Korea’s Leading Steel Producer in ¥52.795 Billion Exchangeable Notes Offering

Cleary Gottlieb served as U.S. counsel to the issuer and guarantor in a Reg. S offering of ¥52.795 billion of zero coupon guaranteed exchangeable notes by Zeus (Cayman), a special purpose entity. POSCO, the largest steel company in Korea, guaranteed the notes, which are listed on the Singapore Stock Exchange and are exchangeable into ADSs of SK Telecom Co., Ltd. ABN AMRO Bank N.V., Citigroup Global Markets Limited, Deutsche Bank AG and Goldman Sachs International acted as joint global coordinators. The offering closed on August 19.

The proceeds of the offering were used to make the final redemption payment of ¥51.622 billion on the issuer’s existing zero coupon guaranteed exchangeable notes issued in 2003, which matured on August 20. The issuer also entered into securities lending agreements with the initial purchasers to facilitate on-lending transactions with the investors in the Notes, which would enable such investors to establish their initial hedge positions in respect of the Notes.