Narrative
Full Description
Project narrative
On February 1, 2022, a syndicate of 19 banks — including the Agricultural Bank of China (ABC), the Bank of China (BOC), China Construction Bank Corporation (CCB), and the Industrial and Commercial Bank of China (ICBC) — entered into a $13,412,187,782.06 USD syndicated bridge facility (loan) agreement with GreenSaif Pipelines Bidco S.à r.l. — a Luxembourg-incorporated special purpose vehicle (SPV) and private limited liability company which is wholly owned by Luxembourg-incorporated GreenSaif Pipelines Midco S.à r.l., itself a wholly-owned subsidiary of GreenSaif Pipelines Topco S.à r.l. whose shareholders are an unspecified aggregate SPV managed and controlled by Global Energy & Power Infrastructure Fund III, L.P. acting through its general partner, GEPIF III (GENPAR), LLC. (part of BlackRock, Inc.'s BlackRock Real Assets) and including investors such as Chinese state-owned Silk Road Fund Co., Ltd., Chinese firm China Merchants Capital (CMC) (itself a 50:50 joint venture between state-owned China Merchants Group and Singapore-based GLP Pte. Ltd.), Emirati state-owned Mubadala Investment Company PJSC, Abu Dhabi Pension Fund (ADPF), Keppel Infrastructure Trust (via a wholly-owned SPV Saturn1 Infrastructure Holdings Pte Ltd), and South Korea's Hanwha Asset Management Co. Ltd. (78.7% equity stake) and by Hassana Investment Company, the investment arm of Saudi Arabia's General Organization of Social Insurance (GOSI) (21.3% equity stake) — for the acquisition of a 49% stake in Aramco Gas Pipelines Company. This loan carried a maturity period of seven years, a final maturity date of February 1, 2029, an interest rate based on the aggregate of SOFR for any during an interest period plus a margin that was reset at specified intervals (reportedly begin at 50 basis points (bps) and increasing annually until it reached 175 bps at maturity), and a commitment fee of 20 bps per annum of the aggregate available commitments under the agreement. Accrued interest on the loan was payable on the last day of each interest period; the borrower had the right to select an interest period for a loan in its utilization request or in a selection notice, but if it did not the interest payment date would be the end of every three months. The principal amount of the loan was to be fully repaid on the maturity date of February 1, 2029 (a grace period of seven years). This loan was secured by (i.e. collateralized against) a share pledge agreement under which GreenSaif Pipelines Midco S.à r.l granted a pledge over its shares in GreenSaif Pipelines Bidco S.à r.l.; a receivables pledge agreement in which GreenSaif Pipelines Midco pledged receivables owned by GreenSaif Pipelines Bidco to GreenSaif Pipelines MidCo; a security assignment agreement under which GreenSaif Pipelines Bidco assigns by way of security its rights under certain hedging agreements; a reserve account; a pledge agreement under which GreenSaif Pipelines Bidco pledged its rights in respect of the proceeds under the shareholders' agreement (SHA); a pledge agreement under which GreenSaif Pipelines Bidco pledged its rights in respect of the proceeds under the sale and purchase agreement (SPA); and a share pledge agreement under which GreenSaif Pipelines Bidco pledged its owned 49% shares in Aramco Gas Pipelines Company. 18 of the 19 lenders, including ABC, BOC, CCB, and ICBC, each contributed $700.96 million USD to the loan syndicate, while HSBC contributed $794.70 million USD. Record ID#101413 captures ABC's contribution. Record ID#101414 captures BOC's contribution. Record ID#101415 captures CCB's contribution. Record ID#101416 captures ICBC's contribution. In addition to the four Chinese state-owned banks, the following lenders contributed to the loan syndicate: Abu Dhabi Commercial Bank PJSC (ADCB), Bank of America N.A., BNP Paribas S.A., Citibank, N.A., Crédit Agricole Corporate and Investment Bank (CACIB), First Abu Dhabi Bank (FAB), Hong Kong and Shanghai Banking Corporation Limited (HSBC) and HSBC Bank Middle East Ltd, JPMorgan Chase Bank N.A., Mizuho Bank, MUFG Bank, Ltd., Natixis, Riyad Bank, Société Générale S.A. (SocGen), Standard Chartered Bank PLC (Hong Kong and Singapore arms), and Sumitomo Mitsui Banking Corporation (SMBC). BOC, ICBC, ADCB, Bank of America, BNP Paribas, Citigroup, Crédit Agricole, FAB, HSBC, JPMorgan, Mizuho, MUFG, Natixis, SMBC, SocGen, and Standard Chartered served as bookrunners. ABC, CCB, and Riyad Bank served as mandated lead arrangers. The London Branch of Citibank N.A. served as offshore security agent and FAB served as onshore security agent. FAB also served as facility agent. The proceeds were used by the borrower to finance the payment of the $15,500,000,000 USD purchase price of a 49.0% of the entire issued share capital of Aramco Gas Pipelines Company (AGPC), the payment of acquisition costs, and funding the interest expenses of the $13.412 billion USD loan. On December 6, 2021, GreenSaif Pipelines signed a sale and purchase agreement with Saudi Aramco for a 49% equity interest in AGPC, a newly formed wholly owned subsidiary of Saudi Aramco, for upfront sale proceeds of $15.5 billion USD (SAR 58.125 billion) in cash. Saudi Aramco would retain a controlling 51% equity interest in AGPC. Saudi Aramco leased the usage rights to its gas pipelines networks to AGPC for a 20-year period; AGPC issued Saudi Aramco the exclusive right to use, operate, and maintain the pipelines for that period in exchange for providing a quarterly, volume-based tariff payable by Saudi Aramco to AGPC, as backed by minimum volume commitments; GreenSaif would also receive quarterly distributions of its pro rata share of AGPC's available cash when Saudi Aramco paid discretionary dividends to its ordinary shares. Saudi Aramco would retain full ownership and operational control of the pipelines. On February 22, 2022, the borrower drew down $13,259,868,123.46 USD under the loan for the acquisition; the same day, GreenSaif acquired a 49% interest in AGPC for $15,500,00,000.00 plus transaction costs of $20,000,000 USD. In addition to the debt, the sponsors provided $2.088 billion USD in cash equity for the acquisition. The acquisition then closed on February 23, 2022. On September 30, 2022, the borrower used the full remaining available borrowing amount of $97,156,722 USD under the loan to pay the interest for the period that ended September 30, 202 and to pay certain acquisition costs. As of September 30, 2022, the entire balance of the loan had been utilized. On December 12, 2022, GreenSaif repaid $241,633,720 USD of the principal amount and accrued interest of $2,006,127.92 USD of the loan. On February 9, 2023, GreenSaif Pipelines Bidco and TMS Issuer S.a.r.l. issued $4.5 billion USD in bonsd and sukuks (BOC serving as an arranger) to partially refinance the acquisition.