In July 2022, Guangzhou R&F Properties Co., Ltd. (the “Company” or “R&F Properties”) completed consent solicitation for 10 of its outstanding US dollar bonds (the “Transaction”). Following completion of the Transaction, the 10 notes originally due in 2022, 2023 and 2024 respectively will be consolidated into three notes due in 2025, 2027 and 2028 respectively, with an aggregate amount of approximately USD 4. 9 billion.
The Transaction is the largest consent solicitation project of debt restructuring for a Chinese real estate enterprise, and one of the largest consent solicitation transactions ever undertaken in Asia. The Transaction sought approval from the noteholders to implement the amendments proposed by R&F Properties to the existing debts and to waive existing and potential defaults. The specific amendments included the renewal of bonds, payment in kind, consolidation of notes, compulsory early redemption and compulsory exchange, and the requisite consent was eventually obtained from the holders of all 10 notes. Through the Transaction, R&F Properties was able to extend its debt maturity and improve its risk prevention ability and cash flow management, which further boosted market confidence.
JunHe acted as the PRC counsel to J.P. Morgan Securities (Asia Pacific) Limited, the lead agent, and Arta Global Markets Limited, the co-lead agent. JunHe’s team assisted in the internal and external approvals, communicated with the regulators, advised on PRC legal issues, and issued PRC legal opinions.
This project was led by partner YU, Yongqiang (YY) and was primarily undertaken by Ms. SHI, Yun. Partner HUANG, Wei was responsible for the internal review.