Narrative
Full Description
Project narrative
On December 14, 2010, Onayzah Limited, Alula Limited and Tayma Limited — three special purpose vehicles (SPVs) and wholly-owned subsidiaries of United Arab Shipping Company S.A.G. [UASC (S.A.G.)] — signed a $302,040,000 secured, syndicated term loan agreement for the financing of three 13,100 TEU class container carriers. The Export-Import Bank of Korea (KEXIM), BNP Paribas S.A., Industrial and Commercial Bank of China, Dubai (DIFC) Branch, and Ahli United Bank B.S.C. served as commercial lenders and mandated lead arrangers. BNP Paribas S.A. serves as documentation agent, facility agent and security agent and BNP Paribas (Suisse) S.A. served as an account bank. The loan agreement contemplates each borrower (SPV) acquiring title to one of the container carriers, with each borrower being joint and severally liable for the obligations of the other borrowers under the loan agreement. The loan was to be repaid in twenty-four equal consecutive semi-annual installments. It carried an interest rate of LIBOR plus an unspecified margin. All obligations of the borrowers (SPV) were guaranteed by UASC (S.A.G.) — a joint venture of the Public Investment Fund of the of the Kingdom of Saudi Arabia, Kuwait Investment Authority, Qatar Investment Authority, Investment Corporation of Dubai, Iraqi Fund for External Development, and Bahrain Mumtalakat Holding Company B.S.C. All obligations were also secured by asset security customary for this type of asset financing transaction, including a mortgage over the financed vessels, assignments by the borrowers of rights and claims under the shipbuilding contracts and refund guarantees, and a general assignment by each of the borrowers and UASC (S.A.G.) of their respective rights in the insurances and transaction documents. As of September 30, 2016, the loan’s aggregate principal amount outstanding was $188,775,000.
Staff comments
1. On July 15, 2016, Hapag-Lloyd Aktiengesellschaft entered into a business combination agreement (BCA) with United Arab Shipping Company S.A.G. (“UASC”) in which all of UASC’s shareholders would submit their shares in UASC to Hapag-Lloyd Aktiengesellschaft by means of a contribution in kind. However, in 2010, when the $302,040,000 secured, syndicated term loan loan was issued, the Governments of Iraq, Kuwait, Qatar, Saudi Arabia and the UAE each owned a 19.5% ownership stake in UASC and the Kingdom of Bahrain owned a 2.5% ownership stake in UASC. 2. The size of ICBC’s contribution to the syndicated loan is unknown. However, it is known that the Korea Eximbank financed 70% of the deal. For the time being, AidData assumes equal contributions ($30,200,000) for the loan amount minus Korea Eximbank's contribution ($302 million*70%=$211.4 million) across the rest of 3 known members of the syndicate. However, this issue warrants further investigation. 3. Hapag-Lloyd Aktiengesellschaft refers to the ICBC lender as ICBC (Middle East) in its Company Report from January 2017, and ICBC Dubai (DIFC) Branch in its Company Report from July 2017. AidData has recorded ICBC Dubai (DIFC) Branch as the funding agency given that it was named in the more recent document. This issue warrants further investigation.