Narrative
Full Description
Project narrative
On March 10, 2022, a syndicate of 18 banks — including the Bank of China (BOC) and the Industrial and Commercial Bank of China (ICBC) — entered into a $4.400 billion AUD ($3.22134 billion USD) syndicated loan agreement with Sydney Airport Finance Company Pty Limited — an Australia-incorporated special purpose vehicle (SPV) jointly owned by Australian resident fixed unit trust Sydney Aviation Alliance Australian Investment Trust (AIT) (35.99% equity stake), Australian superannuation fund UniSuper (15.01% equity stake), U.S.-based independent infrastructure fund manager Global Infrastructure Partners (GIP) (34.00% equity stake), and independently managed global infrastructure investment fund IFM Global Infrastructure Fund (GIF) (via Conyers Trust Company (Cayman) Limited, a Cayman Islands unit trust as trustee) (15.00% equity stake) — for the acquisition of Sydney Airport Group. This loan was divided into two tranches: a $2.400 billion AUD ($1.75710 billion USD) sustainability-linked revolving credit facility (RCF) tranche with a maturity period of five years and a final maturity date of March 10, 2027 and a $2.000 billion AUD ($1.46425 billion USD) sustainability-linked RCF bridge tranche with a maturity period of two years with an extension option of one-year. The proceeds of this loan were to be used by the borrower to facilitate the acquisition of Sydney Airport Group by the Sydney Aviation Alliance (SAA) consortium by refinancing and extending existing RCFs of Sydney Airport and to serve as a backstop repayment of debt or hedging facilities triggered by the acquisition. Record ID#101970 captures BOC's contribution to the $2.2 billion AUD tranche. Record ID#101971 captures ICBC's contribution to the $2.2 billion AUD tranche. Record ID#101972 captures ICBC's contribution to the $2 billion AUD tranche. Record ID#101973 captures ICBC's contribution to the $2 billion AUD tranche. In addition to BOC and ICBC, the following lenders contributed to the loan syndicate: Australia and New Zealand Banking Group (ANZ), BNP Paribas Fortis S.A./N.V., CaixaBank, S.A., Canadian Imperial Bank of Commerce (CIBC), Crédit Agricole Group, Goldman Sachs Group, Inc., HSBC Bank, Mizuho Financial Group (MHFG), MUFG Bank, Ltd., National Australia Bank Limited (NAB), Royal Bank of Canada (RBC), the Bank of Nova Scotia (Scotiabank), Société Générale S.A. (SocGen), Sumitomo Mitsui Banking Corporation (SMBC), and Westpac Banking Corporation. This loan supported the acquisition of 100% of the securities of Sydney Airport Group, consisting of Sydney Airport Limited and Sydney Airport Trust 1. Sydney Airport Group held a long-term lease on Sydney (Kingsford Smith) Airport, Australia's largest airport by passenger traffic and the only international airport in New South Wales, serving the city of Sydney. Sydney Airport provides aeronautical services, including access to terminals, apron parking, airfield, and terminal facilities, leasing of retail outlets in the terminals, leasing of buildings and facilities at the airport that serve as lounges, hotels, freight hubs, and car rentals, and the operation of passenger and staff parking and ground transport services at Sydney Airport. Sydney Airport is the only listed airport operator in Australia, being traded on the Australian Securities Exchange (ASX). On November 1, 2021, Sydney Aviation Alliance entered into a scheme implementation deed to purchase Sydney Airport Group, subject to an independent expert's report, approval from 75% of Sydney Airport's shareholders, approval from regulators and Australia's Foreign Investment Review Board (FIRB) for a cash consideration of $23.6 billion AUD ($17.5 billion USD. As part of the acquisition, UniSuper, which held a 15% stake in Sydney Airport Group, folded its stake into the Sydney Aviation Alliance with the other shareholders. On February 3, 2022, a majority of shareholders approved the acquisition. On March 9, 2022, the acquisition was completed. The acquisition was the largest takeover and the largest infrastructure deal in Australian history.
Staff comments
1. Sydney Aviation Alliance Australian Investment Trust (AIT) is an Australian resident fixed unit trust. AIT's ownership is as follows: Australian superannuation fund AustralianSuper Pty Ltd (20.84% equity stake), Australian superannuation fund Australian Retirement Trust (ART) (20.84% equity stake), independently managed global infrastructure investment fund IFM Global Infrastructure Fund (GIF) (via Conyers Trust Company (Cayman) Limited, a Cayman Islands unit trust as trustee) (8.34% equity stake), U.S.-based independent infrastructure fund manager Global Infrastructure Partners (GIP) (8.34% equity stake), and IFM Investors-managed infrastructure investment fund IFM Australian Infrastructure Fund (AIF) (41.65% equity stake). 2. There are two IJGlobal entries for this loan, which list the lenders and their contributions. However, for each tranche and both entries, the totals add up to $2.2 billion AUD, not $2 billion AUD and $2.4 billion AUD as they should, with ICBC and BOC's claimed contributions are $40 million AUD to each tranche. In light of this discrepancy, AidData has elected to apply its equal contributions to assumption to calculate the ICBC and BOC's contributions to this loan instead. With the individual contributions of the 18 lenders unknown to the $2 billion AUD tranche and the $2.4 billion AUD, AidData has estimated the contributions of the Chinese lenders by assuming that each bank contributed equally to the loan syndicate ($111,111,111.111 AUD to the $2 billion AUD tranche) and ($133,333,333.333 AUD to the $2.4 billion AUD tranche).