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KAMCO’S EXPERIENCE 2nd Forum for Asian Insolvency Reform

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Presentation on theme: "KAMCO’S EXPERIENCE 2nd Forum for Asian Insolvency Reform"— Presentation transcript:

1 KAMCO’S EXPERIENCE 2nd Forum for Asian Insolvency Reform
Bangkok, Thailand 16 – 17 December 2002

2 PARTⅠ Overview on KAMCO NPL Acquisition & Resolution

3 Brief History of KAMCO Apr 6, 1962
Established as an agency responsible for the disposition of Non-Performing Assets of KDB Nov 24, 1997 Mandated to acquire and dispose of non-performing loans of financial institutions and to manage the NPA Management Fund Apr 1999 Further expanded its function as Bad Bank and do carry out more services related to corporate restructuring Many of you seem to be unaware of the fact that KAMCO existed far before the Asian debacle. Actually, KAMCO was established in 1962 as an intermediary agency of Korea Development Bank, the government owned entity. At this time, KAMCO sold bank NPLs and auctioned off confiscated property from the government on a fee basis. KAMCO’s role has evolved dramatically since its establishment in In 1997 and 1998, the Korean government decided to set up the NPA fund to clean up the country’s astronomical amount of distressed assets in the aftermath of its worst financial crisis.

4 Main Functions of KAMCO
Management & operation of NPA Fund Acquisition & resolution of NPLs Workout of distressed companies Management and sales of state-owned properties and confiscated properties for tax-arrears as mandated by the government KAMCO executes the following operations: Management of Non-Performing Assets management fund, acquisition & resolution of Non-Performing Loans, workout of distressed companies, and management & sales of state-owned properties & confiscated properties for tax-arrears as mandated by the government.

5 Classification of NPLs
Ordinary Loans Loans currently in default for 3 months or longer whether they are secured or unsecured Corporate Loans under In-court Restructuring Loans to companies under court reorganization or composition proceedings whether they are secured or unsecured Corporate Loans under Private Restructuring Loans to companies under private workout programs,which have been agreed by creditors for restructuring distressed assets NPL acquired by KAMCO can be classified into three categories: 1st, Ordinary loans, of which payment has been delayed for three months or longer, whether secured or unsecured. 2nd, Loans to companies under court provision or liquidation proceedings, whether secured or unsecured, are classified as Corporate loans under in-court restructuring. 3rd, Loans to companies under private workout program are ‘Corporate loans under private restructuring’. Currently all the loans in this category are those to DAEWOO affiliates.

6 Resolution Strategies
Principles & Policies Speedy, Loss Minimizing and Value Upgrading Resolution, Efficient Management, Transparent Procedure and Fair Transaction Disposition Strategies Workouts Portfolio Sales Securitization (ABS) Public Sales Foreclosure Sales Individual Loan Sales Suspension of Legal Action Suspension of Foreclosure Lend Working Capital Debt-to-Equity Swap Payment Guarantee Purchase Discount notes (CPs) Analysis of NPLs Restructuring Joint Venture KAMCO’s disposition strategy is “to dispose of NPLs as quickly and efficiently as possible.” To finance the purchase of NPLs and maintain an appropriate level of liquidity in the NPA fund itself, KAMCO employs various disposition methods. This slide shows the methods that KAMCO has adopted in disposing of individual portfolios. Those include: • Portfolio Sales (with and without equity partnership) • Issuance of Asset Backed Securities. Public and Court Auctions • Joint Venture Companies Discount Outstanding Principal Balance Reduce Interest Rate Extend Payment Maturity Corporate Restructuring Company Asset Management Company Corporate Restructuring Vehicle

7 Restructured Corporate Loans
NPL Acquisition KAMCO Has Acquired USD bn in NPLs since November 1997. (USD 1 = KRW 1,250) (As of October 31, 2002, in billion U.S. Dollars) Classification Purchased Face Value Purchase Price Purchase Price Ratio Ordinary Loans 24.13 7.39 30.62% Restructured Corporate Loans 32.92 13.58 41.26% Workout Loans 1.77 0.38 21.49% Daewoo Loans 25.87 10.17 39.33% The table shows NPL Portfolio of KAMCO as of June 30 2001 in billion dollars. KAMCO has acquired billion dollars of NPLs and, out of them, resolved billion dollars since November 1997. Total 84.68 31.52 37.23%

8 Investment Trust Companies Foreign Financial Institutions
Purchase of NPLs by Type of Institutions KAMCO Has Purchased NPLs from Various Financial Institutions (As of October 31, 2002, in billion U.S. Dollars) (USD 1 = KRW 1,250) Types of Institutions Loan Amount Purchase Price Purchase Price Ratio Commercial Banks 49.15 19.65 39.98% Merchant Banks 2.77 1.30 46.83% Insurance Companies 5.89 1.45 24.64% Investment Trust Companies 17.23 6.58 38.18% Foreign Financial Institutions 3.98 1.67 42.10% KAMCO has purchased NPLs from various financial institutions You can see that KAMCO has bought 48.25% of NPLs from commercial banks and 17.05% of them from investment trust companies. Others 5.67 0.87 15.39% Total 84.68 31.52 37.23%

9 NPL Resolution By Diverse Methods
KAMCO Has Acquired USD bn in NPLs and Has Resolved USD bn Since November 1997. (USD 1 = KRW 1,250) (As of October 31, 2002, in billion U.S. Dollars) Resolution Methods Accumulated Resolution Ratio Face Value Purchase Value Recovery Value International Bidding 4.86 1.05 1.28 9.71% ABS Issuance 6.42 3.37 3.31 12.82% Sale to AMC 2.06 0.53 0.74 4.13% Sale to CRC 1.48 0.29 0.54 2.96% Individual Loan Sales 1.80 0.45 0.58 3.60% Court Auction, Public Sales 6.60 2.07 2.55 13.19% Collection 9.51 3.20 4.48 19.00% Daewoo 1.95 1.38 1.68 3.90% Sub Total 34.68 12.34 15.15 69.30% KAMCO has disposed of billion us$ in NPLs over the past three years. Disposition breakdown in shown on the slide including ABS issuance and int’l bidding at USD 6.10billion and 4.84 billion us$. Recourse & Cancellation 15.36 8.11 8.11 30.70% Total 50.04 20.45 23.26 100.00% * Non-Cash Resolution (Debt-equity swap) : USD 1.57 billion

10 International Bidding (I)
International Auction(1) - Transactions of Restructured Corporate Loans KAMCO 98-1 Investor : Goldman Sachs Bid Date 9/1/98 Size KRW Billion (USD 166 Million) Sales Method Int’l Auction Structure Profit Sharing, Distribute Residual Interest Asset Manager Purchaser Upside Profit Sharing KAMCO : 60%, Goldman Sachs : 40% KAMCO 99-1 Investor : Goldman Sachs Consortium Morgan Stanley Consortium Bid Date Now, let me go into further details of our sales. First, International Auctions. International Auction is a very crucial sales strategy KAMCO has utilized since it allows KAMCO to resolve huge volumes of NPLs. Most of the NPLs resolved in the initial stage of resolution, when we focused on speedy resolution, were sold through this method. The next two pages also show our international auctions, their sizes and the successful bidders in the auction. The sales price to face value has improved significantly from the first auction to the last. Lets skip these pages and go on to page 16, Asset Backed Securities. 5/27/99 Size KRW Billion (USD Million) Sales Method Int’l Auction Structure Outright sales

11 International Bidding (II)
International Auction(2) - Transactions of Restructured Corporate Loans KAMCO 99-2 Goldman Sachs Consortium Investor : Morgan Stanley Consortium Central Banking Corporation Bid Date 11/10/99 Size KRW 811 Billion (USD Million) Sales Method Int’l Auction Structure Outright sales KAMCO Investor : Goldman Sachs / Morgan Stanley / Cerberus Bid Date 7/26/2000 Size KRW1,098 Billion (USD Million) Sales Method Int’l Auction Structure Outright sales

12 International Bidding (III)
International Auction(3) - Transactions of Ordinary Loans KAMCO Secured NPL 98-1 Investor : Lone Star Fund II Bid Date 12/9/98 Size KRW Billion (USD Million) Sales Method Int’l Auction Structure Equity Partnership, Distribute Residual Interest Asset Manager J.V. AMC Upside Profit Sharing KAMCO : 40%, Lone Star Fund II : 60% KAMCO Secured NPL 99-1 Investor : Lone Star Fund II Bid Date 6/22/99 Size KRW 1,038.8 Billion (USD 831 Million) Sales Method Int’l Auction Structure Outright sales KAMCO Secured NPL 99-2 Investor : Goldman Sachs (2) Lone Star (1) Morgan Stanley (5) Deutsche Bank(1) Bid Date 12/8/99 Size KRW 1,022.6 Billion (USD Million) Sales Method Int’l Auction Structure Outright sales

13 * Based on par value of contract signing date
ABS Issuance Domestic & Foreign Asset Backed Securities(ABS) Issuance (USD 1 = KRW 1,250) (As of October 31, 2002 in million U.S. Dollars) Description Face Value Sales price Type Mirae 99-1 244.0 236.0 Domestic Mirae 99-2 308.0 260.0 Domestic Mirae 99-3 190.4 164.0 Domestic Mirae 99-4 232.8 181.6 Domestic Mirae 292.8 248.0 Domestic Mirae 256.8 236.0 Domestic Mirae 331.2 276.0 Domestic Mirae 396.0 160.0 Domestic Mirae 289.6 252.0 Domestic Korea Asset Funding 395.0 367.0 Foreign Mirae 321.6 270.4 Domestic Mirae 177.6 144.0 Domestic Mirae 316.0 232.0 Domestic Mirae 170.4 128.0 Domestic Mirae 227.2 160.0 Domestic Total 4,149.4 3,315.0 * Based on par value of contract signing date

14 ABS Issuance (International)
International Asset Backed Securities(ABS) Issuance Issuance Date 7/28/2000 Product Korea Asset Funding Face Value USD 395 Million The amount issued USD 420 Million - Joint Lead Managers : Deutsche Bank & UBS Warburg - Type of Loan : Restructured Corporate Loans with Put Options - Major Investors: Norinchukin Bank ( Asian ) Nomura Principal Finance ( European ) Western Asset Management ( American ) The next page shows the largest Korean international asset-backed securities transaction that KAMCO has completed. Also, the second largest asset-backed securities transaction that’s been completed out of non-Japan Asia. The transaction in brief was USD 367 million of notes that were sold globally. This transaction was jointly lead by Deutsche Bank and UBS Warburg. The securitized assets were restructured corporate loans as you might imagine coming from KAMCO. All of the loans were puttable back to the original banks that sold the loans to KAMCO.

15 Joint Venture AMC Joint Venture AMCs 1st AMC JV-AMC 2nd,3rd AMC JV-AMC
Bid Date Dec 21, 1999 Face Value KRW 484 billion JV-AMC Deutsche Bank & Samsung Life Insurance KAMCO 2nd,3rd AMC Bid Date May 9, 2000 Face Value KRW 978 billion JV-AMC Morgan Stanley & GE Capital KAMCO 4th AMC Bid Date June 20, 2001 Face Value KRW 531 billion JV-AMC Asset Management Companies are formed by KAMCO, with 50 to 50 equity partnership from both KAMCO and the investor. As you see in the slide, three joint venture asset management companies have been formed. The partners are Deutsche Bank, Samsung Life Insurance, and Morgan Stanley. Aggregated loan amount of USD 2.0 billion has been sold off to these joint asset management companies. Colony Capital KAMCO

16 Joint Venture CRC Joint Venture CRCs 1st CRC KAMCO LB INVESTORS INC
Bid Date May 23, 2000 Face Value USD 488 million Lehman Brothers KAMCO 2nd CRC Bid Date Sept 27, 2000 Face Value USD million KAMCO SG INVESTORS INC Colony Capital KAMCO 3rd CRC Bid Date Sept 27, 2000 Face Value USD 124 million KAMCO MS INVESTORS INC JV CRC structure is shown on this page. A CRC is set up with equity partnership of 50% each between KAMCO and investors. KAMCO has funded the CRCs with loan from Asia Development bank of five million USD. The investor holds the managerial right of the CRC through the fund management company. However, investment strategies are made under an agreement between KAMCO and the investor. Morgan Stanley KAMCO (USD 1 = KRW 1,250)

17 Joint Venture CRV Joint Venture CRV 1st CRV First CRV Hyundai Capital
Bid Date Aug 21, 2001 Face Value USD million (USD 1 = KRW 1,250) Hyundai Capital KAMCO First CRV

18 Individual Corp. Loan Sales - Methods
Methods of Sales Investor takes over the managerial right of the company by revising the reorganization plans M&A New Core Co.,Ltd, The Korea Express Co.,Ltd Ssangbangwool Development Co.,Ltd WooBang Co.,Ltd Investor takes over KAMCO’s position Loan Sale KIA Electronics Co.,Ltd, Debec Construction, Kumkang Trading co.,Ltd, Seoul Cast-Iron Corp. Sungwon Construction Corp.

19 Daewoo Loans - Acquisition
■ KAMCO Has Acquired Daewoo Loans from 14 Daewoo Affiliates (USD 1 = KRW 1,250) (As of October 31, 2002 in billion U.S. Dollars) Loan Type Face Value (a) Purchase Price (b) Ratio (b/a,%) Total 25.87 10.17 39.33 ■ Of the USD bn of Daewoo Loans Acquired, KAMCO Has Resolved USD 1.95 bn as of October 31, 2002 (USD 1 = KRW 1,250) (As of October 31, 2002 in billion U.S. Dollars) Acquisition Resolution 25.87 CRV 0.41 Payment by Schedule 1.54 Work-out 0.00 Total 1.95

20 Resolution Strategies Spin-Offs (Divestitures, Split-Ups)
Daewoo Loans - Resolution Strategies Resolution Strategies for Each of Daewoo Affiliates Resolution Strategies Companies Sell After Work-out Daewoo Shipbuilding & Marine Engineering Co.,Ltd. Daewoo Heavy Industries & Machinery Ltd. Daewoo Engineering & Construction Co., Ltd. Daewoo International Co., Ltd. Kyung Nam Enterprises Ltd. Immediate Sales Daewoo Motors Ssangyong Motor Daewoo Motor Sales Daewoo Electronics Components Co., Ltd. Spin-Offs (Divestitures, Split-Ups) Daewoo Electronics Daewoo Telecom Co.,Ltd CRV Orion Electronics Daewoo Capital Co., Ltd.

21 Insolvency Law Reform related to Corporate Reorganization (Draft)
PART Ⅱ Insolvency Law Reform related to Corporate Reorganization (Draft)

22 Integration of Three Insolvency Laws
■ Currently existing Three Laws related to Insolvency,  Company Reorganization Act  Composition Act  Bankruptcy Act ■ New Insolvency Law to be effective early 2003  Abolish composition proceedings  Integrate company reorganization proceedings with the bankruptcy proceedings after adding some improvements.

23 Debtor In Possession  Debtor responsible for financial distress
■ Basically, the former CEO will maintain managerial power as a Receiver appointed by the Court ■ Whereas Managerial power will be given to the third person as a Receiver for following cases  Debtor responsible for financial distress  The volume of Debt is notably higher than that of asset  Reasonable request from creditors’ conference  Rehabilitation of debtor company is necessary

24 Reinforcement of The Role of Creditors’ Conference
■ Mandatory formation of the creditors’ conference ■ Power of the creditors’ conference - Present opinions on the appointment of the auditor - May request due diligence on the company’s operation and management after the approval of the reorganization program - May request appointment of the third person as a receiver

25 Comprehensive Suspension
■ Under the existing Law, “Corporate Reorganization Act” a debtor has to apply for suspension of any individual compulsory execution, upon application of commencement of corporate reorganization proceedings, in case a creditor exercises foreclosure or compulsory execution ■ According to the New Insolvency Law, The Court may order comprehensive suspension to the debtor’s asset


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