Linklaters Advised CIFI Holdings On Completion Of US$8.1 Billion Offshore Debt Restructuring
Linklaters advised CIFI Holdings on completion of US$8.1 billion offshore debt restructuring
The global law firm, Linklaters advised CIFI Holdings (Group) Co. Ltd. (CIFI) on the successful completion of its approximately US$8.1 billion offshore debt restructuring, effective 29 December 2025. The restructuring makes CIFI one of the first Chinese real estate developers to complete a comprehensive restructuring of both onshore and offshore indebtedness, providing a significant milestone and market reference point.
As CIFI’s lead counsel, Linklaters designed and implemented a holistic restructuring solution combining short-term, medium-term, and long-term debt instruments with equity conversion features. The transaction involved a tailored mix of notes, loans, and equity-linked instruments, achieving significant deleveraging for the company and enabling a crucial step toward recovery. The transaction is widely regarded as a “template” for other onshore-offshore restructurings by Chinese property developers.
The Linklaters team worked closely with CIFI on key workstreams, including:
- Forming an ad hoc group and coordination committee, establishing an efficient engagement framework with offshore creditors.
- Facilitating the rapid withdrawal of a winding-up petition to stabilise the company’s position.
- Leading internal review and market clarification processes to support the prompt resumption of trading in CIFI shares.
- Structuring an innovative prepaid option arrangement to raise new money and establishing a first-of-its-kind share incentive scheme.
- Implementing a consent solicitation process to change the governing law of convertible bonds and perpetual securities, bringing them under the Hong Kong scheme of arrangement and avoiding a parallel English scheme.
William Liu, partner at Linklaters, commented:
"The successful completion of CIFI’s restructuring is a strong testament to Linklaters’ ability to navigate highly complex, multi-jurisdictional and cross-product legal and commercial issues. We are grateful for CIFI’s trust and pleased to have acted as the solution provider in designing and executing a restructuring with real market significance, supporting the company in taking its first step towards getting back on its feet."
The Linklaters team was led by William Liu (Partner) and Richard Woodworth (Partner), with Shan Jiang (Counsel). The cross-border restructuring, capital markets, and banking practices team included Donnelly Chan (Corporate Partner), Denise Fung (Litigation, Arbitration & Investigations Partner), Justin Tang (Litigation, Arbitration & Investigations Partner), Taiki Ki (Capital Markets Partner), Victor Wan (Capital Markets Partner), and counsel Christian Felton and Bernard Ng, supported by key team members Wendy Ding, James Leung, Shuopeng Yin, Jun Tang, Elio Cunico, Charity Cheung, and Lorraine Ho.
Linklaters is a British multinational law firm headquartered in London. Founded in 1838, it is a member of the "Magic Circle," an elite group of the five most prestigious law firms in the United Kingdom.
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