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As major affiliates of JoongAng Group, including the JoongAng Ilbo and JTBC, have entered court receivership and workout due to a liquidity crunch, market attention is focusing on the future course of SLL JoongAng, the group's only remaining sound affiliate.

SLL JoongAng is assessed as having sufficient potential to survive on its own, but given indicators such as the debt ratio, it does not mean there is no financial burden at all, making asset sales necessary. In the market, there is talk that, following the sale of equity in Tving, SLL JoongAng may move to wind down Tornado Enterprises, a core asset of its U.S. business.

According to the investment banking (IB) industry on the 23rd, SLL JoongAng is reviewing asset securitization measures, including the sale of equity in Tving. In the market, Tornado Enterprises, a core asset of the U.S. business, is also being mentioned as a potential sale target following Tving.

The market views SLL JoongAng as effectively the last high-quality asset within JoongAng Group. Unlike other affiliates that faced a liquidity crisis due to cross-guarantees and payment guarantees, SLL JoongAng has relatively escaped these debt links and maintained an independent business structure. There is also an assessment that a significant portion of the group's overall corporate value is concentrated in SLL JoongAng, given its content production capabilities, intellectual property (IP), and key production labels.

◇ Tving and Tornado exit card emerges

The card drawing industry attention is the U.S. business. In 2021, to enter the U.S. market, SLL JoongAng acquired 80% equity in Tornado Enterprises for about 133.8 billion won. Tornado Enterprises is a holding company that owns the U.S. studio WIIP. At the time, SLL JoongAng moved to secure North American production capabilities in line with the expansion of the global content market.

Currently, under SLL America, SLL Shark Holdings owns Tornado Enterprises, and Tornado Enterprises controls WIIP.

SLL JoongAng has injected substantial funds as it expanded its U.S. business. As of the first quarter of this year, SLL JoongAng has provided about 80.4 billion won in long-term loans to its U.S. subsidiary, SLL America. It is also offering payment guarantees of about 55.7 billion won related to attracting investment from the U.S. private equity fund (PEF) manager Atwater, and about 75.7 billion won related to WIIP borrowing fund. The direct and indirect exposure related to the U.S. business alone comes to around 200 billion won.

In the industry, the sale of Tornado is seen not as a simple asset disposal but as a move to reduce the financial burden related to the U.S. business. If a sale takes place, it is expected to not only secure cash but also ease the burden of loans and payment guarantees linked to the U.S. business.

By contrast, the likelihood of selling core production assets such as Climax Studio and Hi-Zium Studio is seen as relatively low. These production companies are core assets symbolizing SLL JoongAng's content production capabilities and support a significant portion of its corporate value. If the U.S. business and equity in Tving have a relatively independent investment-asset character, the key production labels correspond to SLL JoongAng's main business itself.

◇ From JoongAng Group's perspective, the key is SLL JoongAng's valuation

Separate from SLL JoongAng securing funds on its own, JoongAng Group is highly likely to push the sale of SLL JoongAng equity.

Even if the sales of Tving and Tornado go through, there is an outlook that the secured funds will be hard to translate directly into group-level liquidity. This is because SLL JoongAng, as an independent corporation, also holds a sizable amount of borrowings, making it highly likely that a significant portion of the asset-sale proceeds will first be used to improve its own financial structure. If SLL JoongAng remits the sale proceeds to the parent company, SLL JoongAng's creditors will inevitably object.

As of the end of the first quarter of this year, SLL JoongAng carries about 380 billion won in interest-bearing liabilities, including repayment of short-term borrowings and long-term borrowings and corporate bonds. Funds secured through asset sales are expected to be used first for repaying borrowings and improving the financial structure. In addition, it holds long-term loans to its U.S. subsidiary, SLL America, making the financial burden related to the U.S. business not insignificant.

Ultimately, for JoongAng Group to secure liquidity of meaningful scale, a likely option is leveraging the SLL JoongAng equity held by Contentree JoongAng. The means of securing cash at the group level essentially hinges on selling SLL JoongAng equity.

Currently, the largest shareholder of SLL JoongAng is Contentree JoongAng, which holds 53.82% equity. When SLL JoongAng attracted investment in 2021 from Praxis Capital Partner and Tencent, it was valued at about 1.2 trillion won. Applying that assessment simply, the value of the equity held by Contentree JoongAng is also estimated to be considerable.

However, even if a sale is pursued, the biggest variable is the valuation. With a slowdown in the content industry and the domestic and overseas OTT markets, there is an assessment that it will be hard to receive the same corporate valuation as at the time of the past fundraising. The fact that SLL JoongAng's recent efforts to attract new investment have not borne fruit is also interpreted as showing that market expectations have changed from the past.

The issue is that if it is sold at a lower price, the liquidity that Contentree JoongAng can actually secure may be smaller than expected. Interests of financial investors (FIs) are intricately entangled in SLL JoongAng's equity, and security interests are also established on some shares. Accordingly, even if sale proceeds arise, there is talk that a significant portion may be used first for investors' capital recovery or the resolution of security interests.

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