Business Context and Reporting Period
This Form 6-K filing by SK Telecom Co., Ltd. (SK Telecom) reports on a material corporate action taken by its consolidated subsidiary, SK Broadband Co., Ltd. The filing date is August 27, 2026. On this date, the Board of Directors of SK Broadband resolved to approve a horizontal spin-off plan to establish a new entity, tentatively named SK Horizon Co., Ltd. The spin-off is scheduled to become effective on February 1, 2027.
Key Financial Metrics
The filing provides pro forma financial information for the Surviving Company (SK Broadband) and the Spin-off Company (SK Horizon) based on the statement of financial position as of March 31, 2026, and revenue data for the most recent fiscal year (2025).
| Entity | Total Assets (Won) | Total Liabilities (Won) | Total Equity (Won) | Revenue (FY 2025) |
|---|---|---|---|---|
| Surviving Company (SK Broadband) | 4,978,029,012,980 | 2,567,792,608,457 | 2,410,236,404,523 | 4,192,876,314,153 |
| Spin-off Company (SK Horizon) | 2,061,315,619,982 | 1,585,498,803,927 | 475,816,816,055 | 347,726,549,126 |
Spin-off Ratio: The Spin-off Company represents approximately 16.49% of the net assets of SK Broadband prior to the spin-off (0.1648677 ratio). The Surviving Company retains approximately 83.51% (0.8351323 ratio).
Contextual Scale: As of December 31, 2025, SK Broadband's total assets represented 22.8% of SK Telecom's consolidated total assets.
Material Changes and Transaction Details
- Business Segmentation: The Spin-off Company will assume businesses engaged in data center services (including CDN) and proprietary subsea cable-based international leased line services. The Surviving Company will retain all other businesses, primarily fixed-line telecommunications.
- Liability Allocation: Both the Surviving Company and the Spin-off Company will be jointly liable for all liabilities of SK Broadband incurred prior to the spin-off. Specific tax obligations (corporate income tax, local income tax, VAT) and accrued interest related to pre-spin-off periods will remain with the Surviving Company.
- Asset Transfer: All assets, contracts, intellectual property, and employment relationships primarily related to the Spin-off Businesses will be transferred to SK Horizon. Real properties, lawsuits, and investment securities related to these businesses are listed in attachments to the plan.
- Shareholder Impact: SK Broadband shareholders will receive newly issued shares of SK Horizon pro rata based on their holdings as of the Spin-off Allocation Record Date (January 29, 2027). Both entities will remain unlisted following the transaction.
Outlook, Risks, and Management Commentary
Purpose and Strategy: Management states the spin-off aims to enhance specialization, strengthen management efficiency, and diversify management risks by creating a corporate governance structure tailored to the specific characteristics of each business area. The Spin-off Company intends to attract external investment to strengthen competitiveness.
Risks and Contingencies:
- Plan Revisions: The Spin-off Plan may be revised or amended prior to the Extraordinary General Meeting (EGM) or between the EGM and the registration date if necessary due to operational changes, legal requirements, or discovery of omitted assets/liabilities, provided shareholder interests are not adversely affected.
- Timeline Uncertainty: The effective date of February 1, 2027, and other schedule dates remain subject to change based on board resolutions, applicable laws, and discussions with authorities.
- Joint Liability: Shareholders face the risk that the Surviving Company and Spin-off Company are jointly liable for pre-spin-off obligations, though rights of recovery exist between the entities if one discharges the other's liability.
Key Facts for Investor Verification
- Verify the final composition of the "List of Transferred Properties" and assets, as values are subject to change prior to the effective date.
- Confirm the outcome of the Spin-off EGM scheduled for January 15, 2027, which is required to approve the plan.
- Monitor announcements regarding the Spin-off Company's plans to attract external investment, which could alter the capital structure post-spin-off.
- Review the specific allocation of contingent liabilities and tax obligations, noting that certain tax liabilities remain with the Surviving Company despite the business transfer.
- Check for any updates to the spin-off schedule, as the timeline is explicitly stated as subject to change.