Conyers acted as Cayman Islands and British Virgin Islands counsel to China Aoyuan Group Limited (“China Aoyuan”) in connection with (i) an exchange offer by China Aoyuan of its US$188 million 4.8% senior notes due 2021 (the “Existing Notes”) for new U.S. dollar denominated senior notes (the “Exchange Notes”) in accordance with the terms of the exchange offer (the “Concurrent Exchange Offer”); and (ii) an offering of its additional new notes in the principal amount of US$142 million 4.2% due 2022 by China Aoyuan (the “New Notes”) in accordance with the terms of the concurrent new money issuance (the “Concurrent New Money Issuance”).
Simultaneously on the completion of the Concurrent Exchange Offer, the Existing Notes tendered and accepted were retired and the New Notes were issued as part of concurrent exchange and new money issuance.
The New Notes were constituted under an Indenture and secured by subsidiary guarantees and permitted pari passu indebtedness share charges over BVI and Hong Kong subsidiaries (the “PPPSI Share Charges”) provided by the restricted subsidiaries of the Company.
The security provided is governed under an intercreditor arrangement with all existing creditors of the Company having the benefit of the shared collateral secured by the PPPSI Share Charges.
China Aoyuan is one of the leading property developers in Guangdong province in China and develops composite properties, incorporating healthy living concepts such as sports and health into residential communities.
Partner Paul Lim and Associate Hollia Lam of Conyers’ Hong Kong office advised on the matter, working alongside Linklaters.