0001104659-24-054035.txt : 20240429 0001104659-24-054035.hdr.sgml : 20240429 20240429161516 ACCESSION NUMBER: 0001104659-24-054035 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240429 FILED AS OF DATE: 20240429 DATE AS OF CHANGE: 20240429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Xinyuan Real Estate Co., Ltd. CENTRAL INDEX KEY: 0001398453 STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33863 FILM NUMBER: 24890960 BUSINESS ADDRESS: STREET 1: 27/F, CHINA CENTRAL PLACE, TOWER II STREET 2: 79 JIANGUO ROAD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100025 BUSINESS PHONE: 861085889200 MAIL ADDRESS: STREET 1: 27/F, CHINA CENTRAL PLACE, TOWER II STREET 2: 79 JIANGUO ROAD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100025 FORMER COMPANY: FORMER CONFORMED NAME: Xinyuan Real Estate Co Ltd DATE OF NAME CHANGE: 20070503 6-K 1 tm2412930d1_6k.htm FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

FOR THE MONTH OF APRIL 2024

COMMISSION FILE NUMBER: 001-33863

XINYUAN REAL ESTATE CO., LTD.

27/F, China Central Place, Tower II
79 Jianguo Road, Chaoyang District
Beijing 100025
People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

SUCCESSFUL CONSENT SOLICITATION TO MAKE PAYMENT-IN-KIND INTEREST

On April 29, 2024, Xinyuan Real Estate Co., Ltd. (the “Company”) announced that it had received the requisite consents in connection with its previously commenced consent solicitation (the “Consent Solicitation”) relating to that certain indenture dated August 18, 2023 (the “Indenture”) relating to the Company’s 3.0% senior notes due 2027 (the “Notes”). The Consent Solicitation was made pursuant to a consent solicitation statement dated April 17, 2024 (the “Consent Solicitation Statement”), which is available at: https://www.dfkingltd.com/xinyuan/.

The Company received valid consents in respect of 88.55% of the aggregate principal amount of the outstanding Notes, which constitutes the requisite consents to (i) amend certain provisions of the Indenture to remove the minimum cash interest requirement for the interest payment period from and including September 30, 2023 up to and excluding April 1, 2024 (the “Proposed Amendments”), and (ii) irrevocably and unconditionally waive all defaults under the Indenture which may arise from the failure of the Company to make payment of cash interest on the Notes on March 31, 2024.

On April 29, 2024, the Company, certain subsidiary guarantors, and Citicorp International Limited, as trustee, entered into a Supplemental Indenture to the Indenture, to implement the Proposed Amendment. Accordingly, the Company has accrued the payment-in-kind interest on the principal amount of the outstanding Notes and is no longer obligated to pay interest in cash for the aforementioned period.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Xinyuan Real Estate Co., Ltd.

	By:	/s/ Yong Zhang
	Name:	Yong Zhang
	Title:	Chief Executive Officer

Date: April 29, 2024