[Edaily Marketin, Reporter Hur Jieun ] The sale of SK TNS, a company specializing in IT infrastructure, has shown little progress for nearly two months since the selection of the preferred bidder. In addition to concerns surrounding the performance deposit, internal risks at Alchemist Capital Partners—the private equity fund (PEF) manager leading the sale—are emerging as a key issue. With the added possibility that some financial investors (FIs) on the buyer’s side may pull out, analysts suggest the deal has reached a turning point.

According to investment banking (IB) industry sources on the 3rd, Alchemist has been unable to sign a share purchase agreement (SPA) for two months since selecting the Pantech C&I-Aegis Investment Partners consortium and the KCA Partners consortium as multiple preferred bidders for the sale of SK TNS on June 4. Concerns are emerging in the market that the SK TNS sale process could be prolonged.

SK TNS traces its origins to the telecommunications business team of SK Construction (now SK Eco Plant), established in 1995, and was founded in September 2015 through a spin-off of SK Construction’s telecommunications division (U Business Division). It was subsequently sold to Alchemist, a private equity fund established in 2017, for 290 billion won in 2021.

① Demand for Advance Payment of 5 Billion Won Performance Deposit

First and foremost, the conflict surrounding the demand for an upfront performance deposit of 5 billion won is cited as the cause of the deal’s stalemate. It is reported that Alchemist, the seller, demanded that each of the two preferred bidders pay a performance deposit of approximately 5 billion won immediately after selecting them. However, in a scenario with multiple preferred bidders where exclusive negotiation rights were not guaranteed, the requirement for a performance deposit in the tens of billions of won reportedly acted as a burden.

It has emerged that financial investors (FIs) considering the acquisition are facing delays even in obtaining approval from their internal investment review committees due to this deposit requirement. Some FIs have determined the conditions to be unacceptable and are even considering withdrawing from the consortium. An investment banking industry official stated, “Since the structure requires tying up tens of billions of won in cash, there were predictions from the early stages that securing approval from the investment review committee would not be easy.”

② Corporate Governance Risks and the Aftermath of a Tax Audit

The impact of internal risks at Alchemist, the selling entity, cannot be ignored. Since the death of the late CEO Eun Jin-hyuk—known as the company’s actual owner—Alchemist has been plagued by internal strife, including legal disputes between former and current executives and referrals to prosecutors. The Financial Supervisory Service (FSS) has referred the case to the Seoul Eastern District Prosecutors’ Office, finding that CEO Eun—who died last year while on trial for tax evasion—controlled Alchemist through a major shareholder and embezzled over 1 billion won by falsely recording salaries and other payments under the name of an investment firm.

Furthermore, with the recent launch of a special tax audit by Investigation Division 4 of the Seoul Regional Tax Office, the calculations for potential acquirers have become more complicated. The investigation is reportedly focusing on the structure of the past sale of SK TNS, as well as the flow of funds and potential legal violations during the SK Group deal process. Observers point out that, given the need to thoroughly examine the legal and tax-related contingent liability risks on the seller’s side, the acquirer’s detailed due diligence and the schedule for finalizing the transaction structure are bound to be delayed.

③ Sellers and Buyers Struggle with Price Negotiations

The gap in expectations regarding the sale price remains significant. With its fund set to mature in early 2027, Alchemist is reportedly hoping for a sale price of at least 400 billion won for SK TNS. To this end, it is reported to have implemented a progressive bidding process, leveraging a structure with multiple preferred bidders. On the other hand, potential buyers are reportedly demanding adjustments to the sale price and renegotiation of terms, citing tax risks and the current state of the capital markets, which is causing delays in reaching a compromise.

Another investment banking industry source stated, “I understand that the performance bond card played by Alchemist to increase the likelihood of deal closure is placing a greater burden on the prospective buyer,” adding, “Whether the selling side can resolve its internal risks and adjust the price will determine whether the transaction is ultimately closed.”