contingent upon future events.

　

The total benefit provided to DSME during the investigation period amounts to won 3,011,484 million or USD 2,299 million and includes the following:

　

- interest rate debt reduction

- grace period on interest.

- amount of debt-for equity swap

- part of the negative net worth of the surviving company

- tax incentive on spun-off assets

　

In addition, DSME also benefited during the investigation period from a tax deferral.