Bank of China contributes £29.14 million GBP to the £204 million GBP term loan tranche of a £350 million GBP syndicated loan for the 1332 MW West Burton B Combined Cycle Gas Turbine (CCGT) Power Plant and 49 MW West Burton Battery Energy Facility Refinancing Project (Linked to Record ID#101410)

Project narrative

On August 8, 2023, financial close was reached on a deal in which a syndicate of seven lenders — including the Bank of China (BOC) — entered into a £350 million GBP ($446 million USD) syndicated loan agreement with West Burton B Limited — an England and Wales-incorporated special purpose vehicle (SPV) wholly owned by a subsidiary of UK Transition Power Limited (known as West Burton Energy), an United Kingdom-based independent power producer and itself a subsidiary of UK T-Power 2 Limited, itself a subsidiary of UK Transition Power Holdings Limited, ultimately controlled by EIG Transition Power Lux Holding, SARL a vehicle of American investment firm EIG Global Energy Partners — for the 1332 MW West Burton B Combined Cycle Gas Turbine (CCGT) Power Plant and 49 MW West Burton Battery Energy Facility Refinancing Project. This loan was divided into three tranches: a £204 million GBP term loan tranche with a maturity period of seven years, a final maturity date of August 8, 2030, and an amortizing repayment schedule; a £36 million GBP debt service reserve facility tranche with a maturity period of seven years and a final maturity date of August 8, 2030 to support operational requirements; and a £110 million GBP letter of credit tranche with a maturity period of seven years and a final maturity date of August 8, 2030. The proceeds were to be used by the borrower to refinance the remaining debt on the 1332 MW West Burton B CCGT Power Plant and the West Burton Battery Energy Facility (WBB Storage) with a 49 MW storage capacity located at West Burton B Power Station in Nottinghamshire, England incurred in August 2021 when EIG acquired West Burton from EDF, to pay a divided to West Burton's shareholder EIG, and to fund opportunities for West Burton to grow its generation and storage portfolio. All seven lenders contributed equally to each tranche; approximately £29,142,857.1429 GBP to the £204 million GBP term loan tranche, £5,142,857.14286 GBP to the £36 million GBP debt service reserve facility tranche, and approximately £18,333,333.3333 GBP to the £110 million GBP letter of credit tranche. Record ID#101409 captures BOC's contribution to the £204 million GBP term loan tranche. Record ID#101410 captures BOC's contribution to the £110 million GBP letter of credit tranche. In addition to BOC, the following lenders contributed to the loan syndicate: Deutsche Bank, Investec Bank, MUFG Bank, Banco Santander S.A., Starwood Capital, and Nomura. This loan was secured (i.e. collateralized) with Deutsche Bank Luxembourg S.A. serving as security agent. As part of a debenture dated August 2, 2023, West Burton B Limited granted a first legal mortgage on its real property, namely leasehold interests in West Burton Gas Pipeline at Grayingham, Gainsborough (Title Number LL319364); Pipeline At Huckerby Farm, Huckerby, Gainsborough (Title Number LL315455); West Burton Gas Pipeline Lying To The East Of Upton Lane, Upton, Gainsborough (Title Number LL319350); West Burton Pipeline On The East Side Of Upton Lane, Upton (Title Number LL319463); West Burton Piepline Lying To the West of Cotgarth Lane, Willingham-By-Stow, Gainsborough (Title Number LL317687); West Burton Pipeline, Padmoor Lane, Upton, Gainsborough (Title Number LL315861); West Burton Gas Pipeline on the east side of Gainsborough Road, Lea, Gainsborough (Title Number LL319530); Pipeline Lying To the North of Station Road, Knaith Park, Gainsborough (Title Number LL314973); Land Lying To the West of Gainsborough Road, Lea, Gainsborough (Title Number LL318821); West Burton Gas Pipeline, Lea Marsh Farm, Lea Estates, Gainsborough (Title Number LL325297); and a leasehold interest in Pipeline At West Burton Power Station, Gainsborough (Title Number NT462920); West Burton Pipeline, Gainsborough (Title Number NT463739); Pipeline at West Burton Power Station, Gainsborough Road, Retford (Title Number NT565922); and freehold interests in Land at Grayingham (Title Number LL305573); West Burton Pipeline at Blyborough, Gainsborough (Title Number LL319212); West Burton Gas Pipeline at Yawthorpe (Title Number LL319465); West Burton Pipeline at Yawthorpe (Title Number LL319466); West Burton Gas Pipeline, Springthorpe (Title Number LL322125); West Burton Pipeline, Heapham Road, Upton, Gainsborough (Title Number LL319846); West Burton Pipeline, Willingham (Title Number LL319870); West Burton Pipeline, Gainsborough Road, Lea, Gainsborough (Title Number LL319881); West Burton Pipeline, Knaith Park, Gainsborough (Title Number LL322064); West Burton Pipeline, Knaith Park, Gainsborough (Title Number LL322088); and West Burton B Plant, West Burton Battery and West Burton C Project, Gainsborough Road, Retford (Title Number: Part of NT565864); a first fixed charge on its intellectual property, namely its registered trademark applications in the United Kingdom for "West Burton Energy" and the "W" logo; its hedging termination amounts; its equipment; its accounts, namely three accounts at the London Branch of Wells Fargo Branch N.A. named 'Borrower Proceeds Account', 'Lock-Up Account', and 'Extraordinary Proceeds Account'; its goodwill and uncalled capital; its non-RtMA Cash Equivalent Investments; its three insurance policies, namely a property damage & business insurance policy with Chubb European Group SE, an employers liability & primary third party liability insurance policy with AIG Group, and a terrorism & sabotage insurance policy with Brit and follow markets; and its material contexts; and a second fixed charge on the RtMA accounts, the RtMA Cash Equivalent Investments, any acceptable cash collateral arrangement account, and any L/C collateral account. UK Transition Power Limited charged all of its title and interest in its two ordinary shares in West Burton B Limited. UK Transition Power charged all related rights and in a £245 million GBP intra-group loan dated August 31, 2021 between West Burton B as borrower and UK Transition Power as lender and all related rights by way of a first fixed charge. UK T-Power 2 Limited charged all of of its title and interest in the 10,0001 ordinary shares in UK Transition Power Limited and all related rights; West Burton B Limited charged a first floating charge all of its title and interest in all of its assets not effectively charged excepting its title and interest in the distribution account, the RtMA Accounts, the RtMA Cash Equivalent Investments, any acceptable cash collateral arrangement, and any L/C Collateral Account, a second floating charge on all of its title and interest in the RtMA Accounts, the RtMA Cash Equivalent Investments, any acceptable cash collateral arrangement, and any L/C Collateral Account, UK Power Transition Limited granted a first floating charge on all its title and interest in all of its assets, present and future, as charged in a debenture dated August 2, 2023. Furthermore, in RtMA Accounts Charge dated August 2, 2023, West Burton B Limited charged in favor of the security agent a first fixed charge on all of its accounts, charged debt, and the RtMA Cash Deposits; assigned as security all of its rights against the London Branch of Wells Fargo Bank N.A., under or in connection with the RtMA Cash Deposits, namely two accounts at Wells Fargo London Branch, the 'BM Costs Account' and the 'Carbon Trading Reserve Account'.