Bank of China contributes $72.5 million USD to the $3.8 billion USD tranche of a $5 billion USD syndicated revolving credit facility to PayPal for working capital, capital expenditures, and refinancing purposes

Project narrative

On June 7, 2023, a syndicate of 24 banks — including the Los Angeles Branch of the Bank of China (BOC) — entered into a $5.0 billion USD syndicated multi-currency revolving credit facility (RCF) agreement with PayPal Holdings, Inc. — a Delaware-incorporated American multinational financial technology company operating an online payments system listed on the Nasdaq Stock Market and headquartered in San Jose, California — as parent borrower, PayPal (Europe) S.à r.l. et Cie, S.C.A. — a Luxembourg-incorporated wholly-owned subsidiary of PayPal Holdings — as Luxembourg borrower, and PayPal Australia Pty Limited (PPAU) — a Australia-incorporated wholly-owned subsidiary of PayPal Holdings — as Australian borrower, for working capital, capital expenditures, and refinancing purposes. This RCF carried a maturity period of five years and a final maturity date of June 7, 2028. It was divided into three tranches: a $3,800,000,000 USD tranche (known as 'Tranche 1') with PayPal Holdings as borrower; a $1,000,000,000 USD tranche (known as 'Tranche 2') with r, PayPal (Europe) S.à r.l. et Cie, S.C.A. as borrower; and $200,000,000 USD tranche (known as 'Tranche 3') with PPAU as borrower. The RCF also included a $150 million USD letter of credit sub-facility and a $600 million USD swingline sub-facility. Borrowings under this RCF carried an interest rate at either the applicable term benchmark rate plus a margin based on PayPal's public debt ratings ranging from 0.750% to 1.250 or the applicable RFR rate (SONIA for loans denominated in pounds sterling and ESTR for loans denominated in euros) plus a margin based on PayPal's public debt ratings ranging from 0.750% to 1.250% or the applicable overnight rate plus a margin based on PayPal's public debt ratings ranging from 0.750% to 1.250%, or a formula based on the prime rate, the federal funds effective rate, or adjusted term SOFR plus a margin based on PayPal's public debt ratings ranging from 0% to 0.250%. The RCF was available for draw down in U.S. dollars, euros, pounds sterling and Australian dollars. The RCF featured an option to increase commitments by a further $2.0 billion USD). The RCF was unsecured but was guaranteed by PayPal Holdings. The RCF featured customary representations, warranties, affirmative and negative covenants, including a financial covenant (a quarterly financial test with respect to a maximum consolidated leverage ratio), events of default and indemnification provisions in favor of the lenders. The proceeds were to be used by the borrower to repay an existing credit agreement dated September 11, 2019, which was then terminated, and for working capital, capital expenditures, acquisitions, and other purposes. BOC contributed $72,500,000 USD to the $3.8 billion USD Tranche 1. In addition to BOC, the following lenders contributed the respective amounts to Tranche 1: JPMorgan Chase Bank, N.A. ($225,833,333.33 USD), Bank of America, N.A. ($225,833,333.33 USD), Citibank, N.A. ($225,833,333.33 USD), the New York Branch of Deutsche Bank ($225,833,333.33 USD), Wells Fargo Bank, N.A. ($265,833,333.33 USD), Goldman Sachs Bank USA ($225,833,333.33 USD), Barclays Bank Plc ($240,000,000.00 USD), BNP Paribas S.A. ($240,000,000.00 USD), Morgan Stanley Bank, N.A. ($240,000,000.00 USD), HSBC Bank USA, National Association ($240,000,000.00 USD), MUFG Bank, Ltd. ($240,000,000.00 USD), the Bank of Nova Scotia (Scotiabank) ($240,000,000.00 USD), the New York Branch of the Toronto-Dominion Bank ($240,000,000.00 USD), DBS Bank Ltd. ($72,500,000.00 USD), Mizuho Bank, Ltd. ($72,500,000.00 USD), National Australia Bank Limited (NAB) ($72,500,000.00 USD), the Los Angeles Agency of Oversea-Chinese Banking Corporation (OCBC Bank) ($72,500,000.00 USD), Royal Bank of Canada (RBC) ($72,500,000.00 USD), Standard Chartered Bank ($72,500,000.00 USD), State Street Bank and Trust Company ($72,500,000.00 USD), Sumitomo Mitsui Banking Corporation (SMBC) ($72,500,000.00 USD), and the New York Branch of Banco Santander, S.A. ($72,500,000.00 USD). BOC did not contribute to $1 billion USD Tranche 2, which was provided by JPMorgan Chase Bank, Bank of America, Citibank, Deutsche Bank, Wells Fargo Bank, and Goldman Sachs Bank ($166,666,666.67 USD each). BOC did not contribute to $200 million USD Tranche 3, which was provided by JPMorgan Chase Bank, Bank of America, Citibank, Deutsche Bank, Wells Fargo Bank, and Goldman Sachs Lending Partners LLC ($40,000,000.00 USD each). JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc., BofA Securities, Inc., Wells Fargo Securities, LLC, Goldman Sachs Bank USA, and Citibank, N.A. served as joint lead arrangers and joint book managers. JPMorgan Chase Bank, N.A. served as the administrative agent for the parent and Luxembourg borrowers, while J.P. Morgan Securities Australia Limited served as the administrative agent for the Australian borrower. Deutsche Bank Securities Inc., Bank of America, N.A., Wells Fargo Bank, N.A., Goldman Sachs Bank USA, and Citibank, N.A. served as syndication agents. Barclays Bank Plc, BNP Paribas S.A., Morgan Stanley Senior Funding, Inc., HSBC Bank USA, N.A., MUFG Bank, Ltd., Scotiabank, and the New York Branch of the Toronto-Dominion Bank served as documentation agents. As of December 31, 2023, no borrowings were outstanding under the RCF.