/Courtesy of S&I Corporation

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Macquarie Asset Management PE (Macquarie PE) is understood to have halted the sale of its controlling stake in the real estate facility management (FM) company S&I. From Macquarie's standpoint, there is no reason to lower the price right now. That is because it has already recovered more than 65% of the roughly 200 billion won in equity it invested when acquiring S&I through dividends and a capital reorganization (recap).

On the 28th, the investment banking (IB) industry said Macquarie PE had negotiated the sale of S&I's controlling equity with a small number of potential buyers but recently halted related talks. In today's cautious mergers and acquisitions (M&A) market, the seller and the buyers reportedly could not bridge their gap over how much of S&I's growth potential to reflect in its corporate value.

Macquarie PE acquired 60% equity in S&I for about 360 billion won in 2022. Through the acquisition vehicle Shincopation Holdings, it raised roughly 185 billion won in acquisition financing and injected about 200 billion won in equity from MKOF 5, a fund managed by Macquarie PE.

Since the acquisition, S&I has steadily paid shareholder dividends. S&I paid 25 billion won in 2023, 30 billion won in 2024, and about 35 billion won last year, totaling 90 billion won over the past three years. Based on a simple 60% equity stake, Shincopation Holdings' share amounts to about 54 billion won.

Last year, a recap through acquisition-financing refinancing was also carried out. In the 280 billion won refinancing, Shincopation Holdings repaid about 160 billion won in existing debt while returning 80 billion won to equity investors. Another 40 billion won was set as a revolving credit facility (RCF). Without selling the controlling equity, it increased borrowing to recoup part of the principal first.

Adding 54 billion won in dividends and 80 billion won from the recap, Macquarie is estimated to have secured 134 billion won since investing in S&I. That is 67% of the initial 200 billion won equity investment. Even conservatively, it has recovered more than 65% of the principal in about four years. Nevertheless, it still holds 60% of the controlling equity in S&I, leaving additional proceeds to be realized upon a future sale.

This is cited as one reason Macquarie PE was able to halt negotiations without lowering the price during the recent S&I sale process. The market has floated an overall corporate value for S&I of around 900 billion won. The deal reportedly did not progress because buyers did not fully accept that price.

Typically, private equity fund (PEF) managers partially recoup their investment through dividends or a recap before selling an investee corporation's equity. The more they recover in advance, the less pressure there is on the final sale price, and the greater the flexibility to time the exit.

S&I's performance has been steadily improving. Revenue rose from 201 billion won in 2021 to 880.9 billion won last year, while operating profit increased from 10.5 billion won to 49.6 billion won over the same period. Last year's earnings before interest, taxes, depreciation and amortization (EBITDA) is estimated at around 60 billion won. Thanks to stable cash generation, it has been able to keep paying dividends and even carry out a recap.

Macquarie PE is expected to watch the results of S&I's growth businesses, such as data centers and integrated asset management, for the time being and resume a sale when market conditions improve.

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