Country Garden’s USD17.7 billion offshore debt restructuring took effect on 30 December 2025, making it one of the largest Chinese restructurings to date in terms of offshore debt size, as well as the number and diversity of creditors. Linklaters, A&O Shearman, Kirkland & Ellis, Appleby, Bell Gully and Fangda Partners advised on the transaction.
The property developer has largely completed the implementation of its onshore and offshore debt restructuring. On 3 December, the restructuring plan for Country Garden’s final onshore bond was approved at a bondholders’ meeting.
Under the offshore restructuring proposal, a co-ordination committee (the CoCom) was formed by seven prominent banks that collectively controlled 48% of the outstanding principal of three syndicated loans, which totalled approximately USD3.6 billion.
In parallel, an ad hoc group (the AHG) comprised parties that collectively controlled around 30% of Country Garden’s bond debts, with a total outstanding principal of USD10.3 billion. Country Garden disclosed its offshore debt issues on 10 October 2023. The restructuring proposal was announced on 9 January 2025 and received approval from the Hong Kong High Court on 4 December.
The restructuring plan offered creditors multiple options, including cash buybacks, debt‑to‑equity swaps, exchanges for new debt instruments and payment-in-kind arrangements.
Linklaters acted for Country Garden, A&O Shearman advised the CoCom and Kirkland counselled the AHG. In addition, the CoCom and the AHG jointly engaged legal advisers across multiple jurisdictions: Appleby advised on Cayman Islands and British Virgin Islands law, Bell Gully counselled on New Zealand law, and Fangda Partners acted as PRC legal counsel.
Partner William Liu led the Linklaters team, delivering cross-border and multidisciplinary legal services. The team included partners Richard Woodworth, Denise Fung, Maggie Ng and Taiki Ki, as well as senior adviser Mark Fairbairn.
Linklaters assisted Country Garden in securing an initial six‑month adjournment, followed by subsequent extensions, providing critical time for the negotiation and implementation of the restructuring.
The firm also helped introduce an innovative framework to adjust the ranking of creditors, including arrangements under which certain secured lenders agreed to share their collateral with all creditors — described by the firm in a press release as “the first structure of its kind in an offshore restructuring by a Chinese property developer”.
At the request of creditors, the legal team also assisted in separating Forest City from the listed company.
The A&O Shearman team advised the CoCom on international legal matters and was led by partner Viola Jing. The Kirkland team included partners Neil McDonald, Lim Weiyang and Anthony Wijaya.
More broadly, several Chinese property developers have recently made notable progress in their debt restructurings. In addition to Country Garden, Sunac China’s offshore restructuring plan took effect on 23 December 2025, addressing approximately USD9.6 billion in debt. CIFI Holdings followed on 29 December, announcing that its offshore debt restructuring, involving total principal and interest of about USD8.1 billion, had also taken effect.
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