As filed with the Securities and Exchange Commission on September 21, 2020
Registration Statement No. 333-217916
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 12 |
TO
REGISTRATION STATEMENT
UNDER
SCHEDULE B
OF
THE SECURITIES ACT OF 1933
THE EXPORT-IMPORT BANK OF KOREA
(Name of Registrant)
THE REPUBLIC OF KOREA
(Name of Co-Registrant and Guarantor)
Names and Addresses of Authorized Representatives in the United States:
Jung-Hyun Lee or Young-Rok Kim Duly Authorized Representatives of The Export-Import Bank of Korea 460 Park Avenue, 8th Floor New York, NY 10022 |
Minsik Shin Duly Authorized Representative of The Republic of Korea 460 Park Avenue, 9th Floor New York, NY 10022 |
Copies to:
Jinduk Han, Esq.
Cleary Gottlieb Steen & Hamilton LLP
c/o 19F, Ferrum Tower
19, Eulji-ro 5-gil, Jung-gu
Seoul 04539
The Republic of Korea
The securities registered hereby will be offered on a delayed or continuous basis pursuant to the procedures set forth in Securities Act Release Nos. 33-6240 and 33-6424.
This Post-Effective Amendment No. 12 is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the Securities Act).
EXPLANATORY NOTE
This Post-Effective Amendment No. 12 to the registrants Registration Statement under Schedule B (File No. 333-217916), declared effective by the Securities and Exchange Commission on July 20, 2020, is being filed solely for the purpose of filing M13 and M-14 to such Registration Statement pursuant to Rule 462(d) under the Securities Act. This Post-Effective Amendment No. 12 is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act. No changes or additions are being made hereby to the Prospectus which forms part of such Registration Statement.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 11. | Estimated Expenses.* |
It is estimated that our expenses in connection with the sale of the debt securities, warrants and guarantees hereunder, exclusive of compensation payable to underwriters and agents, will be as follows:
SEC Registration Fee |
US$ | 560,000 | ||
Printing Costs |
250,000 | |||
Legal Fees and Expenses |
450,000 | |||
Fiscal Agent Fees and Expenses |
50,000 | |||
Blue Sky Fees and Expenses |
50,000 | |||
Rating Agencies Fees |
350,000 | |||
Miscellaneous (including amounts to be paid to underwriters in lieu of reimbursement of certain expenses) |
200,000 | |||
|
|
|||
Total |
US$ | 1,910,000 | ||
|
|
* | Based on three underwritten offerings of the debt securities. |
II-1
UNDERTAKINGS
The Registrants hereby undertake:
(a) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; |
(b) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and |
(c) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(d) | That, for purposes of determining liability under the Securities Act of 1933 to any purchaser: |
each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(e) | That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: |
The undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser;
(i) | Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser. |
II-2
CONTENTS
This Registration Statement is comprised of:
(1) | Facing Sheet. |
(2) | Explanatory Note. |
(3) | Part I, consisting of the Prospectus. |
(4) | Part II, consisting of pages II-1 to II-9. |
(5) | The following Exhibits: |
A-1 | - | Form of Underwriting Agreement Standard Terms, incorporated herein by reference to Exhibit A-1 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654). | ||
B-1 | - | Form of Fiscal Agency Agreement, including forms of Debt Securities, incorporated herein by reference to Exhibit B-1 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654). | ||
B-2 | - | Form of global Debt Security that bears interest at a fixed rate, incorporated herein by reference to Exhibit B-2 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654). | ||
B-3 | - | Letter of successor Fiscal Agent, incorporated herein by reference to Exhibit B-3 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654). | ||
B-4 | - | Letter of 2nd successor Fiscal Agent, incorporated herein by reference to Exhibit B-4 to the Registration Statement of The Export-Import Bank of Korea (No. 333-9564). | ||
B-5 | - | Letter of 3rd successor Fiscal Agent, incorporated herein by reference to Exhibit B-5 to the Registration Statement of The Export-Import Bank of Korea (No. 333-136378). | ||
B-6 | - | Form of Guarantee to be issued by The Republic of Korea.** | ||
C | - | Form of Warrant Agreement, including form of Warrants.** | ||
D-1 | - | Consent of the Director General of The Export-Import Bank of Korea (included on page II-5). | ||
D-2 | - | Power of Attorney of the Director General of The Export-Import Bank of Korea.* | ||
E-1 | - | Consent of the Minister of Economy and Finance of The Republic of Korea (included on Page II-6). | ||
E-2 | - | Power of Attorney of the Minister of Economy and Finance of The Republic of Korea, incorporated herein by reference to Exhibit E-2 to the Registration Statement of The Export-Import Bank of Korea (No. 333-156218). | ||
F | - | Consent of Deloitte Anjin LLC.* | ||
G-1 | - | Letter appointing certain persons as authorized agents of The Export-Import Bank of Korea in the United States.* | ||
G-2 | - | Letter appointing Authorized Agents of The Republic of Korea in the United States (included in Exhibit E-2). | ||
H | - | The Export-Import Bank of Korea Act, incorporated herein by reference to Exhibit H to the Registration Statement of The Export-Import Bank of Korea (No. 333-212164). | ||
I | - | The Enforcement Decree of The Export-Import Bank of Korea Act.* | ||
J | - | The Articles of Incorporation of The Export-Import Bank of Korea.* | ||
K | - | Form of Prospectus Supplement relating to The Export-Import Bank of Koreas Medium-Term Notes, Series A, Due Not Less Than Nine Months From Date of Issue (the MTNs), incorporated herein by reference to Exhibit K to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654). | ||
L | - | Form of Distribution Agreement between The Export-Import Bank of Korea and the Agents named therein relating to the offer and sale from time to time of the MTNs, incorporated herein by reference to Exhibit L to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654). |
II-3
M-1 | - | Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of the Debt Securities (with or without Warrants).* | ||
M-2 | - | Opinion (including consent) of Yoon & Yang LLC, 19th Floor, ASEM Tower, 517, Yeongdong-daero, Gangnam-gu, Seoul, The Republic of Korea, Korean counsel to The Export-Import Bank of Korea, in respect of the legality of the Debt Securities (with or without Warrants) and the Guarantees to be issued by The Republic of Korea.* | ||
M-3 | - | Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas US$600,000,000 Floating Rate Notes due 2022, US$400,000,000 2.50% Notes due 2020 and US$1,000,000,000 3.00% Notes due 2022.* | ||
M-4 | - | Opinion (including consent) of Yulchon, Textile Center 12F, 518 Teheran-ro, Gangnam-gu, Seoul, The Republic of Korea, Korean counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas US$600,000,000 Floating Rate Notes due 2022, US$400,000,000 2.50% Notes due 2020 and US$1,000,000,000 3.00% Notes due 2022.* | ||
M-5 | - | Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas US$800,000,000 Floating Rate Notes due 2021 and US$700,000,000 Floating Rate Notes due 2023.* | ||
M-6 | - | Opinion (including consent) of Shin & Kim, 9F, State Tower Namsan, 100 Toegye-ro, Jung-gu, Seoul, The Republic of Korea, Korean counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas US$800,000,000 Floating Rate Notes due 2021 and US$700,000,000 Floating Rate Notes due 2023.* | ||
M-7 | - | Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas US$500,000,000 3.50% Notes due 2021 and US$500,000,000 3.625% Notes due 2023.* | ||
M-8 | - | Opinion (including consent) of Shin & Kim, 9F, State Tower Namsan, 100 Toegye-ro, Jung-gu, Seoul, The Republic of Korea, Korean counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas US$500,000,000 3.50% Notes due 2021 and US$500,000,000 3.625% Notes due 2023.* | ||
M-9 | - | Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas US$500,000,000 Floating Rate Notes due 2022 and US$500,000,000 2.375% Notes due 2024.* | ||
M-10 | - | Opinion (including consent) of Yoon & Yang, 19th Floor, ASEM Tower, 517, Yeongdong-daero, Gangnam-gu, Seoul, The Republic of Korea, Korean counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas US$500,000,000 Floating Rate Notes due 2022 and US$500,000,000 2.375% Notes due 2024.* | ||
M-11 | - | Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas US$500,000,000 1.875% Notes due 2025.* | ||
M-12 | - | Opinion (including consent) of Yoon & Yang, 19th Floor, ASEM Tower, 517, Yeongdong-daero, Gangnam-gu, Seoul, The Republic of Korea, Korean counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas US$500,000,000 1.875% Notes due 2025.* | ||
M-13 | Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas 500,000,000 Zero Coupon Notes due 2023, US$400,000,000 0.750% Notes due 2025 and US$500,000,000 1.250% Notes due 2030. | |||
M-14 | Opinion (including consent) of Yoon & Yang, 19th Floor, ASEM Tower, 517, Yeongdong-daero, Gangnam-gu, Seoul, The Republic of Korea, Korean counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas 500,000,000 Zero Coupon Notes due 2023, US$400,000,000 0.750% Notes due 2025 and US$500,000,000 1.250% Notes due 2030. |
II-4
N-1 | - | Form of the MTNs that bears interest at a fixed rate, incorporated herein by reference to Exhibit N-1 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654). | ||
N-2 | - | Form of the MTNs that bears interest at a floating rate, incorporated herein by reference to Exhibit N-2 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654). | ||
O | - | Form of Calculation Agency Agreement between The Export-Import Bank of Korea and the calculation agent named therein relating to the MTNs that bear interest at a floating rate, incorporated herein by reference to Exhibit O to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654). |
* | Previously filed. |
** | May be filed by amendment. |
II-5
SIGNATURE OF THE EXPORT-IMPORT BANK OF KOREA
Pursuant to the requirements of the Securities Act of 1933, as amended, The Export-Import Bank of Korea has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in Seoul, The Republic of Korea, on the 21st day of September 2020.
THE EXPORT-IMPORT BANK OF KOREA | ||
By: | SANG-HUN LEE* | |
Director General | ||
By: | /s/ JAEHOON OH | |
Jaehoon Oh (Attorney-in-fact) |
* | Consent is hereby given to the use of his name in connection with the information specified in this Registration Statement or amendment thereto to have been supplied by him and stated on his authority. |
II-6
SIGNATURE OF THE REPUBLIC OF KOREA
Pursuant to the requirements of the Securities Act of 1933, as amended, The Republic of Korea has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, New York, on the 21st day of September 2020.
THE REPUBLIC OF KOREA | ||
By: | NAM-KI HONG* | |
Minister of Economy and Finance | ||
By: | /s/ MINSIK SHIN | |
Minsik Shin (Attorney-in-fact) |
* | Consent is hereby given to the use of his name in connection with the information specified in this Registration Statement or amendment thereto to have been supplied by him and stated on his authority. |
II-7
SIGNATURE OF AUTHORIZED REPRESENTATIVE
OF THE EXPORT-IMPORT BANK OF KOREA
Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly authorized representative in the United States of The Export-Import Bank of Korea, has signed this Registration Statement or amendment thereto in The City of New York, New York, on the 21st day of September 2020.
By: | /s/ JUNG-HYUN LEE | |
Jung-Hyun Lee | ||
New York Representative Office | ||
The Export-Import Bank of Korea |
II-8
SIGNATURE OF AUTHORIZED REPRESENTATIVE
OF THE EXPORT-IMPORT BANK OF KOREA
Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly authorized representative in the United States of The Export-Import Bank of Korea, has signed this Registration Statement or amendment thereto in The City of New York, New York, on the 21st day of September 2020.
By: | /s/ YOUNG-ROK KIM | |
Young-Rok Kim | ||
New York Representative Office | ||
The Export-Import Bank of Korea |
II-9
SIGNATURE OF AUTHORIZED REPRESENTATIVE
OF THE REPUBLIC OF KOREA
Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly authorized representative in the United States of The Republic of Korea, has signed this Registration Statement or amendment thereto in The City of New York, New York, on the 21st day of September 2020.
By: | /s/ MINSIK SHIN | |
Minsik Shin | ||
Financial Attaché | ||
Korean Consulate General in New York |
II-10
EXHIBIT INDEX
A-1 | - | Form of Underwriting Agreement Standard Terms, incorporated herein by reference to Exhibit A-1 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654). | ||
B-1 | - | Form of Fiscal Agency Agreement, including forms of Debt Securities, incorporated herein by reference to Exhibit B-1 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654). | ||
B-2 | - | Form of global Debt Security that bears interest at a fixed rate, incorporated herein by reference to Exhibit B-2 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654). | ||
B-3 | - | Letter of successor Fiscal Agent, incorporated herein by reference to Exhibit B-3 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654). | ||
B-4 | - | Letter of 2nd successor Fiscal Agent, incorporated herein by reference to Exhibit B-4 to the Registration Statement of The Export-Import Bank of Korea (No. 333-9564). | ||
B-5 | - | Letter of 3rd successor Fiscal Agent, incorporated herein by reference to Exhibit B-5 to the Registration Statement of The Export-Import Bank of Korea (No. 333-136378). | ||
B-6 | - | Form of Guarantee to be issued by The Republic of Korea.** | ||
C | - | Form of Warrant Agreement, including form of Warrants.** | ||
D-1 | - | Consent of the Director General of The Export-Import Bank of Korea (included on page II-5). | ||
D-2 | - | Power of Attorney of the Director General of The Export-Import Bank of Korea.* | ||
E-1 | - | Consent of the Minister of Economy and Finance of The Republic of Korea (included on Page II-6). | ||
E-2 | - | Power of Attorney of the Minister of Economy and Finance of The Republic of Korea, incorporated herein by reference to Exhibit E-2 to the Registration Statement of The Export-Import Bank of Korea (No. 333-156218). | ||
F | - | Consent of Deloitte Anjin LLC.* | ||
G-1 | - | Letter appointing certain persons as authorized agents of The Export-Import Bank of Korea in the United States.* | ||
G-2 | - | Letter appointing Authorized Agents of The Republic of Korea in the United States (included in Exhibit E-2). | ||
H | - | The Export-Import Bank of Korea Act, incorporated herein by reference to Exhibit H to the Registration Statement of The Export-Import Bank of Korea (No. 333-212164). | ||
I | - | The Enforcement Decree of The Export-Import Bank of Korea Act.* | ||
J | - | The Articles of Incorporation of The Export-Import Bank of Korea.* | ||
K | - | Form of Prospectus Supplement relating to The Export-Import Bank of Koreas Medium-Term Notes, Series A, Due Not Less Than Nine Months From Date of Issue (the MTNs), incorporated herein by reference to Exhibit K to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654). | ||
L | - | Form of Distribution Agreement between The Export-Import Bank of Korea and the Agents named therein relating to the offer and sale from time to time of the MTNs, incorporated herein by reference to Exhibit L to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654). | ||
M-1 | - | Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of the Debt Securities (with or without Warrants).* | ||
M-2 | - | Opinion (including consent) of Yoon & Yang LLC, 19th Floor, ASEM Tower, 517, Yeongdong-daero, Gangnam-gu, Seoul, The Republic of Korea, Korean counsel to The Export-Import Bank of Korea, in respect of the legality of the Debt Securities (with or without Warrants) and the Guarantees to be issued by The Republic of Korea.* | ||
M-3 | - | Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas US$600,000,000 Floating Rate Notes due 2022, US$400,000,000 2.50% Notes due 2020 and US$1,000,000,000 3.00% Notes due 2022.* | ||
M-4 | - | Opinion (including consent) of Yulchon, Textile Center 12F, 518 Teheran-ro, Gangnam-gu, Seoul, The Republic of Korea, Korean counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas US$600,000,000 Floating Rate Notes due 2022, US$400,000,000 2.50% Notes due 2020 and US$1,000,000,000 3.00% Notes due 2022.* |
M-5 | - | Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas US$800,000,000 Floating Rate Notes due 2021 and US$700,000,000 Floating Rate Notes due 2023.* | ||
M-6 | - | Opinion (including consent) of Shin & Kim, 9F, State Tower Namsan, 100 Toegye-ro, Jung-gu, Seoul, The Republic of Korea, Korean counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas US$800,000,000 Floating Rate Notes due 2021 and US$700,000,000 Floating Rate Notes due 2023.* | ||
M-7 | - | Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas US$500,000,000 3.50% Notes due 2021 and US$500,000,000 3.625% Notes due 2023.* | ||
M-8 | - | Opinion (including consent) of Shin & Kim, 9F, State Tower Namsan, 100 Toegye-ro, Jung-gu, Seoul, The Republic of Korea, Korean counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas US$500,000,000 3.50% Notes due 2021 and US$500,000,000 3.625% Notes due 2023.* | ||
M-9 | - | Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas US$500,000,000 Floating Rate Notes due 2022 and US$500,000,000 2.375% Notes due 2024.* | ||
M-10 | - | Opinion (including consent) of Yoon & Yang, 19th Floor, ASEM Tower, 517, Yeongdong-daero, Gangnam-gu, Seoul, The Republic of Korea, Korean counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas US$500,000,000 Floating Rate Notes due 2022 and US$500,000,000 2.375% Notes due 2024.* | ||
M-11 | Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas US$500,000,000 1.875% Notes due 2025.* | |||
M-12 | Opinion (including consent) of Yoon & Yang, 19th Floor, ASEM Tower, 517, Yeongdong-daero, Gangnam-gu, Seoul, The Republic of Korea, Korean counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas US$500,000,000 1.875% Notes due 2025.* | |||
M-13 | Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas 500,000,000 Zero Coupon Notes due 2023, US$400,000,000 0.750% Notes due 2025 and US$500,000,000 1.250% Notes due 2030. | |||
M-14 | Opinion (including consent) of Yoon & Yang, 19th Floor, ASEM Tower, 517, Yeongdong-daero, Gangnam-gu, Seoul, The Republic of Korea, Korean counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Koreas 500,000,000 Zero Coupon Notes due 2023, US$400,000,000 0.750% Notes due 2025 and US$500,000,000 1.250% Notes due 2030. | |||
N-1 | - | Form of the MTNs that bears interest at a fixed rate, incorporated herein by reference to Exhibit N-1 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654). | ||
N-2 | - | Form of the MTNs that bears interest at a floating rate, incorporated herein by reference to Exhibit N-2 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654). | ||
O | - | Form of Calculation Agency Agreement between The Export-Import Bank of Korea and the calculation agent named therein relating to the MTNs that bear interest at a floating rate, incorporated herein by reference to Exhibit O to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654). |
* | Previously filed. |
** | May be filed by amendment. |
Exhibit M-13
[Cleary Gottlieb Steen & Hamilton LLP Letterhead]
September 21, 2020
The Export-Import Bank of Korea
38 Eunhaeng-ro
Yeongdeungpo-gu
Seoul 07242
Republic of Korea
Ladies and Gentlemen:
We have acted as special United States counsel to The Export-Import Bank of Korea, a statutory juridical entity established in the Republic of Korea under The Export-Import Bank of Korea Act of 1969, as amended (the Bank) in connection with the Banks offering pursuant to a registration statement under Schedule B (No. 333-217916) of 500,000,000 aggregate principal amount of its zero coupon notes due 2023, US$400,000,000 aggregate principal amount of its 0.750% notes due 2025 and US$500,000,000 aggregate principal amount of its 1.250% notes due 2030 (the Notes) issued under a fiscal agency agreement dated as of August 1, 1991 (the Fiscal Agency Agreement) between the Bank and The Bank of New York Mellon, as fiscal agent. Such registration statement, as amended when it became effective, is herein called the Registration Statement; the related prospectus dated July 20, 2020, as filed with the Securities and Exchange Commission (the Commission) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the Securities Act), is herein called the Base Prospectus; the related prospectus supplement dated September 14, 2020, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the Prospectus Supplement; and the Base Prospectus and the Prospectus Supplement, together, are herein called the Prospectus.
In arriving at the opinion expressed below, we have reviewed the following documents:
(a) | the Registration Statement; |
(b) | the Prospectus; |
(c) | specimens of the Notes; and |
(d) | an executed copy of the Fiscal Agency Agreement. |
In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.
In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified (i) the accuracy as to factual matters of each document we have reviewed and (ii) that the Notes conform to the specimens thereof that we have reviewed and have been duly authenticated in accordance with the terms of the Fiscal Agency Agreement.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Notes are the valid, binding and enforceable obligations of the Bank, entitled to the benefit of the Fiscal Agency Agreement.
In connection with the foregoing opinion, (a) we have assumed that each of the Bank and the Fiscal Agent has satisfied those legal requirements that are applicable to it to the extent necessary to make the Fiscal Agency Agreement and the Notes enforceable against it (except that no such assumption is made as to the Bank regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience normally would be applicable with respect to the Fiscal Agency Agreement and the Notes), (b) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors rights generally and to general principles of equity and (c) such opinion is subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors rights. In addition, we note that (i) the enforceability of the waiver of immunities by
the Bank set forth in the Notes is subject to the limitations imposed by the Foreign Sovereign Immunities Act of 1976 and (ii) the designation of the U.S. federal courts sitting in The City of New York as a venue for actions or proceedings relating to the Notes is (notwithstanding the waiver in such provisions) subject to the power of such courts to transfer actions pursuant to 28 U.S.C. §1404(a) or to dismiss such actions or proceedings on the grounds that such federal court is an inconvenient forum for such action or proceeding. We express no opinion as to the subject matter jurisdiction of any United States federal court to adjudicate any action relating to the Notes where jurisdiction based on diversity of citizenship under 28 U.S.C. §1332 does not exist.
The foregoing opinion is limited to the federal law of the United States of America and the law of the State of New York.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to us under the heading Legal Matters in the Prospectus. In giving such consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement, including this exhibit, within the meaning of the term expert as used in the Securities Act, or the rules and regulations of the Commission issued thereunder. We assume no obligation to advise you, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.
Very truly yours, | ||
CLEARY GOTTLIEB STEEN & HAMILTON LLP | ||
By | /s/ Jinduk Han | |
Jinduk Han, a Partner |
Exhibit M-14
[Yoon & Yang Letterhead]
September 21, 2020
The Export-Import Bank of Korea
38 Eunhaeng-ro
Yeongdeungpo-gu
Seoul 07242
Republic of Korea
Re: | The Export-Import Bank of Korea / 500,000,000 Zero Coupon Notes due 2023, US$400,000,000 0.750% Notes due 2025 and US$500,000,000 1.250% Notes due 2030 |
Ladies and Gentlemen:
We have acted as special Korean counsel for The Export-Import Bank of Korea (the Issuer), a statutory juridical entity duly established pursuant to the Export-Import Bank of Korea Act (the Eximbank Act) and validly existing under the laws of the Republic of Korea (Korea), in connection with the Issuers offering pursuant to a registration statement (Registration No. 333-217916) under Schedule B of the Securities Act of 1933, as amended (the Securities Act) when it became effective (the Registration Statement) of 500,000,000 Zero Coupon Notes due 2023, US$400,000,000 0.750% Notes due 2025 and US$500,000,000 1.250% Notes due 2030 (the Notes) issued under the fiscal agency agreement dated August 1, 1991 (the Fiscal Agency Agreement) and made by and between the Issuer and The Bank of New York Mellon (the Fiscal Agent).
We have reviewed the originals or copies, certified or otherwise identified to our satisfaction of such instruments and other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Issuer.
In addition, and without prejudice to the generality of the immediately preceding paragraph, in arriving at the opinion expressed below, we have reviewed the following specific documents relating to the Notes:
1. | the Registration Statement; | |
2. | the Prospectus dated July 20, 2020 contained in the Registration Statement as supplemented by the Prospectus Supplement dated September 14, 2020 relating to the Notes (as supplemented, the Prospectus); | |
3. | an executed copy of the Fiscal Agency Agreement; | |
4. | a copy of the executed Notes in global form; | |
5. | copies of the Articles of Incorporation and the Commercial Registry extracts of the Issuer; | |
6. | the internal regulations and the operating manual of the Issuer, including a copy of the internal regulations of delegation of the Issuer delegating authority to the Chairman and President of the Issuer in relation to the issuance of the Notes; | |
7. | a copy of the internal approval by the Chairman and President of the Issuer dated September 11, 2020; and | |
8. | a copy of the Issuers report filed with the Ministry of Economy and Finance of Korea (the MOEF) dated August 26, 2020. |
As to any other matters of fact material to the opinion expressed herein, we have made no independent inquiry and have relied solely upon the certificates or oral or written statements of officers and other representatives of the Issuer.
We are admitted to practice law in Korea, and the legal opinions provided herein are confined to and given on the basis of the laws of Korea in effect as at the date hereof. We do not represent ourselves to be familiar with the laws of any jurisdiction other than Korea, and we do not pass upon nor express any opinion in respect of those matters that are governed by or construed in accordance with any of such laws.
Based upon the foregoing, and subject to the further qualifications set forth below, we are of the opinion that:
(i) | The Issuer is a statutory juridical entity duly established under the Eximbank Act and validly existing under the laws of Korea, with power and authority to own its properties and conduct its business as described in the Prospectus forming part of the Registration Statement; | |
(ii) | The statements in the Prospectus concerning matters of Korean law (except for (x) Korean tax related statements as to which we opine on opinion (iii) and (y) the financial statements and related schedules and other financial and statistical data contained therein as to which we express no opinion) are accurate and up-to-date as of the date hereof in all material respects; | |
(iii) | The statements of Korean law contained in the Prospectus under the heading Korean Taxation provide a fair summary of the principal Korean tax consequences of an investment in the Notes in all material respects; and | |
(iv) | The Notes have been duly authorized, executed, issued and delivered by the Issuer and constitute valid, binding and enforceable obligations of the Issuer. |
Our opinion is subject to the following reservations and qualifications that enforcement may be limited or affected generally by (i) the bankruptcy, insolvency, liquidation, reorganization, rehabilitation or the restructuring of the Issuer pursuant to the laws of Korea now in force or subsequently enacted which generally affect the enforcement of creditors rights, (ii) certain restrictions that may be imposed by the MOEF, such as temporary suspension of payment or requiring the Issuer to obtain prior approval from the MOEF for repatriation of any amount payable under the Notes, in the event of emergency circumstances including but not limited to grave and sudden changes in domestic and foreign economic conditions or serious difficulty in international balance of payment, and (iii) the general principles of good morals and public order as provided in the Civil Code of Korea.
This opinion is limited to the matters addressed herein and is not to be read as an opinion with respect to any other matter. This opinion is given with respect to the laws of Korea as currently in effect and we do not pass upon and we express no opinion in respect of those matters governed by or construed in accordance with the laws of any jurisdiction other than Korea.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading Legal Matters in the Registration Statement, without thereby admitting that we are experts under the Securities Act or the rules and regulations of the Commission thereunder for the purpose of any part of the Registration Statement, including the exhibit as which this opinion is filed.
Very truly yours, |
/s/ Yoon & Yang |
Yoon & Yang |