Pearl Abyss Provides $100M Guarantee for four Years Following CCP Sale

Pearl Abyss' semi-annual report, submitted on August 14, revealed a condition attached to the sale of CCP Games: the company remains liable for a joint guarantee of up to $100 million, effective until May 2030. Based on the exchange rate of 1541.₩5 at the end of the half-year, this amounts to ₩154.2 billion. The sale was finalized on May 6 following a board resolution on April 30, with the sale price disclosed at ₩177.1 billion. This guarantee was not disclosed at the time the sale was initially announced.

펄어비스, CCP 팔고도 1억 달러 보증 4년
Pearl Abyss Gwacheon headquarters 'Home One' ©INVEN

When selling a company, the seller provides representations and warranties to the buyer, promising that the company is in a certain state—for instance, that there are no tax issues, pending litigation, intellectual property defects, or inaccuracies in financial statements. If facts contrary to these promises emerge later, the buyer can claim damages from the seller.

The entity that sold CCP, the developer of 'EVE Online,' was not Pearl Abyss headquarters, but its Icelandic subsidiary, 'Pearl Abyss Iceland ehf.' This subsidiary provided the representations and warranties to the buyer, 'Second Genesis ehf.' The issue is that the subsidiary’s dissolution was decided by its board on June 25 and it is currently undergoing liquidation, leaving no entity to claim against.

Consequently, Pearl Abyss headquarters provided a joint guarantee to cover the subsidiary's obligations. The report lists the guarantee amount as $100 million and the duration as 48 months from the transaction closing date of May 6. A footnote states that the amount represents 100% of the sale price as the guarantee limit.

No loss has been incurred at this time. This is a conditional liability that would only be triggered if the buyer proves that the facts differ from the representations. It is not recorded as a provision in the financial statements, indicating that the company considers the likelihood of payment to be low. With ₩314.6 billion in cash and cash equivalents and ₩385.7 billion in short-term financial instruments, the company has the liquidity to pay even in a worst-case scenario.

The risk associated with the $100 million guarantee is low. The buyer is CCP’s current management team. It is structurally difficult for those who have operated the company for years to claim they were unaware of its condition. While management buyouts sometimes involve relaxed or omitted representation and warranty clauses, this deal set the limit at 100%.

Discontinued operations are reported separately. For the first half of the year, CCP-related operating revenue was ₩31.6 billion and operating expenses were ₩48.4 billion, with a disposal gain of ₩30.4 billion, resulting in a profit from discontinued operations of ₩16.6 billion. In the same period last year, there was a loss of ₩14.4 billion. Pearl Abyss reportedly acquired CCP in 2018 for ₩255 billion.

Meanwhile, consolidated retained earnings stand at ₩790.4 billion. Shareholder returns were limited to treasury stock acquisition and cancellation; the cancellation on June 12 increased Chairman Kim Dae-il’s stake from 36.66% to 37.48%, though the number of shares he holds remains unchanged.

The company raised ₩150 billion using its headquarters as collateral. Long-term borrowings increased from ₩56.2 billion to ₩71.2 billion, with ₩15 billion borrowed in the first half. Collateral includes ₩150 billion set against the land and building of Pearl Abyss Home One (Gwacheon) and ₩13.44 billion against the Pearl Abyss Art Center (Anyang).

Big Game Studio recorded a net loss of ₩17.6 billion. The book value of the 19.5% stake acquired for ₩3 billion in November 2020 is ₩31.08 billion. The company’s most recent annual net loss was ₩17.68 billion, with total assets of ₩12.79 billion. No impairment has been recognized.

The scale of virtual asset holdings plummeted from ₩23.6 billion to ₩1.4 billion. The consolidated book value of virtual assets, which was ₩23.59 billion at the end of last year, fell to ₩1.4 billion. During the first half, the company disposed of 15.05 million USDC, while Tezos, Ethereum, Bitcoin, and Solana were removed from the consolidated accounts due to the CCP sale. Remaining assets include 930478 USDC, 89206 USDT, and 830164 DFA with a book value of ₩0. The report lists the purpose of acquisition as 'simple investment'.

This article was originally written in Korean and translated with the help of NC AI. It was then edited by a native English-speaking editor. All AI-assisted translations are reviewed and refined by our newsroom. [Read Original]

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