Korea Finance Corporation in $750 Million Notes Offering

Cleary Gottlieb represented Korea Finance Corporation in its inaugural SEC-registered offering of $750 million 3.25% notes due 2016. The notes were listed on the Singapore Stock Exchange. Barclays Capital, BNP Paribas, Citi, Credit Suisse and the Korea Development Bank were the joint bookrunners for the offering. The deal closed on September 20, 2010.

KoFC was established in October 2009 as a policy finance institution pursuant to the Korea Finance Corporation Act in order to strengthen national competitiveness, to promote job growth in Korea, and to contribute to the sound growth of the financial markets and the national economy of Korea. As a policy finance institution wholly owned and financially supported by the Korean government, KoFC was eligible to file a registration statement under Schedule B.

The Korean government established KoFC to succeed to the policy bank role of KDB, which the Korean government plans to privatize, by spinning off a portion of KDB’s assets, liabilities and shareholders’ equity. In the spin-off, KDB’s equity holdings in government-controlled companies and certain private sector companies acquired during previous restructuring programs were transferred to KoFC, so KoFC could have been considered an investment company under the Investment Company Act of 1940. To remove any uncertainty as to its status, KoFC applied for and was granted an order from the SEC exempting it from all provisions of the 1940 Act pursuant to Section 6(c) of such Act.