Narrative
Full Description
Project narrative
On October 10, 2019, a syndicate of 21 banks — including the Bank of China (BOC) and China Construction Bank Corporation (CCB) — entered into a $5.500 billion USD syndicated revolving credit facility (RCF) agreement with BHP Group Plc (renamed as BHP Group (UK) Ltd in 2022) — an England and Wales-incorporated company listed on the London Stock Exchange part of the dual-listed Anglo-Australian multinational mining and metals company BHP Group, with the other parent, Australia-incorporated BHP Group Limited, listed on the Australian Securities Exchange — for refinancing and back-up purposes. This RCF carried a maturity period of five years with two one-year extension options, a final maturity date of October 10, 2024, an interest rate based on a 3-month LIBOR plus a margin, and a commitment fee. BHP Group Limited and BHP Group Plc both guaranteed the RCF. The proceeds were to be used by the borrower to refinance a $6 billion USD facility signed in 2014 and to serve as a back-up for BHP's uncommitted commercial paper program. Record ID#104493 captures BOC's contribution. Record ID#104494 captures CCB's contribution. In addition to BOC and CCB, the following lenders contributed the loan syndicate: Citibank, Banco Santander, S.A., Australia and New Zealand Banking Group (ANZ), Bank of America, Barclays Bank Plc, BNP Paribas S.A., Canadian Imperial Bank of Commerce (CIBC), Crédit Agricole Group, DBS Bank, Deutsche Bank AG, Goldman Sachs Group Inc., JPMorgan Chase Bank, N.A., Mizuho Bank, MUFG Bank, Ltd., National Australia Bank Limited (NAB), the Bank of Nova Scotia (Scotiabank), Sumitomo Mitsui Banking Corporation (SMBC), UBS AG, and Westpac Banking Corporation. Citi and Santander served as joint bookrunners and mandated lead arrangers. The loan was significantly oversubscribed with all lenders significantly scaled back. As of June 30, 2020, this RCF was undrawn. Between July 1, 2020 and June 30, 2021, the lending syndicate — still including BOC and CCB — entered into an amendment agreement with the borrower; in the amendment agreement, the lenders extended the maturity period of the $5.5 billion USD RCF by one year — for a new maturity period of six years — and set October 10, 2025 as the new final maturity date. Record ID#104495 captures BOC's contribution to the debt rescheduling. Record ID#104496 captures CCB's contribution to the debt rescheduling. As of June 30, 2021, this RCF was undrawn. Between July 1, 2021 and June 30, 2022, the lending syndicate — still including BOC and CCB — entered into another amendment agreement with the borrower; in the amendment agreement, the lenders extended the maturity period of the $5.5 billion USD RCF by one year — for a new maturity period of seven years — and set October 10, 2026 as the new final maturity date. Record ID#104497 captures BOC's contribution to the debt rescheduling. Record ID#104498 captures CCB's contribution to the debt rescheduling. Additionally, in November 2021, the lending syndicate — still including BOC and CCB — entered into another amendment agreement with the borrower; in the amendment agreement, LIBOR's status as the base floating rate was replaced by Alternative Reference Rates (ARR). As of June 30, 2022, this RCF was undrawn. As of June 30, 2023, this RCF was undrawn.
Staff comments
1. In January 2022, BHP Group did away from the dual-parent structure, unifying the company under the Australia-incorporated BHP Group Limited with a primary listing on the Australian Securities Exchange, a standard listing on the London Stock Exchange, a secondary listing on the Johannesburg Stock Exchange, and an ADR program listed on the New York Stock Exchange. BHP Group Plc was renamed as BHP Group (UK) Ltd and became a wholly-owned subsidiary of BHP Group Limited.