Sidley is representing Modern Land (China) Co., Limited (HK: 1107), a real estate developer focused on the development of green, energy-saving, and eco-friendly residences in the People’s Republic of China, on the restructuring of its US$1.34 billion in offshore dollar-denominated notes. Through the restructuring, the defaulted New York law-governed existing notes are to be replaced by a combination of cash and new notes with extended maturity. The new notes are also New York-law governed and will be listed on the Singapore Exchange. The complex transaction is being implemented through a scheme of arrangement in the Cayman Islands, and through a parallel recognition proceeding under Chapter 15 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York (SDNY).
On July 18, 2022, the U.S. Bankruptcy Court for the SDNY delivered an order granting Chapter 15 recognition of Modern Land (China) Co., Limited’s Cayman scheme of arrangement as a foreign main proceeding. This is an important decision impacting a number of offshore incorporated businesses who are in the process of, or are considering, launching schemes as it confirms that Chapter 15 recognition of an offshore scheme discharges New York law governed debt as a matter of New York state law.
Modern Land’s restructuring is expected to close around the end of July.
The multidisciplinary Sidley team was led by partners Carrie Li (Capital Markets), Raymond Oh (China Corporate and Finance), Mark Knight (Restructuring), and Anthony Grossi (Restructuring). The transaction involved a team working together across several practice areas and offices including:
- Restructuring (London and Hong Kong): partners Jifree Cader and Gordon Davidson, lead associate Luke Mason, and associates Molly Dyas and Chandon Chahal, and trainee Victor Pianowski.
- Restructuring (U.S.): Juliana Hoffman, Charlie Saad, and Suzanne Span
- Capital Markets (Hong Kong and Beijing): Leonard Lou, Sophie Gu, and Robin Liu
- Other lawyers involved: Olivia Ngan, Sandy Yeung, Libby Chau, and Douglas Tsang