Bank of China contributes to a €2 billion EUR revolving credit facility to CEPSA for liquidity purposes (Linked to Record ID#102251, #102252, and #102253)

Project narrative

In March 2014, a syndicate of 17 banks signed a €1.5 billion EUR (£1.25 billion GBP) syndicated multi-currency loan agreement with Compañía Española de Petróleos, S.A.U. (CEPSA) — a Spain-incorporated and headquartered multinational oil and gas company wholly owned by Abu Dhabi state-owned International Petroleum Investment Company (IPIC) — for liquidity purposes. This loan was divided into two tranches: a €500 million EUR term loan tranche with a maturity period of three years and a €1 billion EUR revolving credit facility (RCF) tranche with a maturity period of five years. The proceeds were to improve the borrower's debt restructuring and liquidity. Between 2014 and 2020, the number of lenders grew to 19 and the syndicated loan had evolved into a €2.000 billion EUR revolving credit facility (RCF) with a final maturity date of September 2024 as of 2019, after experiencing an unspecified number of maturity extensions and other amendments. In 2020, the 19-bank lending syndicate entered into an amendment agreement with CEPSA — now known as Compañía Española de Petróleos, S.A. and owned by Cepsa Holding, LLC, a United Arab Emirates-incorporated wholly-owned subsidiary of Abu Dhabi state-owned sovereign wealth fund Mubadala Investment Company, PJSC (a company created after IPIC merged with Mubadala Development Company) (61.36% equity stake) and Matador Bidco, S.À.R.L., a Luxembourg-incorporated company ultimately wholly owned by by American private equity and asset management firm The Carlyle Group, Inc. (38.41% equity stake) — for the €2 billion EUR RCF; in this agreement, the maturity period of the RCF was extended by one year, for a new final maturity date of September 2025. BOC was a lender to the RCF at this point. Record ID#102250 captures BOC's contribution to the loan syndicate. As of December 31, 2020, there were no amounts drawn under the RCF. In 2021, the lending syndicate of now-18 banks — including BOC — entered into an amendment agreement with CEPSA for the €2 billion EUR RCF; in this agreement, the maturity period of the RCF was extended by one year, for a new final maturity date of September 2026. Record ID#102251 captures BOC's contribution to this maturity extension. In addition to BOC, the other 17 lenders were the following lenders: Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), Banco Santander S.A., Bank of America, Barclays Bank Plc, BNP Paribas S.A., CaixaBank S.A., Citibank, Commerzbank AG, First Abu Dhabi Bank (FAB), Intesa Sanpaolo S.p.A., HSBC Bank, Mizuho Bank, MUFG Bank, Ltd., Natixis, Sumitomo Mitsui Banking Corporation (SMBC), Société Générale S.A. (SocGen), and UniCredit S.p.A.. As of December 31, 2021, there were no amounts drawn under the RCF. In October 2022, the lending syndicate of now-19 banks — including BOC — entered into an amendment agreement with CEPSA for the €2 billion EUR RCF; in this agreement, the maturity period of the RCF was extended by one year, for a new final maturity date of September 2027. Additionally, the amendment added sustainability-linked provisions to the RCF. Specifically, the amendment added three Key Performance Indicators (KPIs), namely CEPSA's progressive reduction in Scope 1 & 2 emissions to a 55% decrease in 2030 from its 2019 levels, a 15% to 20% decrease in the carbon intensity index of CEPSA's energy products sales, including Scope 1, 2, and 3, and a gender diversity target that 30% of CEPSA's leadership positions be held by women by 2025. The borrower's performance against these KPIs would result in an adjustment of the margin of its interest rate, positively or negatively depending on whether the KPIs were met or not; CEPSA and the lending syndicate committed to donating 100% of the interest adjustment, with the achievement of each KPI determining whether CEPSA, the lenders, or CEPSA and the lenders together would borne the donation. CEPSA pledged to donate its 50% of donations to the CEPSA Foundation, while the lending syndicate committed to donate their share to a foundation or non-profit organization, both in service to environmental and social projects. Record ID#102252 captures BOC's contribution to this maturity extension. BBVA and Natixis Corporate & Investment Banking served as Sustainability Coordinators for the 2022 extension. ING Group N.V. reportedly joined the loan syndicate as well As of December 31, 2022, there were no amounts drawn under the RCF. In 2023, the lending syndicate of 18 banks — including BOC — entered into an amendment agreement with CEPSA for the €2 billion EUR RCF; in this agreement, the maturity period of the RCF was extended by one year, for a new final maturity date of September 2028. Record ID#102253 captures BOC's contribution to this maturity extension. As of December 31, 2023, there were no amounts drawn under the RCF.