Narrative
Full Description
Project narrative
On November 1, 2023, a syndicate of 22 banks — including the Los Angeles Branch of the Bank of China (BOC) — entered into a $15.0 billion USD syndicated mutli-currency revolving credit facility (RCF) agreement with Amazon.com, Inc. — a Delaware-incorporated American multinational technology and e-commerce company founded by Jeff Bezos, headquartered in Seattle, Washington, and listed on the Nasdaq Stock Market — for refinancing and general corporate purposes. This RCF was available for drawdown in U.S. dollars, euros, pounds sterling, Japanese yen, Canadian dollars, Australian dollars, Swiss francs, and other alternative currencies. This RCF carried a maturity period of five years with a final maturity date of November 1, 2028, albeit with a one-year extension option. This RCF carried an interest rate based on the one-month applicable benchmark rate based on the relevant currency drawn of the borrowing (U.S. dollars, Term SOFR; Euros, EURIBOR; Japanese yen, TIBOR; Pounds sterling, SONIA; Canadian dollars, CDOR or Term CORRA or Daily Compounded CORRA in certain circumstances; Australian dollars, ABBR; and Swiss francs, SARON) plus a margin of 0.45% and a commitment fee of 0.03% on the undrawn portion. This RCF was unsecured. Amazon.com had the option to designate subsidiaries as additional borrowers under the RCF. The proceeds of this RCF were used to replace (refinance) an existing $10.0 billion USD amended and restated credit agreement originated on March 29, 2022, which was then terminated on November 1, 2023, and for general corporate purposes, including working capital, capital expenditures, acquisitions, payment of fees and expenses associated with the RCF, and backstopping any notes issued by the borrower under its commercial paper program. In addition to BOC LA Branch, the following lenders contributed to the loan syndicate: Citibank, N.A., Bank of America N.A., the New York Branch of Deutsche Bank AG, HSBC Bank USA, National Association, The Hongkong and Shanghai Bank Corporation Limited (HSBC), JPMorgan Chase Bank, N.A., Wells Fargo Bank N.A., Barclays Bank Plc, BNP Paribas S.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Wells Fargo Bank N.A., Barclays Bank Plc, BNP Paribas S.A., Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Morgan Stanley Senior Funding, Inc., Royal Bank of Canada (RBC), Société Générale S.A. (SocGen), the New York Branch of Toronto-Dominion Bank (TD Bank), Bank of Nova Scotia (Scotiabank), Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), the New York Branch of Banco Santander, S.A., National Westminster Bank Plc (NatWest), Standard Chartered Bank PLC, and U.S. Bank National Association. Citibank, N.A. served as administrative agent, sole lead arranger, and syndication agent. Citibank, BofA Securities, Inc., Deutsche Bank Securities Inc., HSBC Securities (USA), Inc., JPMorgan Chase Bank, N.A., and Wells Fargo Securities, LLC served as joint bookrunners. Citibank, BofA Securities Inc., Deutsche Bank Securities Inc., HSBC Securities (USA), Inc., JPMorgan Chase Bank, Wells Fargo Bank, N.A., Barclays Bank Plc, BNP Paribas, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., RBC, SocGen, TD Securities (USA) LLC, and Scotiabank served as co-documentation agents. The New York Branch of BBVA, New York Branch of Banco Santander, BOC LA Branch, NatWest, Standard Chartered Bank, and U.S. Bank National Association served as co-managing agents. As of December 31, 2023, there were no borrowings outstanding under the $15 billion USD RCF. As of September 30, 2024, there were no borrowings outstanding under the $15 billion USD RCF.
Staff comments
1. The loan agreement can be accessed in its entirety via https://www.dropbox.com/scl/fi/uj33sxt7c2oga5ivroji2/sec.gov_Archives_edgar_data_1018724_000110465923113444_tm2329405d1_ex10-1.htm.pdf?rlkey=6tqnokkaay1kaky9ey5t8loaj&st=8n6xbiz8&dl=0 2. The individual contributions of the 22 lenders to this $15 billion USD syndicated revolving credit facility are unknown. For the time being, to estimate BOC's contribution, AidData has assumed that each lender committed equally ($681,818,181.818 USD) to the loan syndicate. 3. This RCF was available for drawdown in several currencies with different currencies, each with their own reference rate, but as its face value was in U.S. dollars, AidData has coded SOFR as the reference rate.