Xinyuan Real Estate Announces Spin-Off and Debt Restructuring: A Strategic Move to Enhance Financial Structure and Unlock Growth Potential

Xinyuan Real Estate has announced a spin-off and debt restructuring. Shareholders approved the transfer of certain assets and liabilities to a new subsidiary, XIN SpinCo, and the distribution of its shares as a dividend. The offshore debt restructuring will discharge liabilities and issue new securities, enhancing the company's financial structure.

In a significant move, shareholders of Xinyuan Real Estate Co., Ltd. (NYSE:XIN) have approved two key resolutions at the company’s extraordinary general meeting held Tuesday in Beijing. These decisions aim to streamline the company's operations and enhance its financial structure.

The first resolution authorizes a spin-off transaction, in which Xinyuan Real Estate will transfer certain assets, liabilities, and operations in China to XIN SpinCo, a wholly owned subsidiary incorporated in the Cayman Islands. Shareholders of record as of July 8, 2025, will receive shares of XIN SpinCo as a dividend on a pro-rata basis. This spin-off will result in XIN SpinCo operating as an independent real estate development company with its own management and strategic focus [1].

The second resolution, which is contingent upon the completion of the spin-off, approves an offshore debt restructuring through a Scheme of Arrangement under section 86 of the Cayman Islands Companies Act. Upon completion, Xinyuan will have fully discharged its liabilities under the Scheme Notes. As part of this restructuring, Xinyuan will issue new shares and new perpetual securities, while XIN SpinCo will issue new senior notes. The company’s announcement did not provide additional details regarding the timeline for the spin-off or the debt restructuring beyond the approvals granted at the meeting [1].

These moves are expected to enhance Xinyuan Real Estate's financial structure and strategic focus. The spin-off will allow the company to concentrate on its core operations, while the debt restructuring will provide relief from existing liabilities and potentially improve the company's credit profile.

For more information, see the press release filed with the Securities and Exchange Commission [1].

References:
[1] https://www.investing.com/news/sec-filings/xinyuan-real-estate-shareholders-approve-spinoff-and-debt-restructuring-93CH-4158289