Bond Refinancing in Vietnam: Liability Management Guide

For many Vietnamese issuers, bond refinancing is no longer a treasury footnote but the central item on the board agenda. Private placements issued in the boom years are now falling due, secondary liquidity is thin, and investors expect more than a polite request for patience. A credible bond refinancing plan combines liability management tools, a properly run bondholder meeting, clean disclosure and a realistic view of insolvency risk.

This article explains the toolkit available under Decree 65/2022/ND-CP, Decree 08/2023/ND-CP and later amendments, and how CFOs can plan a maturity wall.

Why Bond Refinancing Became a Boardroom Priority

Vietnam’s corporate bond market expanded rapidly until 2022, when enforcement actions, cancelled issuances and falling confidence closed the primary market for many issuers. Bonds sold on three-to-five year terms now converge on the same maturity dates, and bond refinancing has become the dominant legal and financial workstream for real estate, energy, infrastructure and financial issuers.

The maturity wall in context

A maturity wall is not simply a large number. It is the point at which scheduled principal exceeds what operating cash flow, asset sales and new funding can realistically cover. Because most privately placed bonds are bullet instruments, the whole principal falls due at once, and any bond refinancing strategy must start from a cash-flow map by series, not by total outstanding amount.

The right bond refinancing tool depends on the issuer’s position: a liquid issuer with a temporary gap needs a different answer from an issuer whose assets are impaired. The sections below follow that spectrum, from consensual amendment to formal insolvency.

The Legal Framework for Vietnamese Corporate Bonds

Corporate bonds are governed by the Law on Enterprises 2020, the Law on Securities 2019 (as amended by Law 56/2024/QH15, verify the commencement of each amendment) and implementing decrees. Decree 153/2020/ND-CP, the first dedicated decree on private placement and trading, was amended by Decree 65/2022/ND-CP and again by Decree 08/2023/ND-CP. Further amendments and consolidating instruments have followed, so any bond refinancing mandate must begin by confirming the text in force on the transaction date through the national legal database or official gazette.

What Decree 65/2022 tightened

Decree 65/2022 narrowed private placements to professional securities investors, strengthened disclosure, required the use of proceeds to match the disclosed purpose, and imposed conditions on early buyback and on issuers with overdue obligations. It was a response to the 2022 stress, and it made the market safer but also made new issuance for bond refinancing harder for weaker credits.

What Decree 08/2023 relaxed

Decree 08/2023 was a pressure-release measure. As we understand it, Decree 08/2023 expressly allows issuers to agree an extension of principal and interest payment dates with bondholders, to restructure bonds in other agreed ways, and to issue new bonds to restructure existing debt, subject to conditions (verify each limit and cut-off date in the current text). It remains the key reference for every bond refinancing negotiated since 2023.

Maturity Extension and the Bondholder Meeting

A maturity extension is the most common consensual bond refinancing fix. It changes the contract, so it requires the consent of holders under the bond terms and the decree, not merely the issuer’s board resolution.

Convening the bondholder meeting

A bondholder meeting is typically convened by the issuer or by the bondholders’ representative, and holders of a stated minimum percentage of the issue can usually request one (verify the percentage). The notice must set out the proposal, the voting method and the voting record date. Practitioners should check the prospectus or bond terms first, because the decree sets minimums and the terms may add stricter rules.

Consent thresholds and binding effect

The decree sets a supermajority for approving a change to payment terms. As we understand it, approval requires holders representing at least 65 percent of the bonds present or the issue concerned, depending on the provision (verify the exact threshold and denominator before notice goes out). A valid resolution binds the whole series, but a proposal that changes the principal amount or the interest rate may follow a different rule.

Draft the resolution so that each element, namely new maturity, interest during the extension, security top-up and covenants, is voted on distinctly.

Holders respond to value in any bond refinancing. A maturity extension that comes with partial amortization, a cash sweep, additional collateral or a coupon step-up is far more likely to pass than a bare request. Decree 08/2023 caps the length of extension (we understand a two-year ceiling for relevant bonds; verify), so the maturity extension should be sized to a business plan the issuer can evidence.

Buybacks, Early Redemption, Exchange and Tender Offers

When an issuer has cash or can raise it, bond refinancing can reduce the wall directly. The table compares the principal bond refinancing tools.

Tool	Mechanism	Holder consent	Main legal risk
Maturity extension	Amend payment dates, often with new security or coupon	Bondholder meeting supermajority	Defective notice or quorum; dissenting holders
Bond buyback / early redemption	Issuer repurchases bonds before maturity at agreed price	Voluntary by each seller, unless terms give a call right	Statutory limits on timing, funding source and related parties
Exchange offer	Old bonds swapped for new bonds, assets or shares	Voluntary, or by meeting if terms are amended	Offer rules, investor eligibility, equal treatment
Tender offer	Public invitation to sell at stated price within a window	Voluntary	Disclosure accuracy; market manipulation concerns
New-issue bond refinancing	Proceeds applied to repay existing bonds	Not needed for repayment itself	Use-of-proceeds compliance; issuer eligibility

Bond buyback and early redemption

A bond buyback lets an issuer retire debt at par or at a discount, and a discount bond buyback can be attractive when bonds trade below face value. Decree 65/2022 regulates early buyback: we understand there is a minimum period after issuance before early buyback is permitted in certain cases, that the terms must provide for it, and that the buyback price, funding and disclosure are controlled (verify each condition).

Funding a buyback from loans or from another bond issue raises the use-of-proceeds questions discussed below. Related-party sellers need particular care, because buying bonds from affiliates at a premium may be challenged later.

Exchange offers and tender offers

An exchange offer replaces old bonds with new bonds, assets or equity. Vietnamese rules do not contain a dedicated tender offer regime for private bonds comparable to the public company takeover regime for shares, so a tender offer is built contractually, on top of the securities, enterprise and disclosure rules.

Both approaches need equal treatment of holders in the same series, careful eligibility checks because only professional investors may hold privately placed bonds, and a clear explanation of what holders give up. Settlement in assets or shares needs holder agreement and separate corporate and, where relevant, foreign-ownership approvals.

New-Issue Proceeds and the Bondholders’ Representative

Using new-issue proceeds for bond refinancing

Issuing new bonds to repay old ones is the classic form of bond refinancing. The rules allow restructuring of the issuer’s own debts as a permitted purpose, but the purpose must be stated in the issuance documents, the proceeds must be used as disclosed, and a change of purpose needs a fresh decision and disclosure (verify the current conditions and any exceptions introduced for restructuring after Decree 08/2023).

An issuer with overdue bond payments faces limits on new private placements, which is why many turn first to a maturity extension and only later to new money.

The role of the bondholders’ representative

The bondholders’ representative, usually a securities company or bank appointed under an agency agreement, monitors the issuer’s compliance, supervises collateral where relevant, and can convene the bondholder meeting and enforce on behalf of holders as the agreement provides. In a bond refinancing it becomes the gatekeeper: it checks that notices are valid, counts votes, circulates disclosure and signs amended documents.

A weak or conflicted representative is a common source of dispute, so consider whether to replace or reinforce it before the vote. For collateral, separate the representative’s role from the collateral-management role.

Our capital markets team regularly advises on drafting and negotiating these agency and security arrangements.

Lessons from Domestic Market Stress Since 2022

Several practical lessons for bond refinancing stand out from the market since 2022, and we describe them as observations rather than statistics.

• Consent is the currency of bond refinancing. Where Decree 08/2023 offered a lawful route, issuers that engaged holders early, with transparent financial information, obtained consent more readily than those who called a meeting at the last minute.
• Collateral and cash control matter. Holders increasingly demanded asset security, escrow accounts and mandatory prepayment from asset sales as the price of extension.
• Disclosure credibility is an asset. Late or inconsistent disclosure drove holders to refuse proposals that were otherwise commercially sensible.
• Cross-default travels. A missed bond payment can trigger bank loan defaults and the reverse, so bond refinancing must be coordinated with lenders.
• Banks changed their appetite. Tighter prudential limits on bank exposure to corporate bonds and to property lending reduced a historic source of demand (verify current rules under the Law on Credit Institutions 2024 and State Bank circulars).

Offshore Eurobonds: A Cross-Reference

This article addresses domestic bonds. Offshore bonds issued by or guaranteed by Vietnamese groups follow a different logic: they are typically governed by English or New York law, with a trustee, a consent solicitation process and clearing-system mechanics. Vietnamese law still matters at the edges, including foreign borrowing registration with the State Bank, guarantee and security enforceability, withholding tax and foreign-exchange controls (verify the current circulars). Offshore bond refinancing is a separate topic and should be coordinated with, but not copied from, the domestic process.

Tax, Accounting, Disclosure and Insolvency

Tax and accounting

Interest on bonds is generally deductible for corporate income tax, but related-party interest may fall under the interest cap in Decree 132/2020/ND-CP as amended (verify the current EBITDA ratio and any change under the new Corporate Income Tax Law). Every bond refinancing needs a tax and accounting review. A bond buyback at a discount produces a gain that needs tax and accounting analysis, as does debt forgiveness in a negotiated restructuring.

Under Vietnamese accounting standards, issuers should review the treatment of issuance costs, discounts and extinguishment, and confirm whether the replacement for Circular 200/2014/TT-BTC applies from 2026 (verify). Groups reporting under IFRS must test whether an amendment is a modification or an extinguishment.

Disclosure and SSC compliance

Issuers must make periodic and extraordinary disclosures through the designated channels, including the Hanoi Stock Exchange corporate bond system for private placements, and must report payment problems, meeting resolutions and changes to terms within prescribed deadlines (verify the deadlines in Circular 122/2020/TT-BTC as amended). The State Securities Commission can sanction late, incomplete or misleading disclosure, and in serious cases conduct can raise criminal exposure. For bond refinancing, publish a clear timetable, hold the meeting, and disclose the result promptly.

Creditor protection and insolvency interplay

An enterprise is insolvent under the Law on Bankruptcy 2014 when it fails to pay a due debt within three months of the due date, and creditors may then petition. A consented maturity extension resets the due date and reduces that risk, but it does not bind non-consenting creditors of other debts.

Article 59 voids certain transactions in the six months before a court accepts a petition, such as security granted for existing unsecured debt, so a top-up of collateral or a preferential exchange offer should be reviewed for clawback risk (verify the current text and any amendment). If consensual bond refinancing fails, the choice between rehabilitation and liquidation is for our restructuring and insolvency practice to assess early.

Holders should also understand ranking, because secured and unsecured bondholders face different outcomes.

A CFO Playbook for Maturity Walls

A disciplined bond refinancing programme follows six steps.

1. Map the wall. Build a series-by-series schedule of principal, coupons, covenants, collateral and cross-defaults, twelve to eighteen months ahead.
2. Segment holders. Identify who holds each series, who the real decision-makers are and whether the bondholders’ representative can act.
3. Sequence the tools. Use cash for a targeted bond buyback, a maturity extension for the residual, and new issuance only where eligibility is clear.
4. Price the consent. Offer amortization, security or coupon improvements that the business plan can support.
5. Prepare the record. Board resolutions, notices, voting records, valuation of collateral and disclosure should be consistent and ready.
6. Test the downside. Model what happens if the meeting fails, and what insolvency exposure follows.

Treat liability management and bond refinancing as a standing discipline and not a crisis response: issuers that start early keep more tools, more leverage and more credibility.

Frequently Asked Questions

Can an issuer extend bond maturity without holder consent?

No. Changing payment dates alters the contract, so it needs approval at a bondholder meeting under the bond terms and Decree 65/2022 as amended, including Decree 08/2023. Verify the threshold and cap in the current text.

Can an issuer buy back its own bonds early?

Often yes, if the terms allow it and statutory conditions on timing, funding and disclosure are met. Decree 65/2022 regulates early buyback, and related-party sellers need extra scrutiny. Verify current conditions before launching.

Can new bond proceeds repay old bonds?

Restructuring the issuer’s own debt is generally a permitted purpose of bond refinancing, if disclosed and followed. Issuers with overdue payments face limits, so confirm eligibility under the current decrees first.

What does the bondholders’ representative do?

It monitors compliance, may convene the meeting, supervises collateral where agreed, and acts for holders as the agency agreement provides. In a bond refinancing it checks notices, votes and documents.

When does a bond default become insolvency risk?

Under the Law on Bankruptcy 2014, failing to pay a due debt for three months can mean insolvency, and creditors may petition. A valid consented extension changes the due date, so take advice early.

Next step: list every bond series maturing in the next eighteen months, with its terms, holders, collateral and covenants, and share that bond refinancing schedule with your advisers so the first conversation starts from facts.

For primary sources, consult the State Securities Commission and the Hanoi Stock Exchange.

Disclaimer: This article provides general information only and is not legal, tax or financial advice. Laws change and the points marked “verify” must be confirmed against current texts. Seek advice on your specific circumstances before acting.