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Lotte Group is pushing a plan to sell Lotte Rental to global private equity fund (PEF) manager Texas Pacific Group (TPG) for 1.3 trillion won. TPG, which showed far stronger intent to acquire than other large PEs, has pursued the purchase since early in the year. (Related article☞[Exclusive] TPG, the No. 2 shareholder of Kakao Mobility, weighs buying Lotte Rental)

In early on the 1st there was also speculation that Lotte Group could join as a subordinated investor in the buyout fund to raise the sale price. (Related article☞Instead of cutting the Lotte Rental sale price more, will it remain subordinated… Lotte Corporation's price-defense math)

Compared with when it signed a sale agreement with Affinity Equity Partners earlier, the per-share price is down more than 20%, but there is an assessment that for Lotte this is a defended transaction in that it can secure cash in the 1 trillion won range through a full equity sale.

A view of the Lotte Rent-a-Car Seoul Station branch (file photo). /Courtesy of Lotte Rental

According to the investment banking (IB) industry on the 1st, Lotte Group is in last-minute talks to sell the entire roughly 61.18% equity in Lotte Rental held by Hotel Lotte and Busan Lotte Hotel to TPG. The sale price is expected to be set at about 1.3 trillion won.

TPG is said to have effectively continued one-on-one negotiations with Lotte for months. Names of global large private equity managers such as Kohlberg Kravis Roberts (KKR), Carlyle, Bain Capital, EQT Partners, Blackstone and Anchor PE were mentioned, and there were also rumors that LG Group was interested, but they are understood not to have pursued an acquisition.

If this transaction goes through, the sale structure will differ from the earlier Affinity transaction. When Lotte Group signed a stock purchase agreement (SPA) with Affinity last year, it agreed to sell only 56.17% of the equity held by Hotel Lotte and Busan Lotte Hotel and to keep about 5%. The number of shares for sale at the time was 20,396,594, and the price was 1.5729 trillion won. The per-share sale price was 77,115 won.

By contrast, in the current talks with TPG, the entire roughly 61.18% equity held by Hotel Lotte and Busan Lotte Hotel is expected to be the sale target. The total number of shares for sale is 22,212,063, about 1,815,000 more than in the transaction with Affinity.

Given that the total sale price is about 1.3 trillion won, the per-share price is estimated to be formed around 58,000 won. That is about 25% lower than the per-share price (77,115 won) in the transaction with Affinity.

On the surface, this transaction sells Lotte Rental at a lower price than in the past. Compared with the contract signed with Affinity, the equity targeted for sale has increased, but both the total sale price and the per-share price are lower.

However, the IB industry says that given current market conditions, this is a very well-defended transaction for Lotte. After the Affinity transaction fell through, a combination of price burdens, acquisition financing conditions and uncertainty about the rental car market meant there were not many bidders eager to jump into the Lotte Rental auction. With most large PEs turning to a wait-and-see stance, there were also significant concerns that if TPG dropped out, the sale process itself could be prolonged.

From Lotte's perspective, rather than leaving some equity to aim for a later revaluation, it appears to have chosen to dispose of its entire equity at once and secure cash in the 1 trillion won range. Although the per-share price is lower than in the transaction with Affinity, fully exiting allows Lotte to clear uncertainties related to Lotte Rental and secure liquidity, which is not insignificant.

From TPG's perspective, it gains an opportunity to acquire the country's No. 1 rental car operator at a lower price than in the previous transaction. TPG is the No. 2 shareholder of Kakao Mobility and is currently seeking ways to recoup its Kakao Mobility investment. The industry believes TPG aims to combine Lotte Rental with Kakao Mobility to build a mobility business portfolio spanning fleet operation, rental cars, used-car sales and platform hailing services, then grow corporate value. Some observers say it could bundle the two companies and push for a bulk sale targeting a valuation around 8 trillion won.

However, an SPA has not yet been signed, so the final sale price and transaction structure could change in last-minute negotiations. Lotte and TPG are said to be coordinating detailed terms after due diligence and price talks.

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