Kuroto Fund, L.P. - Q1 2008 Letter
Dear Partners and Friends,
Corporate Reform in Korea
A decade ago, when we first committed a significant percentage of the fund’s capital to Korea, companies there were trading at low single-digit multiples to depressed earnings. We even bought one company, Nam Yang Dairy, at less than one times current year EV/EBITDA. While earnings more than tripled and valuations doubled before we sold that particular investment, we opted to move on at a disappointingly low multiple. The basic problem that we have in Korea, and the reason for our exit from Nam Yang Dairy at two times EV/EBITDA, is the continuing tendency of controlling shareholders of Korean companies to abuse their privileged position at the expense of minority owners.
During and shortly after the Asian financial crisis of 1997–1998, there was a meaningful change in the way Korean corporations behaved. Because of their extremely leveraged balance sheets at the time of the crisis, Korean corporates needed equity capital and were willing to undertake meaningful reform as a way to raise that capital. A useful illustration of this is provided by Hite Brewery, a noteworthy corporate reformer during this period. In the years leading up to the crisis, Hite had embarked on an unusually aggressive expansion strategy, taking on a massive amount of debt to fund its growth. When the Asian crisis hit, Hite was forced to raise equity capital in order to avoid bankruptcy. On account of the underlying strength of its business, the company was able to raise funds from Capital Research & Management, a large US-based money manager, through the issuance of convertible shares and thereby avoid failure. The newly issued shares, however, came with a catch; Capital Research & Management was given a veto right over Hite’s capital spending. This veto right was particularly important, given Korean corporates’ penchant for profitless growth and diversification.
In most instances, Korean corporate reforms implemented under duress, Hite’s included, would prove to be little more than a temporary expediency, rather than a long-term structural change. In 2000, Carlsberg replaced Capital Research & Management as the second-largest holder of Hite; it retained the veto rights over capital spending and positioned itself to acquire Hite when the then chairman retired. On the face of it, it was a reasonable plan; but it certainly wasn’t the plan the Park family, who still controlled Hite, had in mind. In fact, in the years that followed, the Park family chafed almost constantly against the restraints placed on them by the deal they had signed during the financial crisis. In 2002, the chafing stopped and the flaunting began, when Hite “invested” in a golf course over Carlsberg’s opposition. This investment spelled the beginning of the end of the Hite–Carlsberg partnership. Carlsberg’s eventual decision to throw in the towel brought an important issue into stark relief for non-controlling shareholders in Korea: even for the longest-term and most patient of investors, there is no guarantee that a Korean business’s free cash flow will ever be put to good use.
Hite wasn’t alone in taking a step or two backwards in recent years. The backsliding was a more general phenomenon that, ironically, coincided with President Roh Moo Hyun’s term in office, from 2003 to February 2008. It was, after all, Roh who took on corporate Korea’s malfeasance. The problem, put simply, is that he didn’t win. While his administration did manage to bring a few very high profile indictments, these indictments ended up having the exact opposite effect than was hoped. Instead of proving that all Korean corporations are subject to the rule of law, the indictments of the chaebol heads proved the exact opposite – specifically, that the chaebols and their controlling shareholders are in fact beyond the reach of the law. Whether it was Chey Tae Won at SK Corp, or Chung Moo Koo at Hyundai Motor, or Kun Hee Lee at Samsung, the pattern was similar. In each instance, guilt was proven beyond a reasonable doubt, and the magnitude of the embezzlement was immense; nonetheless, the judicial system showed extraordinary leniency. In each case, the reason given for the leniency was the perpetrator’s importance to the Korean economy. Needless to say, a stiff sentence – not leniency – is what the corporate reform movement needed.
Investors such as ourselves, who are focused on well-capitalized business that throw off significant free cash flow, are particularly sensitive to issues of corporate governance because the types of businesses we own don’t need financing and are therefore well insulated from the demands of the capital markets. While we don’t see any imminent positive reform at the company-specific level, we are hopeful that the embattled President Lee Myung Bak will be able to get through his tax cuts, privatization, and deregulation of the property market, as well as help organize a domestic constituency that will insist that minority shareholders be treated as true owners of the businesses in which they hold shares. Such a local organized constituency will help all Koreans see corporate reform as a movement in their own interest, instead of as something imposed upon them from the outside. The changes at the USD 210bn National Pension Fund might be a way to help create this constituency.
Were real corporate reform to start anew, the low valuations of Korean equities would offer an exceptionally attractive opportunity for long-term investors, and we would almost certainly increase our stake there. That said, in the absence of corporate reform, we will hold a relatively modest fraction of our assets in Korea, investing only in those rare companies that treat all their shareholders as owners of the business.
Sincerely,
Sean Fieler
William W. Strong









