Bank of China provides a £138 million GBP loan for the Corinthia London Refinancing Project

Project narrative

On February 24, 2017, the London Branch of the Bank of China (BOC) entered into a £138 million GBP loan agreement with NLI Hotels Limited — a Jersey-incorporated company and subsidiary of Jersey-incorporated NLI Holdings Limited, which is 50% owned by state-owned Libyan Foreign Investment Company (LAFICO) and 50% owned by Malta-incorporated and domiciled International Hotel Investments p.l.c. (also known as Corinthia Group), whose majority shareholder is Corinthia Palace Hotel Company Limited (CPHCL) (a 50:50 joint venture between the Pisani Family and LAFICO) and whose other shareholders are Dubai-incorporated Istithmar Hotels FZE, and the general public via the Malta Stock Exchange — for the Corinthia London Refinancing Project. The proceeds of the loan were primarily used by the borrower to repay the original syndicated bank debt that financed the development and operation of the Corinthia London Hotel and to, in part, release £20 million GBP in funds for use by NLI Holdings in acquiring and redeveloping the Grand Hotel Astoria in Belgium into Corinthia Hotel Brussels. This loan was secured by (i.e. collateralized against) with full title guarantee and security for payment of the loan by a first legal mortgage on all real property in England and Wales, by a first fixed equitable charge on all other real property owned by it on the date of the security agreement, a first fixed charge on all its bank accounts, a first fixed on all its receivables, a first fixed charge on all its shares, a first fixed charge on all its investments, a first fixed charge on all its right, title, and interest in and to its uncalled capital and goodwill, a first fixed charge on all its intellectual property, a first fixed charge on all its plant and machinery, a first fixed charge on all its interest in the benefit of all guarantees, warranties, and representatives given or made by manufacturers, suppliers, and installers on any machinery, fixtures, and fittings; a first fixed charge on all its easements and other rights at any time vested in each charger; a first fixed charge on all its insurances, a first fixed charge on all its assignment agreements; and a first floating charge on all its undertaking and assets, present and future, assigned to the security trustee via a security agreement dated February 28, 2017 between BOC London Branch as security agent and Jersey-incorporated NLI Holdings Limited, Jersey-incorporated NLI Hotels Limited, England and Wales-incorporated NLI Operator Limited, and Jersey-incorporated NLI Finance Limited as chargers. NLI Hotels charged its real property, namely the freehold land and buildings known as the Metropole Building, Northumberland Avenue, London (Title Number NGL879937); NLI Operator charged its real property, namely the leasehold land and buildings known as the lower basement, basement, basement mezzanine, ground, mezzanine, first, second, third, fourth, fifth, six, seventh, and eight floors of the Corinthia Hotel London, Whitehall Place, London SW1A 2BD registered with title absolute (Title Number NGL928450); and NLI Hotels charged its real property, namely such parts of the freehold land included within title number NGL886575 as are demised by the lease registered under title number NGL928450. NLI Holdings charged an operating account with Barclays Bank PLC, Jersey Branch; NFL Hotels charged three accounts (operating, proceeds, and holding) with Barclays Bank PLC, Jersey Branch and three accounts with BOC London Branch (debt service reserve, operating (EUR), and operating (GBP)); NLI Operator charged three bank accounts with Barclays Bank PLC (operating, capex reserve, revenue); and NLI Finance charged its operating account with Barclays Bank PLC, Jersey Branch. NLI Holdings charged its ownership of 100,001 ordinary shares of £1 each in NLI Operator Limited. The specific assigned agreements were the hedging documents, the hotel operating agreement between OpCo and the hotel operator CHI Limited dated on May 21, 2009, and OpCo Hotel Lease on May 24, 2012. BOC London Branch served as agent and security agent. In 2020, early in the COVID-19 pandemic, BOC provided either capital repayment deferral schemes and/or a temporary postponement of banking covenants to align with the pandemic to support the borrower.