Many of you seem to be unaware of the fact that KAMCO existed far before the Asian debacle. Actually, KAMCO was established in 1962 as an intermediary agency of Korea Development Bank, the government owned entity. At this time, KAMCO sold bank NPLs and auctioned off confiscated property from the government on a fee basis. KAMCO’s role has evolved dramatically since its establishment in 1962. In 1997 and 1998, the Korean government decided to set up the NPA fund to clean up the country’s astronomical amount of distressed assets in the aftermath of its worst financial crisis.
KAMCO executes the following operations: Management of Non-Performing Assets management fund, acquisition & resolution of Non-Performing Loans, workout of distressed companies, and management & sales of state-owned properties & confiscated properties for tax-arrears as mandated by the government.
NPL acquired by KAMCO can be classified into three categories: 1st, Ordinary loans, of which payment has been delayed for three months or longer, whether secured or unsecured. 2 nd , Loans to companies under court provision or liquidation proceedings, whether secured or unsecured, are classified as Corporate loans under in-court restructuring. 3 rd , Loans to companies under private workout program are ‘Corporate loans under private restructuring’. Currently all the loans in this category are those to DAEWOO affiliates.
KAMCO’s disposition strategy is “to dispose of NPLs as quickly and efficiently as possible.” To finance the purchase of NPLs and maintain an appropriate level of liquidity in the NPA fund itself, KAMCO employs various disposition methods. This slide shows the methods that KAMCO has adopted in disposing of individual portfolios. Those include: • Portfolio Sales (with and without equity partnership) • Issuance of Asset Backed Securities. Public and Court Auctions • Joint Venture Companies
The table shows NPL Portfolio of KAMCO as of June 30 2001 in billion dollars. KAMCO has acquired 80.20 billion dollars of NPLs and, out of them, resolved 44.09 billion dollars since November 1997.
KAMCO has purchased NPLs from various financial institutions You can see that KAMCO has bought 48.25% of NPLs from commercial banks and 17.05% of them from investment trust companies.
KAMCO has disposed of 44.09 billion us$ in NPLs over the past three years. Disposition breakdown in shown on the slide including ABS issuance and int’l bidding at USD 6.10billion and 4.84 billion us$.
Now, let me go into further details of our sales. First, International Auctions. International Auction is a very crucial sales strategy KAMCO has utilized since it allows KAMCO to resolve huge volumes of NPLs. Most of the NPLs resolved in the initial stage of resolution, when we focused on speedy resolution, were sold through this method. The next two pages also show our international auctions, their sizes and the successful bidders in the auction. The sales price to face value has improved significantly from the first auction to the last. Lets skip these pages and go on to page 16, Asset Backed Securities.
The next page shows the largest Korean international asset-backed securities transaction that KAMCO has completed. Also, the second largest asset-backed securities transaction that’s been completed out of non-Japan Asia. The transaction in brief was USD 367 million of notes that were sold globally. This transaction was jointly lead by Deutsche Bank and UBS Warburg. The securitized assets were restructured corporate loans as you might imagine coming from KAMCO. All of the loans were puttable back to the original banks that sold the loans to KAMCO.
Asset Management Companies are formed by KAMCO, with 50 to 50 equity partnership from both KAMCO and the investor. As you see in the slide, three joint venture asset management companies have been formed. The partners are Deutsche Bank, Samsung Life Insurance, and Morgan Stanley. Aggregated loan amount of USD 2.0 billion has been sold off to these joint asset management companies.
JV CRC structure is shown on this page. A CRC is set up with equity partnership of 50% each between KAMCO and investors. KAMCO has funded the CRCs with loan from Asia Development bank of five million USD. The investor holds the managerial right of the CRC through the fund management company. However, investment strategies are made under an agreement between KAMCO and the investor.
KAMCO’S EXPERIENCE 2 nd Forum for Asian Insolvency Reform Bangkok, Thailand 16 – 17 December 2002
PARTⅠ Overview on KAMCO NPL Acquisition & Resolution
<ul><li>Apr 6, 1962 </li></ul><ul><li>Established as an agency responsible for the disposition of Non-Performing Assets of KDB </li></ul>Brief History of KAMCO <ul><li>Nov 24, 1997 </li></ul><ul><li>Mandated to acquire and dispose of non-performing loans of financial institutions and to manage the NPA Management Fund </li></ul><ul><li>Apr 1999 </li></ul><ul><li>Further expanded its function as Bad Bank and do carry out more services related to corporate restructuring </li></ul>
Main Functions of KAMCO <ul><li>Management & operation of NPA Fund </li></ul><ul><li>Acquisition & resolution of NPLs </li></ul><ul><li>Workout of distressed companies </li></ul><ul><li>Management and sales of state-owned properties and confiscated properties for tax-arrears as mandated by the government </li></ul>
Loans to companies under private workout programs,which have been agreed by creditors for restructuring distressed assets Loans to companies under court reorganization or composition proceedings whether they are secured or unsecured Classification of NPLs Loans currently in default for 3 months or longer whether they are secured or unsecured Ordinary Loans Corporate Loans under In-court Restructuring Corporate Loans under Private Restructuring
Joint Venture Workouts Restructuring <ul><li>Suspension of Legal Action </li></ul><ul><li>Suspension of Foreclosure </li></ul><ul><li>Lend Working Capital </li></ul><ul><li>Debt-to-Equity Swap </li></ul><ul><li>Payment Guarantee </li></ul><ul><li>Purchase Discount notes (CPs) </li></ul><ul><li>Corporate Restructuring Company </li></ul><ul><li>Asset Management Company </li></ul><ul><li>Corporate Restructuring Vehicle </li></ul>Analysis of NPLs <ul><li>Portfolio Sales </li></ul><ul><li>Securitization (ABS) </li></ul><ul><li>Public Sales </li></ul><ul><li>Foreclosure Sales </li></ul><ul><li>Individual Loan Sales </li></ul>Disposition <ul><li>Discount Outstanding Principal Balance </li></ul><ul><li>Reduce Interest Rate </li></ul><ul><li>Extend Payment Maturity </li></ul><ul><li>Principles & Policies </li></ul>Speedy, Loss Minimizing and Value Upgrading Resolution, Efficient Management, Transparent Procedure and Fair Transaction Strategies Resolution Strategies
NPL Acquisition <ul><li>KAMCO Has Acquired USD 84.68 bn in NPLs since November 1997. </li></ul>(As of October 31, 2002, in billion U.S. Dollars ) (USD 1 = KRW 1,250) Classification Ordinary Loans Restructured Corporate Loans Workout Loans Daewoo Loans Total Purchased 24.13 32.92 1.77 25.87 84.68 Face Value Purchase Price 7.39 13.58 0.38 10.17 31.52 Purchase Price Ratio 30.62% 41.26% 21.49% 39.33% 37.23%
Purchase of NPLs by Type of Institutions <ul><li>KAMCO Has Purchased NPLs from Various Financial Institutions </li></ul>( As of October 31, 2002, in billion U.S. Dollars ) (USD 1 = KRW 1,250) Types of Institutions Purchase Price Ratio Commercial Banks 39.98% Purchase Price 19.65 Loan Amount 49.15 Merchant Banks 46.83% 1.30 2.77 Insurance Companies 24.64% 1.45 5.89 Investment Trust Companies 38.18% 6.58 17.23 Foreign Financial Institutions 42.10% 1.67 3.98 Others 15.39% 0.87 5.67 Total 37.23% 31.52 84.68
NPL Resolution By Diverse Methods <ul><li>KAMCO Has Acquired USD 84.68 bn in NPLs and Has Resolved </li></ul><ul><li>USD 50.04 bn Since November 1997. </li></ul>(As of October 31, 2002, in billion U.S. Dollars) (USD 1 = KRW 1,250) Resolution Methods Accumulated Resolution Ratio Face Value Purchase Value Recovery Value 4.86 1.05 1.28 International Bidding 9.71% 50.04 20.45 23.26 Total 100.00% 6.42 3.37 3.31 ABS Issuance 12.82% 2.06 0.53 0.74 Sale to AMC 4.13% 1.48 0.29 0.54 Sale to CRC 2.96% 1.80 0.45 0.58 Individual Loan Sales 3.60% 6.60 2.07 2.55 Court Auction, Public Sales 13.19% 9.51 3.20 4.48 Collection 19.00% 1.95 1.38 1.68 Daewoo 3.90% 34.68 12.34 15.15 Sub Total 69.30% 15.36 8.11 8.11 Recourse & Cancellation 30.70% * Non-Cash Resolution (Debt-equity swap) : USD 1.57 billion
KAMCO 99-2 Goldman Sachs Consortium Investor : Morgan Stanley Consortium Central Banking Corporation Bid Date 11/10/99 Size KRW 811 Billion (USD 648.8 Million) Outright sales Sales Method Int’l Auction Structure KAMCO 2000-1 Investor : Goldman Sachs / Morgan Stanley / Cerberus Bid Date 7/26/2000 Size KRW1,098 Billion (USD 878.4 Million) Outright sales Sales Method Int’l Auction Structure <ul><li>International Auction(2) - Transactions of Restructured Corporate Loans </li></ul>International Bidding (II)
KAMCO Secured NPL 98-1 Investor : Lone Star Fund II Bid Date 12/9/98 Size KRW 564.6 Billion (USD 451.7 Million) Equity Partnership, Distribute Residual Interest KAMCO : 40%, Lone Star Fund II : 60% Sales Method Int’l Auction Asset Manager J.V. AMC Structure Upside Profit Sharing KAMCO Secured NPL 99-1 Investor : Lone Star Fund II Bid Date 6/22/99 Size KRW 1,038.8 Billion (USD 831 Million) Outright sales Sales Method Int’l Auction Structure KAMCO Secured NPL 99-2 Investor : Goldman Sachs (2) Lone Star (1) Morgan Stanley (5) Deutsche Bank(1) Bid Date 12/8/99 Size KRW 1,022.6 Billion (USD 818.1 Million) Outright sales Sales Method Int’l Auction Structure <ul><li>International Auction(3) - Transactions of Ordinary Loans </li></ul>International Bidding (III)
<ul><li>Domestic & Foreign Asset Backed Securities(ABS) Issuance </li></ul>( As of October 31, 2002 in million U.S. Dollars) (USD 1 = KRW 1,250) ABS Issuance * Based on par value of contract signing date Description Face Value Sales price Mirae 99-1 244.0 236.0 Mirae 99-2 308.0 260.0 Mirae 99-3 190.4 164.0 Mirae 99-4 232.8 181.6 Mirae 2000-1 292.8 248.0 Mirae 2000-2 256.8 236.0 Mirae 2000-3 331.2 276.0 Mirae 2000-4 396.0 160.0 Mirae 2000-5 289.6 252.0 Mirae 2000-6 321.6 270.4 Mirae 2000-7 177.6 144.0 Mirae 2000-8 316.0 232.0 Mirae 2001-1 170.4 128.0 Total 4,149.4 3,315.0 Mirae 2001-2 227.2 160.0 Korea Asset Funding 2000-1 395.0 367.0 Type Domestic Domestic Domestic Domestic Domestic Domestic Domestic Domestic Domestic Domestic Domestic Domestic Domestic Domestic Foreign
<ul><li>International Asset Backed Securities(ABS) Issuance </li></ul>ABS Issuance (International) Issuance Date 7/28/2000 Product Korea Asset Funding 2000-1 Face Value USD 395 Million The amount issued USD 420 Million - Joint Lead Managers : Deutsche Bank & UBS Warburg - Type of Loan : Restructured Corporate Loans with Put Options - Major Investors: Norinchukin Bank ( Asian ) Nomura Principal Finance ( European ) Western Asset Management ( American )
Joint Venture AMCs 1st AMC 2nd,3rd AMC Deutsche Bank & Samsung Life Insurance KAMCO JV-AMC JV-AMC Morgan Stanley & GE Capital KAMCO Bid Date Dec 21, 1999 Face Value KRW 484 billion Bid Date May 9, 2000 Face Value KRW 978 billion Bid Date June 20, 2001 Face Value KRW 531 billion 4th AMC JV-AMC Colony Capital KAMCO Joint Venture AMC
<ul><li>Joint Venture CRCs </li></ul>1st CRC 2nd CRC Bid Date May 23, 2000 Face Value USD 488 million Bid Date Sept 27, 2000 Face Value USD 525.6 million 3rd CRC Bid Date Sept 27, 2000 Face Value USD 124 million (USD 1 = KRW 1,250) Joint Venture CRC Lehman Brothers KAMCO KAMCO LB INVESTORS INC KAMCO SG INVESTORS INC Colony Capital KAMCO Morgan Stanley KAMCO KAMCO MS INVESTORS INC
<ul><li>Joint Venture CRV </li></ul>Joint Venture CRV Hyundai Capital KAMCO First CRV 1st CRV Bid Date Aug 21, 2001 Face Value USD 798.1 million (USD 1 = KRW 1,250)
Individual Corp. Loan Sales - Methods <ul><li>Methods of Sales </li></ul>KIA Electronics Co.,Ltd, Debec Construction, Kumkang Trading co.,Ltd, Seoul Cast-Iron Corp. Sungwon Construction Corp. New Core Co.,Ltd, The Korea Express Co.,Ltd Ssangbangwool Development Co.,Ltd WooBang Co.,Ltd Investor takes over the managerial right of the company by revising the reorganization plans M&A Investor takes over KAMCO’s position Loan Sale
■ KAMCO Has Acquired Daewoo Loans from 14 Daewoo Affili a tes Daewoo Loans - Acquisition (As of October 31, 2002 in billion U.S. Dollars ) (USD 1 = KRW 1,250) ■ Of the USD 25.87 bn of Daewoo Loans Acquired, KAMCO Has Resolved USD 1.95 bn as of October 31, 2002 (As of October 31, 2002 in billion U.S. Dollars) (USD 1 = KRW 1,250) 1.54 25.87 0.41 CRV 1.95 Work-out Payment by Schedule Total 0.00 Loan Type Face Value (a) Purchase Price (b) Ratio (b/a,%) Total 25.87 10.17 39.33 Acquisition Resolution
<ul><li>Resolution Strategies for Each of Daewoo Affiliates </li></ul>Daewoo Loans - Resolution Strategies Companies Resolution Strategies <ul><li>Daewoo Shipbuilding & Marine Engineering Co.,Ltd. </li></ul><ul><li>Daewoo Heavy Industries & Machinery Ltd. </li></ul><ul><li>Daewoo Engineering & Construction Co., Ltd. </li></ul><ul><li>Daewoo International Co., Ltd. </li></ul><ul><li>Kyung Nam Enterprises Ltd. </li></ul><ul><li>Daewoo Motors </li></ul><ul><li>Ssangyong Motor </li></ul><ul><li>Daewoo Motor Sales </li></ul><ul><li>Daewoo Electronics Components Co., Ltd. </li></ul><ul><li>Daewoo Electronics </li></ul><ul><li>Daewoo Telecom Co.,Ltd </li></ul><ul><li>Orion Electronics </li></ul><ul><li>Daewoo Capital Co., Ltd. </li></ul>Sell After Work-out Immediate Sales Spin-Offs (Divestitures, Split-Ups) CRV
Insolvency Law Reform related to Corporate Reorganization (Draft) PART Ⅱ
Integration of Three Insolvency Laws ■ Currently existing Three Laws related to Insolvency, Company Reorganization Act Composition Act Bankruptcy Act ■ New Insolvency Law to be effective early 2003 Abolish composition proceedings Integrate company reorganization proceedings with the bankruptcy proceedings after adding some improvements.
Debtor In Possession ■ Basically, the former CEO will maintain managerial power as a Receiver appointed by the Court ■ Whereas Managerial power will be given to the third person as a Receiver for following cases Debtor responsible for financial distress The volume of Debt is notably higher than that of asset Reasonable request from creditors’ conference Rehabilitation of debtor company is necessary
Reinforcement of The Role of Creditors’ Conference ■ Mandatory formation of the creditors’ conference ■ Power of the creditors’ conference - Present opinions on the appointment of the auditor - May request due diligence on the company’s operation and management after the approval of the reorganization program - May request appointment of the third person as a receiver
Comprehensive Suspension ■ Under the existing Law, “Corporate Reorganization Act” a debtor has to apply for suspension of any individual compulsory execution, upon application of commencement of corporate reorganization proceedings, in case a creditor exercises foreclosure or compulsory execution ■ According to the New Insolvency Law, The Court may order comprehensive suspension to the debtor’s asset