Linklaters advises CIFI on successful completion of approximately US$8.1bn offshore debt restructuring, becoming one of the first Chinese developers to complete onshore-offshore restructuring

Linklaters has advised CIFI Holdings (Group) Co. Ltd. (CIFI) on the successful completion of its approximately US$8.1bn offshore debt restructuring. The restructuring becomes effective on 29 December 2025, making CIFI one of the first Chinese real estate developers to complete a comprehensive restructuring of both its onshore and offshore indebtedness and providing an important milestone and reference point for the market.

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 used a tailored mix of notes, loans and equity-linked instruments, achieving significant deleveraging for the company and enabling it to take a crucial first step towards recovery.
The transaction is widely regarded as a “template” for other onshore-offshore restructurings by Chinese property developers and has strong reference value for the sector.

Working closely with the CIFI team, the Linklaters team designed and delivered a number of critical workstreams, including:

• actively promoting the formation of an ad hoc group and a coordination committee, establishing a professional and efficient engagement framework and building trust with offshore creditors;
• facilitating the rapid withdrawal of a winding-up petition, stabilising the company’s position;
• leading an internal review and market clarification process, supporting the prompt resumption of trading in the company’s shares;
• structuring and implementing an innovative prepaid option arrangement to raise new money from market investors, and establishing a share incentive scheme, representing a first-of-its-kind structure in the market;
• implementing a consent solicitation process to change the governing law of the convertible bonds and perpetual securities and bring them within the Hong Kong scheme of arrangement, avoiding a parallel English scheme and reducing both time and costs.

The Linklaters team was led by partners William Liu and Richard Woodworth and counsel Shan Jiang, and brought together specialists from cross-border restructuring, capital markets and banking practices to provide fully integrated, multi-jurisdictional legal support on the transaction. The team included corporate partner Donnelly Chan, litigation, arbitration and investigations partners Denise Fung and Justin Tang, and capital markets partners Taiki Ki and Victor Wan. The core team also included counsel Christian Felton and Bernard Ng and other key team members Wendy Ding, James Leung, Shuopeng Yin, Jun Tang, Elio Cunico, Charity Cheung and Lorraine Ho.

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.”