概览

可转换债券一般指公司发行的固定利率债券,债券持有人可按照规定的换股价在规定的换股期限内将其转换为发行人的普通股。

持有人行使转换权利时,可转换债券转换为发行人(或其母公司)的股份。

因此,可转换债券被视为两个独立的金融工具的组合:

  • 固定利率债券
  • 附有股票认购期权

执业经验

Recent convertible and exchangeable bond offerings and other related matters on which Mayer Brown lawyers have advised include:

  • St. Modwen Properties PLC in connection with a "cash box" offering of £100 million Guaranteed Convertible Bonds.
  • Assystem in connection with its offering of €92 million 4% Convertible Bonds due 2017.
  • GFI Informatique S.A in connection with its offering of €50 million 5.25% Convertible Bonds due 2017.
  • The Bank of New York Mellon as trustee in connection with the issuance of US$150 million 3.25% Covertible Senior Notes due 2019 by 51job, Inc.
  • The Bank of New York Mellon as trustee in connection with the issuance of US$55 million Zero Coupon Convertible Bonds due 2019 by Sanyang Industry Co., Ltd.
  • The Bank of New York Mellon as trustee in connection with the issuance of US$135 million 2.75% Convertible Senior Notes due 2018 by E-House (China) Holdings Limited.
  • Citicorp International Limited as trustee in connection with the issuance of US$350 million 2.00% Convertible Senior Notes due 2018 by Soufun Holdings Limited.
  • Promotora de Informaciones, S.A. in connection with its offering of €434 million Mandatory Convertible Bonds.
  • China Overseas Grand Oceans Finance (Cayman) Limited in connection with its offering of HK$2.2 billion 2% Guaranteed Convertible Bonds due 2017.
  • Helical Bar plc in connection with a "cash box" offering of £100 million Guaranteed Covertible Bonds.
  • The Bank of New York Mellon as trustee in connection with the issuance of US$75 million Zero Coupon Convertible Bonds due 2018 by TransAsia Airways Corporation.
  • Beijing Enterprises Group (BVI) Company Limited in connection with its offering of HK$4.3 billion zero-coupon Exchangeable Bonds due 2019.
  • The Bank of New York Mellon as trustee in connection with the issuance of US$800 million 1.00% Convertible Senior Notes due by 2018 by Sina Corporation.
  • The Bank of New York Mellon as trustee in connection with the issuance of US$700 million 1.25% Convertible Senior Notes due 2018 by Ctrip.com International, Limited.
  • Tsinlien Group Company Limited in connection with its offering of USD settled RMB1.638 billion 1.25% Exchangeable Bonds due 2016.
  • Citicorp International Limited as trustee in connection with the issuance of US$250 million Zero Coupon Convertible Bonds due 2018 by Epistar Corporation.
  • The Bank of New York Mellon as trustee in connection with the issuance of US$160 million 0.50% Convertible Senior Notes due 2017 Convertible into ADRs by Ctrip.com International Limited.
  • Wharf Finance (2014) Limited in connection with its offering of HK$6.22 million 2.3% Guaranteed Convertible Bonds due 2014.
  • Bright North Limited in connection with its offering of RMB 1.638 million Guaranteed Exchangeable Bonds due 2016.
  • Citicorp International Limited as trustee in connection with the issuance of US$175 million Zero Coupon Convertible Bonds due 2015 by Zhen Ding Technology Holding Limited and optional closing of an additional US$13,000,000 Zero Coupon Convertible Bonds.
  • Citicorp International Limited as trustee in connection with the issuance of US$300 million Zero Coupon Convertible Bonds due 2017 by Pegatron Corporation.
  • The Hongkong and Shanghai Banking Corporation Limited as trustee in connection with the amendment of indenture provisions pursuant to a written resolution of noteholders in respect of 6.50% Convertible Notes due 2018 of ASEAN City (BVI) Limited, a subsidiary of China South City Holdings Limited.
  • The Hongkong and Shanghai Banking Corporation Limited as trustee and shared security agent in respect of addition of new subsidiary guarantors and incurrence of PPSI in respect of US$250 million 13.50% Senior Notes due 2016 and US$125 million 13.50% Senior Notes due 2017 of China South City Holdings Limited and HK$975 million 6.50% Convertible Notes due 2018 of ASEAN City (BVI) Limited, a finance subsidiary of China South City Holdings Limited.

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