SINGAPORE Trends and Developments Contributed by: Hui Choon Yuen, Smitha Menon, Trevor Chuan and Felix Lee, WongPartnership LLP
pathways for PRC developers continue to shape off - shore recovery choices, Indonesia’s PKPU (a court- supervised restructuring mechanism for debtors) remains the dominant onshore process, and India’s reforms are gradually moving towards more creditor- centric outcomes. Opportunity sets: maturity walls, the LME playbook, and regulatory tailwinds A growing cohort of corporates find themselves caught between decelerating cash flows and looming maturities, while syndicated markets remain selective. As a result, flexible private capital can step into com - plex capital structures and achieve mutually beneficial outcomes. Liability management exercises (LMEs) have emerged as a principal toolkit to address near-term maturities without a formal court process. At their core, LMEs preemptively refinance or restructure imminent matur - ities for borrowers with liquidity pressure and limited or no unencumbered collateral, typically by amend - ing covenants, exchanging instruments, or re-ranking claims to extend runway on negotiated terms. In leveraged finance contexts, LMEs are sometimes (colloquially and controversially) described as “lend - er-on-lender violence” because the transaction can coerce holdout lenders into a suboptimal outcome that benefits the company. By contrast, companies may add liquidity, extend maturities on favourable terms, or even reduce debt outside of a court restruc - turing, effectively crystallising a “soft default” in which lenders accept a permanent loss on their loan without impairing the equity. LMEs have proliferated for two reasons: first, the traditional syndicated markets have struggled to roll maturing risk, and second, banks have faced tighter capital and balance sheet constraints. This has in turn pushed sponsors towards documentary flexibility embedded in credit/loan agreements and bond inden - tures, typically through one of two structural arche - types: (i) dropdowns, and (ii) uptiers. In dropdowns, the borrower transfers valuable assets (often intellectual property or brands) from “restricted” subsidiaries subject to the loan covenants to an “unre -
stricted” subsidiary outside the lender group. This renders the collateral unencumbered and available to support new money. The issuer gains the benefit of additional capital without providing new assets, while the pre-existing debt is stripped of its security interest in the “dropped-down” assets. In uptiers, the borrower, with required majority con - sent, amends existing documents to permit the issu - ance of new debt with superior (priming) collateral claims. The non‑participating minority holders are effectively subordinated, allowing the issuer to raise priority liquidity at the lowest blended cost through structural subordination of the pre-existing debt. Singapore tools: rescue financing, priority, and roll- ups Singapore is one of the few APAC jurisdictions with a debtor-in-possession (DIP) style rescue financing regime that allows super priority and security over encumbered and unencumbered assets, broadly anal - ogous to US Chapter 11 DIP financing. In Re Design Studio Group Ltd [2020] SGHC 148 , the High Court approved a “roll-up” rescue financing and held that section 67 of the Insolvency, Restructuring and Disso - lution Act 2018 (IRDA) is broad enough to include roll- ups where necessary for survival as a going-concern or a better realisation than in winding-up. While “prim - ing liens” in the US sense are rare, Singapore’s frame - work provides paths to priority sufficient to attract private credit DIP capital in the right circumstances. APAC developments: cases, sectors and strategies Singapore’s toolkit and courts continue to anchor cross‑border restructurings in APAC, offering a pre - dictable forum, robust creditor protections, and a “Chapter 11‑lite” experience that private credit lend - ers value for transparency and execution. In the real estate sector, distressed developers are utilising Singapore law-governed schemes. A land - mark precedent that successfully tested this route is Re No Va Land Investment Group Corp [2024] SGHC(I) 17 . The company, one of the largest listed real estate developers in Vietnam, obtained a successful restruc - turing of its Singapore Exchange-listed (SGX), New York law-governed offshore USD300 million convert - ible bonds. It was the first-ever cross-border pre-
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