Why are most listed companies' convertible bonds issued by private placement?

Privately placed convertible bonds can be issued with only a board resolution (and the filing of a major matters report) without submitting a securities registration statement, so the procedure is simpler than a public offering, which requires review of a registration statement.

According to the Financial Supervisory Service, of the convertible bonds issued in 2021, 598 were private placements and 3 were public offerings. On the other hand, because there is no process of detailing the use of funds and risk factors and having them reviewed as in a registration statement, the FSS has stepped up disclosure reviews and investigations, noting that privately placed convertible bonds can be abused for unfair trading.