Fact Source: Financial Supervisory Service DART
💡 3-Second Summary
This filing discloses that Hanwha Ocean finalized a transaction closing agreement with Hanwha Corporation on November 21, 2024, regarding joint liability obligations, cost settlements, and indemnity terms for wind power projects being acquired from Hanwha Corporation.
📊 [Key Disclosure Highlights & Summary]
- Filing Type: Other Major Management Matters (Voluntary Disclosure – Amendment)
- Related Filing Submission Date: September 27, 2024
- Reason for Amendment: Addition of details regarding the execution of the transaction closing agreement for the wind power business acquisition
[Amended Details: Commitment Letter & Closing Agreement for Wind Power Business]
- Target Projects: Sinan Oui Offshore Wind Power Project and Yangyang Suri Onshore Wind Power Project (collectively, “the Projects”)
- Commitment Letter Details:
- To be submitted upon request from co-business entities and/or lenders of the Projects
- Hanwha Corporation directly assumes and performs obligations as a direct contracting party and primary debtor
- Hanwha Ocean is added as a new party to the Projects and contracts, assuming joint and several liabilities
- Execution of Closing Agreement:
- Agreement Date: November 21, 2024 (Counterparty: Hanwha Corporation)
- Cost Settlement: Reasonable expenses incurred by Hanwha Corporation due to the submission of the commitment letter shall be settled and paid by Hanwha Ocean post-facto
- Indemnification: If Hanwha Ocean incurs damages related to the Sinan Oui Offshore Wind Power Project, Hanwha Corporation shall pay corresponding compensation
- Occurrence and amounts of settlements or damages remain unconfirmed as of the disclosure date
[Overview of Main Business Acquisition Details]
- Wind Power Business Acquisition
- Target Assets: Assets, liabilities, contracts, and permits related to the wind power business
- Acquisition Price: KRW 188.1B (Subject to final adjustment based on net assets within 2 months of closing)
- Price-to-Asset Ratio: 1.3% (Based on FY2023 consolidated assets of KRW 13.945T)
- Transferor: Hanwha Corporation / Expected Transfer Date: December 1, 2024
- Plant Business Acquisition
- Target Assets: Assets, liabilities, contracts, and permits related to the plant business
- Acquisition Price & Total Transaction Value: Acquisition price KRW 214.4B minus settlement adjustment KRW 4.4B, resulting in total transaction value of KRW 210B
- Price-to-Asset Ratio: 1.5%
- Transferor: Hanwha Corporation / Expected Transfer Date: July 1, 2024
- Other Terms: Separate agreement executed on July 1, 2024, where Hanwha Corporation covers liquidated damages up to a cap (10% of total contract amount) if incurred under plant construction contracts
📝 Editor’s Comment (Key Follow-up Checkpoint)
📌 Completion of Wind Business Acquisition and Settlement Execution
This amendment establishes the financial settlement and indemnity structure between affiliates following lender-required joint liability commitments for the wind projects, making it essential to monitor whether the transaction closing and final acquisition price adjustments proceed as planned after the target completion date (December 1, 2024). Verification of these terms is critical for evaluating the balance between assumed joint liabilities and contractual protection mechanisms on the company’s future financial condition. Relevant operational progress and final settlement details can be verified through future regular financial reports (Quarterly, Semi-Annual, or Annual Business Reports) or subsequent official public disclosures.
📢 Disclaimer & Source Notice
Source: This content was newly structured based on official data submitted to the Financial Supervisory Service’s DART system.
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