International law firm Sidley Austin represented Sino-Ocean Group Holding Limited (Sino-Ocean) in its restructuring of approximately US$6 billion in offshore debt. Sino-Ocean together with its subsidiaries (the Group) is principally engaged in property development in the People’s Republic of China (PRC) and had been affected heavily by the ongoing PRC real estate crisis.
Sino-Ocean’s restructuring became effective on March 27, 2025, becoming the first restructuring of a Chinese property group to be implemented via an English Restructuring Plan (RP). The extraordinary success of Sino-Ocean’s restructuring once again demonstrates both Sidley’s unmatched expertise in advising Chinese real estate companies in large-scale offshore debt restructurings and Sidley’s ability to manage and deliver complex restructuring transactions.
Sino-Ocean’s restructuring was novel in several respects:
- This was the first RP in which one of the cramming classes comprised only foreign law debt (in this case, debt governed by Hong Kong law), in circumstances where a parallel process was being run in the relevant foreign jurisdiction (namely the Scheme).
- This was also the first RP in which a class of creditors “crammed down” (or “crammed across”) another class of creditors where the two classes would have ranked pari passu in the relevant alternative scenario, namely a liquidation of Sino-Ocean.
- This was the first RP where existing shareholders of the company were allowed to retain a substantial proportion of the equity in the restructured company, where the justification for such retention of equity was that it was in the interest of creditors to retain certain institutional shareholders, thereby ensuring that Sino-Ocean would retain its status as a state-owned enterprise.
The multidisciplinary Sidley team was led by partners Christopher Cheng (China Corporate and Finance), Kieran Sharma (Restructuring), Carrie Li (Capital Markets), and Desmond Ang (Dispute Resolution).
Please find the full announcement on Sidley’s website here.
