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
of
the
Securities Exchange Act of 1934
FOR THE MONTH OF AUGUST 2016
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
o
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
o
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
o
Indicate by check mark whether by furnishing the information contained
in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes
o
No
x
If "Yes" is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b): 82-________.
This Form 6-K is hereby incorporated by reference into the registration
statements of the Company on Form S-8 (Registration Numbers 333-152637, 333-198525 and 333-205371) and on Form F-3 (Registration
Number 333-192046) and any outstanding prospectus, offering circular or similar document issued or authorized by the Company that
incorporates by reference any of the Company’s reports on Form 6-K that are incorporated into its registration statements
filed with the Securities and Exchange Commission, and this Form 6-K shall be deemed a part of each such document from the date
on which this Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company
under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
TABLE OF CONTENTS
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Page
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Description of Transaction
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1
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Signature
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3
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Exhibit Index
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4
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Exhibit 99.1
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Indenture, dated as of August 30, 2016, between Xinyuan Real Estate Co., Ltd., the entities listed on Schedule I thereto as Subsidiary Guarantors, and Citicorp International Limited, as Trustee and Shared Security Agent
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Exhibit 99.2
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Global note representing the 8.125% Senior Notes due 2019 (US$300,000,000 aggregate principal amount)
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DESCRIPTION OF TRANSACTION
On August 30, 2016, the Company issued an aggregate
principal amount of US$300,000,000 of 8.125% Senior Notes due 2019 (the “Notes”) upon completion of an offering conducted
outside the United States pursuant to Regulation S under the Securities Act. The Notes bear interest at 8.125% per annum payable
semi-annually. Interest will be payable on February 28 and August 30 of each year, commencing February 28, 2017. The Notes have
a three year term maturing on August 30, 2019.
The Notes were issued pursuant to an indenture,
dated August 30, 2016, between the Company, the Subsidiary Guarantors (as defined below) and Citicorp International Limited, as
trustee and shared security agent (the “Indenture”). The Indenture and the global note representing the Notes are attached
hereto as Exhibits 99.1 and 99.2, respectively. The Company’s obligations under the Indenture and the Notes are guaranteed
initially by certain of the Company's wholly-owned subsidiaries, Xinyuan Real Estate, Ltd., Xinyuan International Property Investment
Co., Ltd., Victory Good Development Limited, South Glory International Limited, Elite Quest Holdings Limited and Xinyuan International
(HK) Property Investment Co., Limited (the “Subsidiary Guarantors”) and will be guaranteed by such other future subsidiaries
of the Company as is set forth in and in accordance with the terms of the Indenture. The Company’s obligations under the
Indenture and the Notes are secured by a pledge of the capital stock of the Company's wholly-owned subsidiaries, Xinyuan Real Estate,
Ltd., Xinyuan International Property Investment Co., Ltd., Victory Good Development Limited, South Glory International Limited
and Elite Quest Holdings Limited.
At any time prior to August 30, 2019, the Company
may at its option redeem the Notes, in whole but not in part, at a redemption price equal to 100.0% of the principal amount of
the Notes plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but not including) the redemption date.
"Applicable Premium" means with respect to any Note at any redemption date, the greater of (i) 1.00% of the principal
amount of such Note and (ii) the excess of (A) the present value at such redemption date of the principal amount of such Note,
plus all required remaining scheduled interest payments due on such Note through the maturity date of the Notes, computed using
a discount rate equal to the Adjusted Treasury Rate (as defined in the Indenture) plus 100 basis points, over (B) the principal
amount of such Note on such redemption date.
At any time prior to August 30, 2019, the Company
may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds of one or more sales of the Company's
common shares in certain equity offerings, within a specified period after the equity offering, at a redemption price of 108.125%
the principal amount of the Notes, plus accrued and unpaid interest, if any, to (but not including) the redemption date, provided
that at least 65% of the aggregate principal amount of the Notes issued on August 30, 2016 remain outstanding after each such redemption.
Following any Change of Control Triggering Event,
the Company must make an offer to purchase all outstanding Notes at a purchase price equal to 101.0% of the principal amount thereof
plus accrued and unpaid interest, if any to (but not including) the offer to purchase payment date. A "Change of Control Triggering
Event" means the occurrence of both a Change of Control (as defined in the Indenture) and specified decline in the ratings
of the Notes within six month after the date of public notice of the occurrence of a Change of Control or the intention by the
Company or any other person to effect a Change of Control.
The Indenture contains certain covenants that,
among others, restrict the Company's ability and the ability of the Company's Restricted Subsidiaries (as defined in the Indenture)
to incur additional debt or to issue preferred stock, to make certain payments or investments, to pay dividends or purchase of
redeem capital stock, sell assets, or make certain other payment, subject to certain qualifications and exceptions and satisfaction,
in certain circumstances of specified conditions, such as a Fixed Charge Coverage Ratio (as defined in the Indenture) of 2.50 to
1.0.
The foregoing description does not purport
to be a complete description of the terms of the documents, and this description is qualified in its entirety by the terms of the
definitive documents or forms thereof which are attached as exhibits to this Form 6-K and which are incorporated by reference.
The Notes were issued in an offering done in
reliance on the exemption from registration under Regulation S promulgated under the Securities Act. Merrill Lynch International,
Deutsche Bank AG, Singapore Branch, Barclays Bank PLC and CCB International Capital Limited acted as the joint lead managers and
bookrunners for the offering. The Notes are listed and quoted for trading on the Official List of the Singapore Exchange Securities
Trading Limited.
SIGNATURE
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.
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Xinyuan Real Estate Co., Ltd
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By:
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/s/ Huaiyu Liu
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Name:
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Huaiyu Liu
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Title:
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Chief Financial Officer
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Date: August 30, 2016
EXHIBIT INDEX
Exhibit
Number
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Description
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99.1
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Indenture, dated as of August 30, 2016, between Xinyuan Real Estate Co., Ltd., the entities listed on Schedule I thereto as Subsidiary Guarantors, and Citicorp International Limited, as Trustee and Shared Security Agent
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99.2
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Global note representing the 8.125% Senior Notes due 2019 (US$300,000,000 aggregate principal amount)
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