ICBC contributes £2.88 million GBP to the £46.07 million GBP debt service reserve facility tranche of a £1.36225 billion GBP syndicated loan for the 573 MW Race Bank Offshore Wind Farm 2018 Refinancing Project (Linked to Record ID#89596, #101547, #101548, and #101550)

Project narrative

On December 13, 2018, financial close was reached on a deal in which a syndicate of 16 banks (but additional lenders when including branches) — including the London Branch of the Industrial and Commercial Bank of China (ICBC) — entered into a £1.36225 billion GBP ($1.71914 billion USD) syndicated loan agreement with Firebolt RB Holdings Limited — an England and Wales-incorporated special purpose vehicle (SPV) that owns a 50% interest in Race Bank Wind Farm (Holding) Ltd (RBWFHL) and Race Bank Wind Farm Limited and that is jointly owned by MEIF 5 RB Holdings S.À.R.L (ultimately owned by Macquarie European Infrastructure Fund 5) (50% equity stake), England and Wales-incorporated Vintners RB Holdings Limited, a wholly owned subsidiary of Japan's Sumitomo Corporation (25% equity stake), England and Wales-incorporated Greenco RB Alpha Limited (a vehicle controlled by Gravis Asset Holdings Limited of Gravis Capital Partners) (12.5% equity stake), and England and Wales-incorporated Greenco RB Beta Limited (a vehicle controlled by Arjun GP of Arjun Infrastructure Partners) (12.5% equity stake) — for the 573 MW Race Bank Offshore Wind Farm 2018 Refinancing Project. This loan was divided into four tranches: a £25.00 million GBP ($31.55 million USD) working capital tranche with a maturity period of 17 years and three months (17.25 years) and a final maturity date of March 31, 2036; a £75,000,000 GBP ($94.65 million USD) OFTO revolving facility tranche with a maturity period of 14 years and nine months (14.75 years), a quarterly repayment schedule beginning on March 31, 2019 (three-month grace period) until September 30, 2033, and an interest rate of LIBOR plus a margin of 2.1037%; a £117,922,563 GBP ($148.82 million USD) OFTO term loan tranche with a maturity period of two years and six months (2.5 years), a quarterly repayment schedule beginning on March 31, 2019 (three-month grace period) until June 30, 2021, a final maturity date of June 30, 2021, and an interest rate of LIBOR plus a margin of 2.1037%; a £46.07 million GBP ($58.15 million USD) debt service reserve facility tranche with a maturity period of 17 years and three months (17.25 years) and a final maturity date of March 31, 2036; a £792,250,313 GBP ($999.81 million USD) term loan tranche with a maturity period of 14 years and nine months (14.75 years), a quarterly repayment schedule beginning on March 31, 2019 (three-month grace period) until September 30, 2033, and an interest rate of LIBOR plus a margin of 2.4037% per annum; a £11.00 million GBP ($13.88 million USD) letter of credit tranche with a maturity period of 17 years and three months (17.25 years) and a final maturity date of March 31, 2036; and a £295.00 million GBP ($372.29 million USD) fixed rate bond with a maturity period of 18 years and a fixed interest rate of 2.8% per annum arranged solely by Crédit Agricole Corporate and Investment Bank (CACIB). This loan was secured by (i.e. collateralized against) a first legal mortgage and a first fixed charge on all estates or interests in any freehold or leasehold property, including all buildings, fixtures, fitting, and fixed plant and machinery on that property, owned by the charger; a first fixed charge on all its interest in all shares, stocks, debentures, bonds, or securities and investments owned by the charger, namely its 1,181,193,100 ordinary shares held in Race Bank Wind Farm (Holding) Limited; a first fixed charge on all plant and machinery owned by Firebolt RB Holdings; a first floating charge on all its right in respect of any amount standing to the credit of its accounts, namely its Proceeds GBP Account, Proceeds EUR Account, Proceeds DKK Account, Debt Service Reserve Account, OFTO Assets Proceeds Account, Distributions Account, Insurance and Compensation Account, OFTO Escrow Account, and Maintenance Reserve Account; a first fixed charge on all its book and other debts, all other moneys due and owed to it, and the benefits of all rights, securities, or guarantees held by the charger; a first fixed charge on all its right in respect of any agreement to which it was a party including the material project documents and relevant contracts, any letter of credit or bond issued in its favor, and any bill of exchange or other negotiable instrument held by it, including a number of shareholder loan notes, hedging documents, shareholders' agreement, the SPA, the OCIA, the IPPA, the FP-PPA, and the Account Bank Agreement; an absolute security and a first fixed charge on all amounts payable to it under or in connection to each of the shareholder insurances, namely a AIG Europe Limited OAR Insurance Difference in Excess Insurance (Policy Number PWOFF1800016) and an AIG Europe Limited BI Insurance (Policy Number PWOFF1800016); a first fixed charge on any know-how, patent, trademark, service mark, design, business name, topographical or similar right, any copyright or other intellectual property monopoly right, and including any interest, including by way of license; a first fixed charge of any beneficial interest, claim, or entitlement it has in any pension fund, its goodwill, the benefit of any authorization held in connection with its use of an security asset, its right to recover and receive compensation which may be payable to it in respect of any authorization, and its uncalled capital; a first floating charge on all the assets not already mortgaged or assigned in favor of security trustee, MUFG Bank, Ltd., as charged by Firebolt RB Holdings Limited in a security agreement dated on December 13, 2018. Additionally, this loan was secured by a first fixed charge in its interest in all the share capital in Firebolt RB Holdings Limited owned by the charger (27,713,645 shares at the date of the security agreement); a security of all its rights, title, and interest in respect of all shareholder loans from the charger to Firebolt RB Holdings; and a first floating charge on all the assets held by the charger, all charged by GreenCo RB Alpha Limited in favor of MUFG Bank in a security agreement dated December 13, 2018. This loan was also secured by a first fixed charge in all the share capital in Firebolt RB Holdings Limited owned by the charger (27,713,645 shares at the date of the security agreement); a security of all its rights, title, and interest in respect of all shareholder loans from the charger to Firebolt RB Holdings; and a first floating charge on all the assets held by the charger, all charged by GreenCo RB Beta Limited in favor of MUFG Bank in a security agreement dated December 13, 2018. Furthermore, this loan was secured by a first fixed charge in all the share capital in Firebolt RB Holdings Limited owned by the charger (55,427,290 shares at the date of the security agreement); a security of all its rights, title, and interest in respect of all shareholder loans from the charger to Firebolt RB Holdings; and a first floating charge on all the assets held by the charger, as charged by Vintners RB Holdings Limited in favor of MUFG Bank in security agreement dated December 13, 2018 to the security trustee MUFG Bank. In addition to ICBC, the following lenders contributed to the loan syndicate: Aviva Investors Global Services Limited (acting as agent on behalf of Aviva Life & Pensions UK Limited), Samsung Life Insurance Co., Ltd., Nippon Life Insurance Company, the London Branch of Sumitomo Mitsui Banking Corporation (SMBC), Santander UK plc, the London Branch of Banco Santander, S.A., MUFG Bank, Ltd., the London Branch of CACIB, National Australia Bank Limited (NAB), Natixis, the London Branch of Natixis, Landesbank Baden-Württemberg (LBBW), the London Branch of LBBW, the London Branch of Siemens Bank GmbH, National Westminster Bank Plc (NatWest), Société Générale S.A. (SocGen), the London Branch of SocGen, Norddeutsche Landesbank Girozentrale (NORD/LB), and ING Bank N.V. Migdal Insurance and Financial Holdings Ltd. also reportedly contributed to the loan syndicate, though it was not one of the 16 lenders whose commitments were known (suggesting it joined in syndication). All 16 lenders, including ICBC, contributed £1.56 million GBP ($1.97 million USD) to the £25 million GBP working capital tranche. Record ID#89596 captures ICBC's contribution. All 16 lenders, including ICBC, contributed £4.69 million GBP ($5.92 million USD) to the £75 million GBP OFTO revolving facility tranche. Record ID#101547 captures ICBC's contribution. All 16 lenders, including ICBC, contributed £7.37 million GBP ($9.30 million USD) to the £117.92 million GBP OFTO term loan tranche. Record ID#101548 captures ICBC's contribution. All 16 lenders, including ICBC, contributed £2.88 million GBP ($3.63 million USD) to the £46.07 million GBP debt service reserve facility tranche. Record ID#101549 captures ICBC's contribution. All 16 lenders, including ICBC, contributed £49.52 million GBP ($62.49 million USD) to the £792.2 million GBP term loan tranche. Record ID#101550 captures ICBC's contribution. All 16 lenders, including ICBC, contributed £0.69 million GBP ($0.87 million USD) to the £11 million GBP letter of credit tranche. As of December 31, 2018, the £792.25 million GBP term loan tranche, the the £117.92 million GBP OFTO term loan facility, the £75 million OFTO FCF tranche, £295 million GBP bond, had been fully drawn down. On September 23, 2022, financial close was reached on a deal in which a syndicate of 13 banks — including ICBC — entered into a £684.79 million GBP ($769.13 million USD) syndicated loan agreement with Firebolt RB Holdings Limited for the 573 MW Race Bank Offshore Wind Farm 2022 Refinancing Project. This loan was divided into four tranches: a £11.00 million GBP ($12.36 million USD) debt service reserve facility tranche with a maturity period of 13 years and six months (13.5 years) and a final maturity date of March 31, 2036; a £25,000,000 GBP ($28.08 million UDS) working capital revolving credit facility (RCF) tranche with a maturity period of 13 years and six months (13.5 years), a final maturity date of March 31, 2036, and an interest rate of SONIA plus a margin of 1.85%; a £666.10 million GBP ($748.15 million USD) replacement term loan tranche, with a maturity period of 14 years and six months (14.5 years), a quarterly repayment profile beginning from December 31, 2022 (three-month grace period) until March 31, 2027, and an interest rate of SONIA plus a margin of 1.85%; and a £46.07 million GBP ($51.75 million USD) letter of credit tranche with a maturity period of 13 years and six months (13.5 years) and a final maturity date of March 31, 2036. The proceeds were to be used by the borrower to refinance the 573 MW Race Bank Offshore Wind Farm Project. All 13 lenders, including ICBC, contributed £0.85 million GBP ($0.95 million USD) to the £11 million GBP debt service reserve facility tranche. Record ID#101504 captures ICBC's contribution. All 13 lenders, including ICBC, contributed £1.92 million GBP ($2.16 million USD) to the £25 million GBP WC RCF tranche. Record ID#101505 captures ICBC's contribution. All 13 lenders, including ICBC, contributed £51.24 million GBP ($57.55 million USD) to the £666.1 million GBP replacement term loan tranche. Record ID#101506 captures ICBC's contribution. All 13 lenders, including ICBC, contributed £3.54 million GBP (3.98 million USD) to the £46.07 million GBP letter of credit tranche. The Race Bank Offshore Wind Farm is located in the Greater Wash area of the North Sea, approximately 27 kilometers off the East Coast of Britain (16.8 miles off Blakeney Point on the North Norfolk Coast and 17.4 miles from the Lincolnshire coast at Chapel St. Leonards) and is made of 91 turbines for a total capacity of 573 MW, capable of generating enough energy to power more than 400,000 homes.