Ogier advises the liquidators of Unigroup International Holdings Ltd and Tsinghua Unigroup International Co., Ltd in successful restructuring of US$450 million Keepwell Bonds

Ogier's Dispute Resolution teams in Hong Kong and the British Virgin Islands (BVI) have acted as BVI counsel to So Kit Yee Anita and Luke Almond of Ernst & Young (the Liquidators) in connection with the successful restructuring of US$450 million guaranteed bonds issued by Unigroup International Holdings Ltd. (in liquidation) (UIH) and guaranteed by Tsinghua Unigroup International Co., Ltd (in liquidation) (TUI) (the Guarantee and the Keepwell Bonds), which matured on 10 December 2020. 

The Keepwell Bonds were the subject of certain keepwell arrangements between TUI, UIH, the Trustee of the Keepwell Bonds (the Trustee), Tsinghua Unigroup Co., Ltd (TUC) and Tsinghua Holdings Co Ltd (Holdings), by which TUC and Holdings were the keepwell providers.   

The Liquidators were appointed to TUI and UIH by the Commercial Division of the High Court in the BVI (the BVI Court) on 16 November 2022, following the appointment of provisional liquidators on a light touch basis on 25 April 2022. 

Following extensive commercial discussions with TUC including a suggestion that the transaction to be limited to claims involving only TUI, UIH and TUC relating to the Keepwell Bonds, a consent solicitation process was commenced in December 2025. Keepwell bondholders were offered 66% cash recovery, along with a consent fee of 2% for consenting bondholders (the Restructuring Consideration), in exchange for the release of certain "Relevant Claims" relating to the Keepwell Bonds. The consent solicitation process had significant support from the holders of the Keepwell Bonds. Certain costs and expenses were also paid as part of the Restructuring Consideration.  

In a unique transaction structure, TUC agreed to loan UIH the sum payable as the Restructuring Consideration, with such sum guaranteed by TUI, and with both claims of TUC subordinated from being priority expense claims in the liquidations to be recognised as claims against the respective liquidation estates ranking pari passu with all other ordinary unsecured claims that were incurred, or the circumstances giving rise to which arose, prior to the date of commencement of the liquidations. Broadly, the claims of the Trustee against each of TUI and UIH have been replaced with claims by TUC, in the reduced sum of the Restructuring Consideration (save for, in the case of TUI, the costs and expenses incurred) (the Restructuring). 

Given that the transaction structure was materially different to an ordinary consent solicitation, and that TUI and UIH are in liquidation, sanction was sought from the BVI Court to the Restructuring given the requirement in the orders appointing the Liquidators for BVI Court approval of any compromises with creditors or claims of the companies against third parties, and particularly given the need for:

1. UIH, a company in liquidation, to borrow monies for the payment of the Restructuring Consideration

2. TUI, also a company in liquidation, to give a guarantee for the liability

3. both of these claims to be subordinated down the ordinary liquidation waterfall to rank pari passu with ordinary unsecured creditors, and

4. the provision of certain releases by inter alia each of TUI and UIH

The BVI Court agreed that the Liquidators had the power to cause each of UIH and TUI to enter into the Restructuring as a compromise or arrangement with the Trustee, and sanctioned the entry into the Restructuring on 25 November 2025. The meeting of the holders of the Keepwell Bonds to consider and, if thought fit, approve an Extraordinary Resolution (for the implementation of the Restructuring) was held on 19 December 2025. The meeting was quotate, and the Extraordinary Resolution was approved by the requisite majority and duly passed at the Meeting. The Restructuring Effective Date was 27 February 2026.   

The Ogier team was led by partner Joanne Collett in Hong Kong and partner Sarah Latham in the BVI, with David Lim assisting in the BVI. Howard Lam, Flora Innes and Shirley Zhang of Latham & Watkins acted as international counsel to the Liquidators.   

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Ogier has one of the largest Dispute Resolution teams in our jurisdictions, advising on technical, strategic and procedural aspects across the spectrum of contentious commercial issues and disputes.  

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