Sidley is acting as the international legal adviser to Kaisa Group Holdings Ltd. (HKEX: 1638, Kaisa), a leading Chinese real estate developer, in its restructuring of approximately US$12.3 billion in offshore debt. This is the largest offshore debt restructuring of a Chinese real estate company that has been sanctioned to date. The restructuring was named “Deal of the Year” by China Business Law Journal, 2024.
The landmark restructuring was achieved through several schemes of arrangement for both Kaisa and Rui Jing Investment Company Ltd. (Rui Jing), Kaisa’s principal subsidiary. This includes the Kaisa Hong Kong Scheme, the Kaisa Cayman Scheme, the Rui Jing Hong Kong Scheme, and the Rui Jing BVI Scheme, which have all been sanctioned as of April 7, 2025.
The restructuring is being implemented through dual parallel schemes of arrangement at two different entities, Kaisa Scheme and Rui Jing Scheme, which are interconditional. The Kaisa Scheme is being implemented through two parallel schemes of arrangement in Hong Kong and the Cayman Islands, and the Rui Jing Scheme is being implemented through two parallel schemes of arrangement in Hong Kong and the British Virgin Islands. Participants of both schemes may receive restructuring consideration consisting of six tranches of senior notes and eight tranches of mandatory convertible bonds. The restructuring received significant support by creditors.
Sidley played a significant role in navigating the holistic restructuring through constructively engaging with creditors to facilitate a consensual restructuring proposal and advising on new and novel debt instrument documents. This matter again demonstrates both Sidley’s unmatched expertise in advising Chinese real estate companies in large-scale offshore debt restructurings and our team’s ability to manage and deliver complex restructuring transactions.
The multidisciplinary Sidley team was led by partner Renee Xiong (Hong Kong). The transaction involved a cross-border team working across several practice areas and offices, including the following:
- Capital Markets: Leonard Lou (counsel, Beijing), Sophie Gu (managing associate, Hong Kong), Robin Liu (associate, Hong Kong), and Jay Jing (associate, Hong Kong)
- Litigation: Desmond Ang (partner, Hong Kong), Sophia Tong (counsel, Hong Kong), Derek Yuen (associate, Hong Kong), and Wincy Yim (trainee solicitor, Hong Kong)
- China Corporate Finance: Constance Choy (partner, Hong Kong), Christopher Cheng (partner, Hong Kong), Olivia Ngan (partner, Hong Kong), Selina Wong (senior managing associate, Hong Kong), Sammi Lee (managing associate, Hong Kong), Kelly Lam (managing associate, Hong Kong), Kenny Wong (associate, Hong Kong), and Jessica Tse (trainee solicitor, Hong Kong)
- Restructuring: Kieran Sharma (partner, London) and Tom Burke (managing associate, London)
