Narrative
Full Description
Project narrative
On March 24, 2023, a syndicate of 16 banks — including the New York Branch of the Bank of China (BOC) — entered into a $3,000,000,000 USD amended and restated syndicated senior revolving credit facility (RCF) with Devon Energy Corporation — a Delaware-incorporated American hydrocarbon exploration company headquartered in Oklahoma City, Oklahoma and listed on the New York Stock Exchange — for refinancing and general corporate purposes. This RCF carried a maturity period of five years and a final maturity date with March 24, 2028, albeit with up to three additional one-year periods at the borrower's request. This RCF carried an interest rate dependent on the applicable loan type, with either the Federal Funds Rate plus 50 basis points (bps) or one-month Term SOFR or a prime rate set by the administrative and a margin based on the borrower's credit rating, ranging from 100.0 bps for Term SOFR loans and 0.0 bps for base rate loans at a debt rating of A- / A3 or greater to 200.0 bps for Term SOFR loans and 100.0 bps for base rate loans at a debt rating of less than or equal to BB / Ba2 (the borrower's debt rating was BBB / Baa 2 at commitment, so the margin was 125.0 bps for Term SOFR loans and 25.0 bps for base rate loans). The commitment fee was based on the borrower's debt rating, ranging from 10.0 bps for A- / A3 or greater to 30.0 bps for less than or equal to BB / Ba2 (the borrower's debt rating was BBB / Baa 2 at commitment, so the commitment fee was 15.0 bps). The RCF included a $750 million USD accordion feature and a $300 million USD sub-limit for letters of credit and a $50,000,000 USD sub-limit for swing line loans. This RCF included a financial covenant for the ratio of consolidated funded indebtedness to consolidated total capitalization of no greater than 65%, measured at the end of each fiscal quarter. The proceeds were to be used to amend, restate, and replace (refinance) an existing credit agreement entered into on October 5, 2018 and for the borrower and its subsidiaries' general corporate purposes, including supporting the borrower's commercial paper program. BOC NY Branch contributed $180,416,666.66 USD to the loan syndicate. In addition to BOC, the following lenders contributed to the loan syndicate: Bank of America, N.A. ($207,500,000.00 USD), Citibank, N.A. ($207,500,000.00 USD), Goldman Sachs Bank USA ($207,500,000.00 USD), JPMorgan Chase Bank, N.A. ($207,500,000.00 USD), Morgan Stanley Bank, N.A. ($207,500,000.00 USD), Royal Bank of Canada (RBC) ($207,500,000.00 USD), the Houston Branch of the Bank of Nova Scotia (Scotiabank) ($207,500,000.00 USD), Truist Bank ($207,500,000.00 USD), Wells Fargo Bank, National Association ($207,500,000.00 USD), Barclays Bank PLC ($180,416,666.67 USD), the New York Branch of the Canadian Imperial Bank of Commerce (CIBC) ($180,416,666.67 USD), PNC Bank, National Association ($180,416,666.66 USD), the New York Branch of The Toronto-Dominion Bank (TD Bank) ($180,416,666.67 USD), U.S. Bank National Association ($180,416,666.67 USD), and BOKF, N.A. DBA Bank of Oklahoma ($50,000,000.00 USD). Bank of America, N.A. served as administrative agent, swing line lender, and an letter of credit issuer. Citibank N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., RBC, the Houston Branch of Scotiabank, Truist Bank, and Wells Fargo Bank, N.A. served as syndication agents. BofA Securities, Inc., Citibank N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, Morgan Stanley Senior Funding, RBC Capital Markets, the Houston Branch of Scotiabank, Truist Securities, Inc., and Wells Fargo Securities LLC served as joint lead arrangers and bookrunners. As of December 31, 2023, there were no borrowings under the RCF, although $3 million USD in outstanding letters of credit. On March 24, 2024, the 16-bank lending syndicate — still including BOC — entered into an amendment agreement with the borrower for the $3 billion USD syndicated RCF; in this amendment, the lenders extended the maturity period by one year — a new maturity period of six years — for a new final maturity date of March 24, 2029, in line with the first extension option.
Staff comments
1. The full loan agreement is accessible via https://www.dropbox.com/scl/fi/j2scgkr3xn8qow3kuawze/8-K-032923.pdf?rlkey=572m4zj43homkdq3bb9czio5z&st=v6k0x4oj&dl=0