Narrative
Full Description
Project narrative
On August 9, 2023, a syndicate of 11 banks — including the New York Branch of the Industrial and Commercial Bank of China (ICBC) — entered into a $750,000,000 USD syndicated revolving credit facility (RCF) agreement with MarketAxess Holdings Inc. — a Delaware-incorporated financial technology company headquartered in New York City and traded on the Nasdaq Stock Market — for general corporate and refinancing purposes. This RCF carried a maturity period of three years with two 364-day extension options at each lender's discretion. All borrowings would bear interest, at the borrower's option, at a rate per annum equal to either 1) the sum of the greatest of the prime rate or the federal funds effective rate and overnight bank funding rate plus 0.50% or one-month adjusted Term SOFR plus 1.00% plus an applicable margin ranging from 0.25% to 0.75% depending on the borrower's consolidated total leverage ratio with a 1.0% floor or B) the sum of Term SOFR plus a spread adjustment of 0.10% and an applicable rate of 1.25% to 1.75% depending on the borrower's consolidated total leverage ratio with a 0.00% floor. The default interest rate was overdue amounts was a further 2.00% per annum on top of the variable rate. The RCF featured a commitment for unutilized commitments and a fronting fee to the issuing bank to letters of credit and a participation fee to the administrative agent for the account of each lender with respect to the borrower's participations in letters of credit at then applicable rate, ranging from 1.25% to 1.75%, on the average daily amount of each lender’s letter of credit exposure. There was a $5 million USD letter of credit sub-limit for standby letters of credit and a $380 million USD sub-limit for swingline loans under this RCF. There was an uncommitted $375 million USD up-sizing option in the RCF. The proceeds were to be used by the borrower for its general corporate purposes and to replace (refinance) its existing credit agreement dated October 15, 2021 and maturing on October 15, 2024, which was terminated. The RCF featured customary affirmative and negative covenants and events of default. The RCF featured financial covenants requiring the borrower to maintain a Consolidated Total Leverage Ratio for four consecutive fiscal quarters not exceeding 2.5 to 1.0. It also required that each material broker-dealer subsidiary maintain monthly regulatory net capital in an amount equal to or in excess of 125% of the net capital amount required under applicable regulations and (B) MarketAxess Corporation maintain monthly regulatory net capital equal to or in excess of the greater of an amount (i) 125% of the net capital amount required under applicable regulations on or with respect to MarketAxess Corporation and (ii) 6.0% of MarketAxess Corporation’s aggregate debit items. ICBC contributed $50 million USD to the loan syndicate. In addition to ICBC NY Branch, the following lenders contributed to the loan syndicate: JPMorgan Chase Bank, N.A., PNG Bank, National Association, U.S. Bank National Association, Bank of America, N.A., Citibank N.A., Morgan Stanley Bank, N.A., MUFG Bank, Ltd., M&T Bank, Goldman Sachs Bank USA, and KeyBank National Association. JPMorgan Chase Bank served as administrative agent. JPMorgan Chase Bank, PNC Capital Markets LLC, U.S. Bank National Association, and BofA Securities, Inc. served as joint bookrunners, syndication agents, and joint lead arrangers.