Sidley Austin, Linklaters and Maples Group advised on the implementation of Sunac China’s USD10.2 billion offshore debt restructuring, representing the largest offshore transaction of its kind completed by a Chinese property group.
The restructuring, which took effect on 20 November, involved the conversion of Sunac China’s existing debt into convertible bonds, US dollar-denominated notes, mandatory convertible bonds and shares in Sunac China’s subsidiary, Sunac Services Holdings.
The three notes and bonds have been listed on the Singapore Exchange. The initial period for the mandatory convertible bonds will end on 1 December, with an share price of HKD6 apiece, while the convertible bonds’ transition period will end on 20 November 2024, priced at HKD20 apiece.
The restructuring programme was implemented in accordance with Hong Kong’s scheme of arrangement and chapter 15 of the US Bankruptcy Code.
Sunac China’s international counsel, Sidley, said the restructuring reduced Sunac’s leverage and created a more stable capital structure to sustain the company’s operations.
Sidley’s Hong Kong office partners Christopher Cheng and Carrie Li, and London office partner Jifree Cader co-led the team, with support from New York office partner Anthony Grossi, Hong Kong office partners Desmond Angand and Olivia Ngan.
Maples advised Sunac China on Cayman Islands law and British Virgin Islands (BVI) law. Its team led by Hong Kong office partner Nick Stern, Cayman Islands office partners Nick Herrod and Christian La Roda Thomas, and BVI office partner Matthew Freeman.
Linklaters has advised an ad hoc group of bondholders and lenders, led by restructuring and insolvency partner James Warboys, with support from capital markets partner Taiki Ki.
