China's Xinyuan Real Estate solicits consents to amend 13¼% notes

New York, Jan. 27 - Xinyuan Real Estate Co., Ltd. announced it is soliciting consents to amend its 13¼% senior notes due 2018.

The company is seeking to bring the note indenture into line with the terms of its 13% senior notes due 2019. Among the proposed changes are:

• Amending the "limitation on indebtedness and preferred stock" covenant to allow Xinyuan to incur additional indebtedness for its business plans;

• Amending the "limitation on restricted payments" covenant to allow certain restricted payments and to create additional categories of permitted investments;

• Amending the "limitation on dividend and other payment restrictions affecting restricted subsidiaries" covenant to allow dividend and other payment restrictions in certain joint venture agreements and existing with respect to any unrestricted subsidiary or its property or assets at the time of its designation as a restricted subsidiary, subject to certain limitations;

• Amend certain provisions that the company believes are unnecessarily restrictive to its business operations or impose unnecessary administrative burdens and expense, including those restricting the ability of any non-guarantor subsidiary to provide guarantee for indebtedness of any other restricted subsidiary and limitation on certain types of affiliate transactions;

• Amending provisions relating to permitted liens and events of default to make those provisions more in line with comparable market terms; and

• Clarifying and amending certain provisions and definitions to conform to terms of the 2019 notes and to introduce related definitions in the indenture.

Holders who consent will receive a fee of $3.00 per $1,000 principal amount of notes.

The solicitation ends at 11 a.m. ET on Feb. 11.

Xinyuan needs consents from holders of a majority of the notes and will only pay the fee if it receives sufficient votes.

Morgan Stanley & Co. International plc is the solicitation agent (+852 3963 0371). Bondholder Communications Group, LLC is the information and tabulation agent (+44 207 382 4580).

Xinyuan is a Hong Kong-based developer of residential real estate projects.

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