S&C Advises Bondholders on Successful Restructuring of No Va Land’s Convertible Bonds

No Va Land Investment Group Corporation, one of the largest real estate developers in Vietnam, completed the restructuring of its New York law-governed $300 million 5.25% Convertible Bonds due 2026 (the Bonds) via a pre-packaged scheme of arrangement (the Scheme) under Section 71 of the Insolvency, Restructuring and Dissolution Act 2018 of Singapore (the IRDA).

S&C advised an ad hoc committee of bondholders for this first-ever cross-border pre-pack scheme approved by the Singapore International Commercial Court (the SICC). The ad hoc committee entered into a supporting agreement appended with key restructuring terms with the Company in December 2023. The Company launched the Scheme on March 5, 2024 and then filed an approval application with the SICC on April 11, 2024 after obtaining support from bondholders holding more than 95 percent of the Bonds. The approval hearing was before Justice James Michael Peck and the Scheme was approved on April 26, 2024.

At the approval hearing, Justice Peck ruled that the Company, a company incorporated in Vietnam, had satisfied the test for showing a substantial connection to Singapore by taking into account various factors, including: (a) disputes relating to the indenture governing the Bonds were subject to resolution by means of arbitration seated in Singapore; (b) the Bonds are listed on the Singapore Exchange Securities Trading Limited; and (c) the Scheme itself contemplated voluntary submission to the jurisdiction of the Singapore court by the Company and the supporting bondholders.

The IRDA allows qualifying schemes to be approved without having to first convene a meeting of creditors to vote on the proposed scheme, so long as the stated requirements of Section 71 concerning the fairness of the process, the adequacy of information furnished to creditors and compliance with other procedural safeguards are met. Justice Peck ruled that the statutory standards have been satisfied for this pre-packaged Scheme and noted that "the total elapsed time from case commencement to sanction of the Scheme was just 15 days." Justice Peck further noted that "the success of this expedited judicial process was due in large measure to the planning and diligence of the professionals and their careful attention to detail. The Applicant and the Supporting Holders anticipated the needs of the restructuring, were well prepared and succeeded in building a strong consensus within the bondholder constituency long before coming to Court."

The S&C team advising the ad hoccommittee included Chris Beatty, Zoey Zhang and Jisoo Park. Trainee solicitor Daniela Hohwieler provided valuable assistance.