This article was published on March 12, 2025, at 4:24 p.m. on the ChosunBiz MoneyMove site.
As one of the top three supermarkets in the country, Homeplus entered corporate rehabilitation procedures on the 4th. It has been reported that the largest shareholder, private equity firm MBK Partners, did not inform the National Pension Service, its co-investor, beforehand about ceding repayment rights on its investment in Homeplus. Although there were claims that both sides had coordinated and returned the repayment rights, the National Pension Service strongly denied that this was the case.
MBK stated that it made this decision to reduce Homeplus's liability ratio, noting that it had no obligation to inform the pension fund and believed this decision would benefit co-investors as well.
The reason why MBK claims it has no obligation to inform is that there is a special purpose company involved between Homeplus and the investors, including the National Pension Service.
MBK owns 100% equity in Homeplus through the special purpose company Korea Retail Investment. This applies to the co-investors, including the National Pension Service, who invested 700 billion won in Homeplus's redeemable convertible preferred shares. The structure goes from MBK and co-investors to Korea Retail Investment (SPC) to Homeplus.
The confusion arises because the redeemable convertible preferred shares (RCPS) acquired by co-investors differ from those directly issued by Homeplus. It is helpful to understand that the RCPS issued by Korea Retail Investment to investors including the National Pension Service is RCPS①, while the RCPS issued by Homeplus to Korea Retail Investment is RCPS②.
The claim that the repayment rights of RCPS have been transferred to the issuer, Homeplus, refers to RCPS②, which is issued by Homeplus to Korea Retail Investment. The repayment rights of RCPS①, which the National Pension Service acquired, remain intact. This is why the National Pension Service asserts, 'We have never agreed to changes in the issuance conditions of the RCPS, and there have been no changes compared to the terms at the time of investment.'
The key issue is whether Korea Retail Investment obtained consent from the National Pension Service or provided prior notification in the process of transferring the RCPS② repayment rights. Formally, it pertains to changing the conditions of RCPS② in which the National Pension Service has invested, but in practice, it reduces the repayment ability of RCPS①.
It appears that MBK believes that even if it risks reducing the repayment potential of co-investors, lowering Homeplus's liability ratio is a decision that benefits everyone.
A representative of MBK Partners noted, 'For co-investors, including the National Pension Service, it is only possible to recover investments if Homeplus does well,' adding that 'transferring the repayment rights of RCPS② is aimed at lowering Homeplus's liability ratio and maintaining its credit rating, which is beneficial for Homeplus.' They further stated, 'Since the interests are aligned with co-investors, there was no need to inform separately.'
The National Pension Service claims that it has already recovered half of the principal investment of 600 billion won in RCPS. On the 7th, the pension fund released a statement noting, 'We have recovered 313.1 billion won from the Homeplus investment through refinancing and dividends so far.' However, it has been noted that considering compound interest regulations, the expected recovery amount is not 600 billion won, but rather reaches 1 trillion won.
The possibility of recovering the remaining RCPS will likely depend on the investigation results from Samil Accounting Corporation. The investigation report is expected to contain details regarding Homeplus's financial status, business value, and other assets and liabilities. The court is anticipated to take steps to prioritize creditor claims in the future, following the sequence of 'secured creditors - unsecured creditors - investors in RCPS issued by the special purpose company (SPC) - institutional investors who contributed to the SPC.'