Sidley Advised on New World Development’s Landmark Exchange Offer
Sidley Advised on New World Development’s Landmark Exchange Offer
Sidley acted as international counsel to dealer managers Deutsche Bank AG, Hong Kong Branch; The Hongkong and Shanghai Banking Corporation Limited; DBS Bank Ltd; and BOCI Asia Limited in connection with New World Development Company Limited’s (HKEX: 0017) (New World Development) exchange offer, which resulted in exchanging approximately US$2.53 billion of its existing securities for around US$1.36 billion of new securities (the New Securities, and such offer, the Exchange Offer). New World Development is a leading Hong Kong-based property developer with core business in property development, hotels, and department stores in Hong Kong and Mainland China.
The Exchange Offer was launched on November 3, 2025, and settled on November 20, December 1, and December 5, 2025, respectively. The New Securities comprised perpetual securities and bonds supported by intercompany loans secured over flagship property assets and guaranteed by New World Development. Sidley represented the deal managers in negotiating all structural, legal, and documentation aspects of the transaction.
The Exchange Offer formed part of New World Development’s broader deleveraging initiative, with the objectives of optimizing its debt-maturity profile, enhancing balance-sheet flexibility and liquidity, and strengthening its overall financial position in light of prevailing market conditions.
Sidley is one of the most experienced international law firms executing high-profile debt offerings and complex liability management transactions in the Asia Pacific region. The Debt Capital Markets practice is widely recognized for its strong transactional track record, having been ranked Band 1 by Chambers Greater China Region for 14 consecutive years. It was also named “Securities Firm of the Year” at Law.com International’s Asia Legal Awards 2024 and has received numerous accolades, including from IFLR in its APAC Awards, Debtwire, China Business Law Journal, Legal 500 Asia Pacific, FinanceAsia, and The Asset.
The Sidley team was led by Carrie Li (Partner/ Capital Markets, Hong Kong) and Vladimir Mikhailovsky (Partner/ Capital Markets, London). The transaction involved a cross-border team working across several practice areas and offices, including:
- Capital Markets: Omar Shafi (Counsel/ London); Joel Lam (Senior Managing Associate/ Singapore); Ken Ye (Registered Foreign Lawyer) and Chengcheng Tang (Legal Manager/ Hong Kong); and Jennie Pei (Senior Legal Assistant/ Beijing).
- Global Finance: Olivia Ngan (Partner), Kelly Lam (Managing Associate), and Jessica Tse (Legal Manager) Hong Kong.
Sidley’s David Howe (Partner/ Capital Markets, London) and Michael Atkinson (Associate/ Capital Markets, London) advised the trustee (GLAS Agency (Hong Kong) Limited) in this transaction.
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