Debt Restructurings and Liability Management 

• Kaisa Group Holdings Ltd. 

on the approximately US$12.3 billion offshore debt restructuring through the dual parallel schemes of arrangement at two different entities in their relevant jurisdictions. This is the largest offshore debt restructurings of a Chinese real estate company that has been sanctioned to date. This deal was named "Deal of the Year" by China Business Law Journal in 2024.

in connection with its exchange offer for its existing US$285,550,431 Series A notes, US$513,991,114 Series B notes, US$628,211,527 Series C Notes, US$685,321,749 Series D notes and US$742,431,780 Series E notes, pursuant to which it issued US$228,130,000 7.25% senior notes due 2020, US$215,385,000 7.875% senior notes due 2021, US$796,919,000 8.50% senior notes due 2022 and US$1,417,503,000 9.375% senior notes due 2024; and the issuance of additional US$56,870,000 7.25% senior notes due 2020, US$9,615,000 7.875% senior notes due 2021, US$23,081,000 8.50% senior notes due 2022 and US$702,497,000 9.375% senior notes due 2024; in each case, in reliance on Regulations S. This deal was recognized as "Deals of the Year" by China Business Law Journal in 2017

in its restructuring of over US$3 billion of offshore bond and bank indebtedness through the implementation of schemes of arrangements in the Cayman Islands and Hong Kong and recognition in the United States. This restructuring was named a "Deal of the Year 2016" by Asian-MENA Counsel

• Shimao Group Holdings Limited on the restructuring of its offshore debt in the aggregate principal amount of approximately US$11.5 billion. The scheme of arrangements was sanctioned by the High Court of Hong Kong on March 13, 2025. The restructuring is being conducted in parallel with bilateral restructurings of certain other offshore debts outside of the scope of the scheme in the aggregate principal amount of approximately US$2 billion. This deal is one of the largest real estate restructuring transactions and was named "Deal of the Year" by China Business Law Journal in 2024

• China Fortune Land Development Co., Ltd. in the restructuring of its US$4.96 billion offshore debt by way of English scheme of arrangement. This landmark deal is the first English scheme of arrangement of a Chinese real estate business in the current wave of companies in the sector seeking large-scale debt restructurings of offshore liabilities and the first successful restructuring transaction to date with a debt-to-equity swap element. This deal was recognized as "Best Property Deal: China Offshore" by FinanceAsia Achievement Awards in 2023

• RiseSun Real Estate Development Co., Limited and its subsidiaries in connection with the restructuring of the group's offshore dollar-denominated notes through a BVI scheme of arrangement. As a result of the restructuring, the existing New York law-governed notes (US$780 million in principal and interest) issued by RongXingDa Development (BVI) Limited were exchanged for a cash payment and the issuance of two series of new notes with extended maturities. Both series of new notes are governed by New York law, with high yield covenants and are listed on the Singapore Exchange. It is the first Chinese real estate company to complete an offshore restructuring of its indebtedness since 2016. The deal was named as "Deal of the Year" by China Business Law Journal in 2022

• Guangzhou R&F Properties Co., Ltd. in the consent solicitation with respect to the proposed amendments and waivers to its 10 series of US dollar-denominated notes with an aggregate outstanding principal amount of approximately US$4.9 billion issued by its offshore subsidiary Easy Tactic Limited. With respect to all ten series of senior notes, the consent conditions have been satisfied and the requisite consent has been received. This transaction is reported to mark the largest successful restructuring of public real estate debt in Asia to date. The deal was named as "High Yield Deal of the Year" by IFLR in 2023 and "Deal of the Year" by China Business Law Journal in 2022

• Guangdong - Hong Kong Greater Bay Area Holdings Limited in connection with the exchange offer of its existing US$75 million 12% senior notes due 2023 and US$287.819 million 13.85% senior notes due 2023 for its newly issued US$413,578,609 7% senior notes due 2026. The deal was shortlisted as "Debt Market Deal of the Year: South China & Central China" by ALB China Regional Law Awards in 2023

• Ganglong China Property Group Limited

in connection with its consent solicitation of the US$164.4 million 9.5% senior notes due 2024 to add a redemption option to allow the Company to redeem all of such notes with newly-issued notes within a certain grace period. Requisite consents have been received. After the supplemental indenture to add the redemption option became operative, the Company issued 9.5% Senior Notes due 2025 in an aggregate principal amount of US$180.5 million, which is equal to i) US$164.4 million, the aggregate principal amount of the outstanding Notes, and ii) the amount of accrued and unpaid interest to (but excluding) the redemption date, and fully redeemed the 9.5% senior notes due 2024 before the expiry of the grace period accordingly

in connection with its consent solicitation of the US$145 million 13.5% senior notes due 2023 to add a redemption option to allow the Company to redeem all of such notes with newly-issued notes. Requisite consents have been received. After the supplemental indenture to add the redemption option became operative, the Company issued the 9.5% senior notes due 2024 in the aggregate principal amount of US$164.4 million, equal to (i) the then outstanding principal amount of the 13.5% senior notes due 2023 plus (ii) the amount of accrued and unpaid interest to (but excluding) the redemption date, and fully redeemed the 13.5% senior notes due 2023 before the maturity accordingly

in connection with its consent solicitation outside the clearing systems with respect to the proposed waiver of certain default and event of default under, and the proposed amendment to the terms of, the US$145 million 13.5% senior notes due 2023. The consent solicitation has been successfully completed with consent received from all holders of the outstanding notes

in connection with the exchange offer for its existing US$158 million 13.5% senior notes due 2022 into newly issued 13.5% senior notes due 2023 and accrued interest. The exchange offer achieved an acceptance rate of over 91% and US$145 million in principal amount of the 13.5% senior notes due 2023 was issued in connection of the exchange offer

in connection with 1) the exchange offer for its existing 13.5% senior notes due 2021 into US$ 150 million 13.5% senior notes due 2022; and 2) the issuance of additional US$31.3 million 13.5% senior notes due 2022. The above senior notes include "high-yield" covenants and pursuant to Regulation S

• Guangzhou R&F Properties Co., Ltd.

in connection with the consent solicitation with respect to the proposed amendments to its three series of US dollar-denominated notes with an aggregated outstanding principal amount of approximately US$5.7 billion issued by its offshore subsidiary Easy Tactic Limited. With respect to all three series of senior notes, the consent conditions have been satisfied and the requisite consents have been received

in connection with the invitations by its offshore subsidiary, Easy Tactic Limited, to eligible holders of its outstanding US$725,000,000 5.75% senior notes due 2022 to either (A) tender any and all of the notes held by such holders for purchase for cash at a discounted purchase price and to approve certain amendments to the terms and conditions of the notes in respect of all of the notes validly tendered, or (B) tender any and all of the notes held by such holders for purchase for cash at par, 50% of which may be accepted for purchase, and to approve certain amendments to the terms and conditions of the notes in respect of all of the notes validly tendered, or (C) to approve certain amendments to the terms and conditions of the notes in respect of all of the notes held by such holders. The consent conditions were satisfied and the requisite consent was received at the Meeting to approve the Extraordinary Resolution. Following approval of the Extraordinary Resolution, the issuer determined to accept for purchase a total of  US$116,369,000 in principal amount of the notes under Options (A) and (B)

in connection with its offering of US$500 million 11.75% senior notes due 2023 through its offshore subsidiary Easy Tactic Limited as the issuer, including "high-yield" covenants and pursuant to Regulation S and its concurrent tender offer to purchase for cash a total of US$325,146,000 in principal amount of its US$800 million 7.0% senior notes due 2021

in connection with its offering of US$400 million 8.625% senior notes due 2024 through its offshore subsidiary Easy Tactic Limited as the issuer, including "high-yield" covenants and pursuant to Regulation S and its tender offer to purchase for cash for its US$700 million principal amount of 8.75% senior notes due 2021

in connection with a consent solicitation with respect to its outstanding 10.875% senior notes due 2016, 8.75% senior notes due 2020 and 8.5% senior notes due 2019

• Anton Oilfield Services Group

in connection with the exchange offer for its existing 7.5% senior notes due 2022 into US$61,903,000 8.75% senior notes due 2025; and concurrent new money issuance of additional US$88,097,000 8.75% senior notes due 2025, pursuant to Regulation S. The aggregate principal amount of the new notes issued in the concurrent new money issuance and the new notes pursuant to the exchange offer is US$150 million

in its tender offer to purchase for cash for its US$300 million principal amount of 9.75% senior notes due 2020

in connection with the consent solicitation with respect to its US$250 million 7.5% senior notes due 2018

Debt Capital Markets Transactions

• China National Offshore Oil Corporation in connection with its offering of US$1.3 billion 4.5% senior notes due 2023, pursuant to Rule 144A and Regulation S and €500 million 2.75% senior notes due 2020, pursuant to Regulation S. This transaction was named “Debt Deal of the Year” by China Business Law Journal and "Best Investment-Grade Bond of the Year" by IFR Asia in 2013

• Kaisa Group Holdings Ltd. 

in its offering of approximately US$1,000,022,000 11.7% senior notes due 2025, including "high-yield" covenants and pursuant to Reg S, and its concurrent exchange offer and tender offer to its existing 9.375% senior notes due 2024. The new notes include US$500 million principal amount issued to new investors, and an additional US$500 million principal amount issued to holders of existing notes, pursuant to the terms of the exchange offer. The existing notes were tendered for purchase under an unmodified Dutch auction procedure, in which the Kaisa Group purchased for cash at approximately US$304 million. After the completion of the exchange and tender offer, US$2,247,453,000 in aggregate principal amount of the Existing Notes remain outstanding. This deal was named "Deal of the Year: High Yield" at the IFLR Asia-Pacific Awards 2022, and also named "Securities Deal of the Year: Debt" at the 2022 Asia Legal Awards by Law.com International

• Jiayuan International Group Limited in its offering of US$100 million 7% green convertible bonds due 2025, which are issued as "green bonds" under its green finance framework, pursuant to Regulation S. This is the first-ever green equity-linked offering by a Chinese issuer and the first Chinese real estate developer to access the equity-linked market since November 2018. The deal enabled Jiayuan to tap a new investor base, while diversifying its funding sources to support future green projects. This offering has been named as one of Best Deals (North Asia - China) at The Asset Triple A Country Awards 2021

• Zhenro Properties Group Limited in its offering of US$200 million 5.95 % senior notes due 2021 and US$350 million 7.35 % senior notes due 2025, both are issued as "green bonds" under its green bond framework, including "high-yield" covenants and pursuant to Regulation S. The offerings are awarded as "Best Green Bond" in the real estate section by The Asset Triple A Sustainable Capital Markets Regional Awards in 2020

• Guangzhou R&F Properties Co. Ltd in its offering of US$1 billion 8.5% senior notes due 2019 by Trillion Chance Limited, including high-yield covenants and pursuant to Regulation S. This transaction was named as "Debt Deal of the Year" by China Business Law Journal in 2014

• Shimao Property Holdings Limited 

in connection with its offering of US$350 million 11% notes due 2018, including high-yield covenants and in connection with its offering of US$500 million 9.65% senior notes due 2017, including high-yield covenants, pursuant to Regulation S. This transaction was named in 2010 as "Best High-Yield Bond" by The Asset

in its US$500 million Regulation S offering of 9.65% senior notes due 2017. This transaction was named "Best High-Yield Bond Deal of the Year" by The Asset in 2010

• China Water Affairs Group Limited 

in its offering of RMB1 billion (approximately US$137,000,000) 3.45% guaranteed blue bonds due 2030 in reliance on Regulation S, which are issued as "blue bonds" under its green & blue framework. The payment obligations of the Company under the bonds are guaranteed by Credit Guarantee and Investment Facility (CGIF), a trust fund of the Asian Development Bank

in its offering of US$150,000,000 4.85% senior notes due 2026, including "high-yield" covenants and pursuant to Regulation S, which are issued as "green bonds" under its green bond framework, and consolidated and form a single series with the US$200,000,000 4.85% senior notes due 2026 issued on May 18, 2021

in its offering of US$200 million 4.85% senior notes due 2026, which are issued as "green bonds" under its green bond framework, including "high-yield" covenants and pursuant to Regulation S.

• CSSC (Hong Kong) Shipping Company Limited 

in connection with its offering through its direct wholly-owned subsidiary, CSSC Capital 2015 Limited, as the issuer of US$500 million 2.1% guaranteed bonds due 2026, which are issued as "green bonds" under its green bond framework, pursuant to Regulation S

in connection with its offering through its direct wholly-owned subsidiary, CSSC Capital 2015 Limited, as the issuer of 1) US$400 million 2.5% guaranteed bonds due 2025; 2) US$400 million 3% guaranteed bonds due 2030, both pursuant to Regulation S

• China Oil And Gas Group Limited 

in its offering of US$400 million 4.7% senior notes due 2026, including "high-yield" covenants and pursuant to Regulation S

in its offering of additional US$30 million 5.5% senior notes due 2023, which are consolidated and form a single class with its US$320 million 5.5% senior notes due 2023, including "high-yield" covenants and pursuant to Regulation S

in its offering of US$320 million 5.5% senior notes due 2023, including "high-yield" covenants and pursuant to Regulation S

in its offering of US$350 million 4.625% senior notes due 2022, including high-yield covenants and pursuant to Regulation S

in its offering of US$300 million 5% senior notes due 2020, including high-yield covenants and pursuant to Regulation S

in its offering of US$350 million 5.25% senior notes due 2018, including high-yield covenants and pursuant to Regulation S and Rule 144A

Equity Transactions

• Goldman Sachs (Asia) LLC, CIMB Investment Bank Berhad and P.T. Mandiri Sekuritas, as underwriters in a secondary sale of shares of PT XL Axiata TBK by Axiata Group Berhad. This transaction was named "Best Secondary Offering of the Year" by The Asset in 2010

• Tenfu (Cayman) Holdings Company Limited (HKEX: 6868) in connection with its US$160.5 million initial public offering listed on the Main Board of the Stock Exchange of Hong Kong Limited with concurrent global placement pursuant to Regulation S and Rule 144A. This transaction was named "Best Small-Cap Equity Deal" by The Asset in 2011

• Suxin Joyful Life Services Co., Ltd. (HKEX: 2152) in connection with its HK$230 million (US$29.5 million) initial public offering and H-share listing on the Main Board of The Stock Exchange of Hong Kong (HKEX). Suxin Services is a subsidiary of Suzhou Sugaoxin Group Co., Ltd., a leading city developer and operator headquartered in Suzhou, Jiangsu Province

• Athenex, Inc., in connection with its initial public offering of its Common Shares listed on the NASDAQ Global Market. Athenex, Inc. is a global biopharmaceutical company dedicated to the discovery, development and commercialization of novel therapies for the treatment of cancer

• Jiayuan Services Holdings Limited (HKEX: 1153) in connection with its HK$518 million (US$66.7 million) initial public offering on the Main Board of the Stock Exchange of Hong Kong. The listing is a spinoff of property management business from Jiayuan International Group Limited (HKEX: 2768). Jiayuan Services is a leading comprehensive property management service provider

• Shinsun Holdings (Group) Co., Ltd. (HKEX: 2599) in its HK$3.17 billion (US$400 million) initial public offering  on the Main Board of the Stock Exchange of Hong Kong (HKEX). Shinsun Holdings is a fast-growing, large-scale, comprehensive real estate developer in China

• Jinke Smart Services Group Co., Ltd (HKEX: 9666)in its HK$5.74 billion (US$736 million) global offering and listing of H-shares on the Main Board of The Stock Exchange of Hong Kong. Jinke Services is a leading, comprehensive, and "smart" property management service provider in China.

• Shimao Services Holdings Limited (HKEX: 873) in its HK$9.76 billion (US$1.26 billion) initial public offering  on the Main Board of The Stock Exchange of Hong Kong Limited with a concurrent global offering pursuant to Rule 144A and Regulation S. The listing is a spinoff of property management business from Shimao Group Holdings Limited (HKEX:813). Shimao Services is a leading comprehensive property management and community living service provider in China

• KWG Living Group Holdings Limited (HKEX: 3913) in its HK$2.89 billion (US$373 million) initial public offering on the Main Board of the Stock Exchange of Hong Kong. The listing is a spinoff of property management business from KWG Group Holdings Ltd (HKEX:1813). KWG Living is China's leading property management service provider

• Radiance Holdings (Group) Company Limited (HKEX: 9993) (Radiance Holdings) in connection with its HK$2.47 billion (US$317 million) initial public offering (IPO) on the Main Board of the Stock Exchange of Hong Kong. Radiance Holdings is China's leading property developer

• Excellence Commercial Property & Facilities Management Group Limited (HKEX:6989) in its HK$3.06 billion(US$392 million) initial public offering on the Main Board of the Stock Exchange of Hong Kong. Excellence Commercial Property is a leading commercial property management service provider in China

• Redsun Services Group Limited (HKEX: 1971) HK$415 million (approximately US$53.5 million) initial public offering on the Main Board of The Stock Exchange of Hong Kong and global offering. The Sidley team acted as Hong Kong legal counsel for the sole sponsor, ABCI Capital Limited, and the underwriters, which included ABCI Securities Company Limited, CCB International Capital Limited, CMB International Capital Limited, ICBC International Securities Limited, CEB International Capital Corporation Limited, China Everbright Securities (HK) Limited, Guosen Securities (Hong Kong) Capital Company Limited, Haitong International Securities Company Limited, CRIC Securities Company Limited, CNI Securities Group Limited, Fortune (HK) Securities Limited, Livermore Holdings Limited, Maxa Capital Limited, Seazen Resources Securities Limited, and Soochow Securities International Brokerage Limited. Redsun Services is one of the top 100 property management companies in China

• A-Living Services Co. Ltd. (HKEX: 3319) US$525.5 million initial public offering on the Main Board of the Stock Exchange of Hong Kong Limited. This was the first H share spin-off listing of a company engaged in the business of property management from a red chip-listed holding company. Upon its listing, A-Living Services Co. Ltd had a market cap of over HK$16 billion

• Colour Life Services Group Co., Limited (HKEX: 1778) US$122 million initial public offering on the Main Board of the Stock Exchange of Hong Kong Limited and global offering. Colour Life Services Group is one of the leading property management companies in the P.R.C

• Yida China Holdings Limited (HKEX: 3639) US$183 million initial public offering on the Main Board of the Stock Exchange of Hong Kong Limited with concurrent global placement pursuant to Regulation S and Rule 144A. Yida China is one of the leading property developers focusing on the development of business parks in China

• Goodbaby International Holdings Limited (HKEX: 1086) US$188.4 million Rule 144A and Regulation S initial public offering on the Main Board of the Stock Exchange of Hong Kong Limited and global offering. Goodbaby International is an international durable juvenile products company headquartered in China

• China First Chemical Holdings Ltd (HKEX: 2121) US$69.2 million initial public offering on the Main Board of the Stock Exchange of Hong Kong Limited with concurrent global placement pursuant to Regulation S and Rule 144A. China First Chemical is a leading chemical provider specializing in bleaching and disinfectant chemicals in China

• Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc., Piper Jaffray & Co. and CIBC World Markets Corp as underwriters in the approximately US$283 million combined primary/secondary initial public offering of American Depositary Shares of Agria Corporation, a developer of agricultural products based in China. The American Depositary Shares were listed on the New York Stock Exchange

• Vimetco N.V.,a producer of primary aluminum and processed aluminum with operations in Romania and China in its initial public offering listed on the London Stock Exchange

• Stella International Holdings Limited (Hong Kong) (HKEX: 1836) US$388 million initial public offering on the Main Board of the Stock Exchange of Hong Kong Limited with concurrent global placement pursuant to Regulation S and Rule 144A. Renee acted as legal counsel for the lead underwriter Goldman Sachs (Asia) L.L.C. Stella International is a retailer and designer of men's and women's shoes

• WuXi PharmaTech (Cayman) Inc. in connection with its US$212 million initial public offering of 15 million American Depositary Share listed on the New York Stock Exchange

Loan Transactions

• China Oil and Gas Group Limited on the successful closing of its US$300 million sustainability-linked term loan facility, funded by eight international banks and arranged by China CITIC Bank International Limited and Ping An Bank Co., Ltd. as joint mandated lead arrangers, bookrunners and underwriters

• Shimao Group Holdings Limited and its subsidiary Brand Rise Limited as borrower on the successful restructuring of its original HK$4.5 billion project loan facilities arranged by The Hongkong and Shanghai Banking Corporation Limited as agent. The transaction has been beneficial to the business operations and enhancement of Sheraton Hong Kong Tung Chung Hotel and the Four Points by Sheraton Hong Kong Tung Chung Hotel, both of which are one of the most notable and valuable offshore projects developed by Shimao group. Further, securing the financing resources of the two assets are critical to the ongoing restructuring of Shimao group's offshore debt and may provide additional credit enhancement for the debt restructuring, which will benefit all stakeholders of Shimao group as a whole

• Guangzhou R&F Properties Co., Ltd.  in connection with the refinancing of its outstanding 9.5% senior secured notes due 2022 issued by its subsidiary Trillion Glory Limited, by way of a US$540.417 million term loan facility. The maturity date of the loan is 31 October 2023

• InfraRed NF in providing a US$92.2 million mezzanine loan to Fullsun International Holdings Group. InfraRed NF, a leading Hong Kong-based real estate investment manager, co-invested with Firewave Management Limited, an indirect wholly owned subsidiary of a Singapore-listed company, Metro Holdings Limited, on this loan

• Shimao Property Holdings Limited as borrower and certain of its subsidiaries as guarantors, in connection with multi-currency term loan facilities in the amount of US$610 million and HK$468 million

• SOHO China Limited and certain of its subsidiaries as guarantors on the US$415 million and HK$4,263 million four-year syndicated transferrable term loan facilities made available by a syndicate of banks

• KWG Property Holding Limited, Guangzhou R&F Properties Co. Ltd and Shimao Property Holdings Limited in connection with a three-year HK$2,700 million term loan facility with a syndicate of banks

M&A / Other Transactions

• Special committee in connection with a going private bid from the Chairman and controlling shareholder of Yida China Holdings Limited

• GE Energy in its bid to acquire Westinghouse Electric Company LLCa builder of nuclear power plants, from British Nuclear Fuels Limited

• The Home Depot, Inc. in its acquisition of Cox Lumber Co. and Cox Lumber Co. of Inverness

• Per-Se Technologies, Inc. in its acquisition by McKesson Corp

• Roper Industries, Inc. in its acquisition of MedTec, Inc

• Shareholders of a closely held corporation in their sale of all capital stocks to Imaging Technologies Services LLC

• Arcapita its acquisition of AccuMed Holding Corp

• ChemPro, Inc. in its merger with and into an affiliate of Allied Capital Corporation, ChemPro Acquisition Corp

• Serologicals Corporation in its acquisition of Linco Research Incorporated and LINCO Diagnostic Services, Inc

• Rooms To Go.com, Inc. in its acquisition of five stores from Morris Kirschman & Co., LLC