Country Garden Holdings Company Limited’s partial repurchase of its existing zero coupon secured guaranteed convertible bonds due 2019

Sidley advised Country Garden Holdings Company Limited(HKEX: 2007) (Country Garden) in connection with its partial repurchase of its existing zero coupon secured guaranteed convertible bonds due 2019.

Concurrent with the repurchase, Sidley also advised Country Garden on its issuance of 4.5% secured guaranteed convertible bonds through a wholly-owned subsidiary and a derivative transaction of call spread overlay (consisting of purchased call options and written call options). This highly innovative deal enabled Country Garden not only to refinance its offshore debt, but the call spread overlay also allowed the company to reduce the potential dilution upon conversion of the new bonds and to effectively issue new conversion bonds with a higher conversion price.

Country Garden is a leading residential property developer in China focusing on property development, construction, decoration and property investment, as well as hotel development and management.

The multi-office Sidley team was led by partners Matthew Sheridan (Picture) (Singapore), Carrie Li (Hong Kong), David Howe (London), Jason Richardson (London) and Prabhat Mehta (New York); with support from counsel Hon Auyeung (Hong Kong), senior associate Dominic Sze (Hong Kong), and associates Jacob Zhao (Hong Kong), Amy Fok (Hong Kong), Patricia Wood (New York) and Sophie Gu (Beijing).

Involved fees earner: Hon Auyeung – Sidley Austin LLP; Amy Fok – Sidley Austin LLP; Sophie Gu – Sidley Austin LLP; David Howe – Sidley Austin LLP; Carrie Li – Sidley Austin LLP; Prabhat Mehta – Sidley Austin LLP; Jason Richardson – Sidley Austin LLP; Matthew Sheridan – Sidley Austin LLP; Dominic Sze – Sidley Austin LLP; Patricia Wood – Sidley Austin LLP; Jacob Zhao – Sidley Austin LLP;

Law Firms: Sidley Austin LLP;

Clients: Garden Holdings Company Limited;