Sidley Represents Sunac China Holdings Limited in Its Second Offshore Debt Restructuring of US$9.6 Billion

Sidley acted for Sunac China Holdings Limited (Sunac) in the restructuring of its approximately US$9.6 billion in offshore debt. This is the second restructuring in which Sidley has represented Sunac, having successfully acted for it in its US$10.2 billion offshore debt restructuring in 2023.

In this second restructuring, all scheme claims (including Sunac’s existing senior notes, bonds, and other financing instruments and debts) will be exchanged for mandatory convertible bonds which will be converted into shares of Sunac upon maturity of the bonds. The scheme of arrangement was sanctioned by the Hong Kong courts on November 5, 2025.

Throughout the restructuring process, Sidley constructively engaged with creditors to facilitate the formulation of a consensual restructuring proposal. This resulted in Sunac securing overwhelming approval from creditors for its second offshore debt restructuring plan, with the plan approved by 98.5% in number and 94.5% in value of the scheme creditors present and voting at the scheme meeting.

Sunac’s restructuring showcases Sidley’s experience in advising Chinese real estate companies seeking large-scale debt restructuring of offshore liabilities. The restructuring represents the first full equitization in the China real estate market and is another example of our ability to deliver complex and innovative deals in this market.

The multidisciplinary Sidley team was led by partners Christopher Cheng (China Corporate and Finance), Carrie Li (Capital Markets), Dhevine Chandrapala (Restructuring), Olivia Ngan (China Corporate and Finance), and Desmond Ang (Global Arbitration, Trade and Advocacy), and included Sophia Tong (Global Arbitration, Trade and Advocacy), Selina Wong (China Corporate and Finance), Jacob Zhao (Capital Markets), Dora Pan (China Corporate and Finance), Michael Wang (Global Arbitration, Trade and Advocacy), Ibrahim Babiker (Restructuring), Edwin Leung (Global Arbitration, Trade and Advocacy), and Michael Atkinson (Restructuring).