Sidley represented prominent Chinese real estate developer, Guangzhou R&F Properties Co., Ltd. (R&F Properties), in connection with the consent solicitation with respect to the proposed amendments to its three series of U.S. dollar-denominated notes (the “Senior 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.

The consent solicitation is coupled with a substantial disposal of R&F Properties and exchange offers conducted by an entity independent of R&F Properties (such entity, the “Purchaser”). The exchange offers invite eligible holders of the Senior Notes to tender their Senior Notes in exchange for new perpetual instruments to be issued by the Purchaser.

This complex liability management exercise has the unique feature of combining the company’s consent solicitations and the Purchaser’s exchange offers. After the exchange offers and the substantial disposal are consummated, R&F Properties will be released from upcoming liabilities and avoid risks of default or event of default arising from its existing indebtedness.

The liability management and substantial disposal were led by partners Renee Xiong, David Howe, and Christopher Cheng. Other team members included counsel Leonard Lou, senior managing associates Raveen Chandrakumar and Selina Wong, managing associate Sophie Gu, associate Chang Che and senior legal assistant Sancy Chen.