Hogan Lovells advises on restructuring of Sino-Forest Corporation

Hogan Lovells has advised the members of the ad-hoc committee of bondholders of Sino-Forest Corporation (Sino-Forest) and the newly formed entity Emerald Plantation Group Limited (NewCo) on the implementation of a Plan of Compromise and Reorganization (the Plan).

The implementation was overwhelmingly approved by the creditors and the Ontario Superior Court of Justice.

Under the Plan, Sino-Forest transferred substantially all of its assets to NewCo, which is owned by the affected creditors of Sino-Forest in exchange for a release of the claims of the affected creditors against Sino-Forest and its subsidiaries with shareholders in Sino-Forest having no ongoing interest in the restructured group. The affected creditors also received certain new notes issued by NewCo and interests in a litigation trust which holds certain litigation claims of Sino-Forest against third-parties.

As a result of the Plan, NewCo acquired indirectly approximately 66.6 per cent of the issued shares in Greenheart Group Limited (‘Greenheart’) (an indirect Hong Kong listed subsidiary of Sino-Forest). As a result, a mandatory general offer was triggered under the Takeover’s Code as a result of the application of the chain principle. As a result, NewCo was required to make an unconditional mandatory general cash offer to acquire all the remaining issued shares in Greenheart.

The Hogan Lovells team was led by Hong Kong-based partner Neil McDonald supported by a number of different offices and practice areas.