This article was posted on the ChosunBiz MoneyMove (MM) site at 4:36 p.m. on Sept. 23, 2025.
An e-commerce platform 11Street call option exercise will become possible again on Oct. 3. 11Street's parent company, SK Square, is in talks with financial investors (FIs) Nile Holdings consortium (National Pension Service, H&Q Korea Partners, MG Saemaeul Geumgo) and is known to prefer partly repaying instead of exercising the call option and deferring the remainder.
SK Square is said to be concerned that exercising the call option carries a high risk of breach of duty. Moreover, with the amended Commercial Act in force, requiring boards to perform duties for shareholders' benefit, exercising the call option under the original terms could likely provoke opposition from SK Square shareholders. Coincidentally, among SK Square's major shareholders is the National Pension Service, which is also an FI in 11Street.
According to the investment banking industry on the 23rd, SK Square and H&Q Korea are continuing negotiations over whether to exercise the 11Street call option. Under their contract, FIs including H&Q Korea can ask SK Square from Oct. 3 whether they will exercise the call option.
SK must respond by Dec. 3, but a decision could come as early as early November. Considering that a long 10-day Chuseok holiday (including weekends) falls from early October, the actual time both sides have to negotiate is said to be less than four weeks.
According to the industry, both sides have put on the table options such as repaying only part and deferring the rest instead of exercising the call option. However, because that would require first abandoning the call option contract, Nile Holdings is reportedly not very keen on the idea, industry sources in investment banking say.
If they decide to repay only part, how to value 11Street has not been determined. Earlier, SK received 500 billion won in investment in exchange for transferring 18.18% of 11Street. 11Street failed to complete an initial public offering (IPO) by the promised deadline of Sept. 30, 2023, and eventually call-and-drag was triggered, putting SK in a position to exercise the call option and buy back the FIs' equity. However, when SK Square gave up its right at the first call option exercise time in Nov. 2023, H&Q pushed to transfer control to a third party, including SK Square's equity.
SK still worries that exercising the call option would spark allegations of breach of duty. Breach of duty means that a person entrusted with another's affairs violates that duty to obtain financial gain. With the valuations of commerce platforms generally plummeting except for Coupang, if SK pays a high price to buy back 11Street equity, it could constitute a breach of duty toward SK Square's corporation and shareholders.
Moreover, with the Commercial Act amended in July, an officer's duty of loyalty now extends not only to the corporation but also to shareholders. That means the board must protect the interests of all shareholders when making decisions.
Coincidentally, the National Pension Service is both an FI in 11Street and the second-largest shareholder of SK Square. As of the end of the first half, it held 7.98% equity in SK Square.