This transaction involves the acquisition by Kakao Corp. (“Kakao”) of 76.4% shares (the “Shares”) in Loen Entertainment Inc. (“Loen”) from two shareholders, (i) Star Invest Holdings (a special purpose company established by Affinity Private Equity (“SIH”) and (ii) SK Planet (“SKP”).  Kakao acquired approximately 60% of the Shares in cash and the remaining part of the Shares by issuing its new shares to the sellers through the sellers’ in-kind contribution of those remaining Shares.  Kakao executed the agreements with SIH first and then executed the agreements with SK Planet upon SK Planet’s exercise of its tag-along right.  In this transaction, issues such as (i) withholding taxes, (ii) SKP’s tag-along right and (iii) court approval on the control premium were carefully structured.  S&K represented Kakao on (i) the structuring, (ii) drafting and negotiation of the share purchase agreement, share subscription agreement and shareholders agreement, (iii) due diligence, (iv) government approvals, and (v) public disclosure and closing.This transaction involves the acquisition by Kakao Corp. (“Kakao”) of 76.4% shares (the “Shares”) in Loen Entertainment Inc. (“Loen”) from two shareholders, (i) Star Invest Holdings (a special purpose company established by Affinity Private Equity (“SIH”) and (ii) SK Planet (“SKP”).  Kakao acquired approximately 60% of the Shares in cash and the remaining part of the Shares by issuing its new shares to the sellers through the sellers’ in-kind contribution of those remaining Shares.  Kakao executed the agreements with SIH first and then executed the agreements with SK Planet upon SK Planet’s exercise of its tag-along right.  In this transaction, issues such as (i) withholding taxes, (ii) SKP’s tag-along right and (iii) court approval on the control premium were carefully structured.  S&K represented Kakao on (i) the structuring, (ii) drafting and negotiation of the share purchase agreement, share subscription agreement and shareholders agreement, (iii) due diligence, (iv) government approvals, and (v) public disclosure and closing.