Bank of China contributes to a $2 billion USD syndicated revolving credit facility in 2019 to NIKE for working capital, general corporate, and refinancing purposes

Project narrative

On November 1, 2011, a syndicate of 14 banks — including the Bank of China (BOC) — entered into a $1,000,000,000.00 USD syndicated revolving credit facility (RCF) agreement with NIKE, Inc. — an Oregon-incorporated American athletic footwear and apparel company headquartered near Beaverton, Oregon and listed on the New York Stock Exchange — for working capital, general corporate, and refinancing purposes. This RCF carried a maturity period of five years and a final maturity date of November 1, 2016, albeit with two one-year extension options that could take maturity to November 1, 2018. This RCF carried an interest rate based on LIBOR plus a margin depending on the borrower's long-term senior unsecured debt ratings (A+ and A1 from Standard and Poor’s Corporation and Moody’s Investor Services at signing, so the margin was 0.56%). The RCF featured an accordion feature to increase the borrowing limit to $1.5 billion USD. The proceeds were to be used by the borrower for working capital and general corporate purposes and to replace (refinance) an existing $1.0 billion USD RCF dated December 1, 2006, which was terminated concurrent with entry into the 2011 RCF. BOC committed $40,000,000.00 USD to the RCF. Record ID#106301 captures BOC's contribution. As of May 31, 2012, there were no amounts outstanding under the RCF. As of May 31, 2013, there were no amounts outstanding under the RCF. As of May 31, 2014, there were no amounts outstanding under the RCF. On September 17, 2013, the lending syndicate entered into an amendment agreement with the borrower for the $1 billion USD syndicated RCF; in the amendment, the lenders extended the maturity period of the RCF — for a new maturity period of six years — for a new final maturity date of November 1, 2017, in line with the first extension option. Record ID#106304 captures BOC's contribution to the extension. As of May 31, 2014, there were no amounts outstanding under the RCF. As of May 31, 2015, there were no amounts outstanding under the RCF. As of August 28, 2015, no amounts were outstanding under the RCF. Then, on August 28, 2015, a syndicate of 15 lenders — including the New York Branch of BOC — entered into a $2,000,000,000.00 USD syndicated RCF agreement with NIKE, Inc. for working capital, general corporate, and refinancing purposes. This RCF carried a maturity period of five years and a final maturity date of August 28, 2020, albeit with two one-year extension options that could take maturity to August 28, 2022. This RCF carried an interest rate based on LIBOR plus a margin depending on the borrower's long-term senior unsecured debt ratings (AA- and A1 from Standard and Poor’s Corporation and Moody’s Investor Services at signing, so the margin was 0.455%). The RCF featured an accordion feature to increase the borrowing limit to $2.75 billion USD. The proceeds were to be used by the borrower for working capital and general corporate purposes and to replace (refinance) the existing $1.0 billion USD RCF dated November 1, 2011, which was terminated concurrent with entry into the 2015 RCF. BOC committed $80,000,000.00 USD to the RCF. Record ID#106305 captures BOC's contribution. As of May 31, 2016, there were no amounts outstanding under the RCF. As of May 31, 2017, there were no amounts outstanding under the RCF. As of May 31, 2018, there were no amounts outstanding under the RCF. As of May 31, 2019, there were no amounts outstanding under the RCF. As of May 31, 2020, there were no amounts outstanding under the RCF. As of August 16, 2019, no amounts were outstanding under the RCF. Then, on August 16, 2019, a syndicate of 15 lenders — including the New York Branch of BOC — entered into a $2,000,000,000.00 USD syndicated RCF agreement with NIKE, Inc. for working capital, general corporate, and refinancing purposes. This RCF carried a maturity period of five years and a final maturity date of August 16, 2024, albeit with two one-year extension options that could take maturity to August 16, 2026. This RCF carried an interest rate based on LIBOR plus a margin depending on the borrower's long-term senior unsecured debt ratings (AA and A1 from Standard and Poor’s Corporation and Moody’s Investor Services at signing, so the margin was 0.46%). This RCF was available for drawdown in U.S. dollars and other currencies, and included a $535 million USD sub-limit for swingline loans in euros. The RCF included an uncommitted accordion option to increase the size of the facility by $1.0 billion USD. The proceeds were to be used by the borrower for working capital and general corporate purposes and to replace (refinance) the existing $2.0 billion USD RCF dated August 28, 2015 which was terminated concurrent with entry into the 2019 RCF. Record ID#106306 captures BOC's contribution. In addition to BOC, the following lenders committed the respective amounts to the loan syndicate: Bank of America, N.A., Citibank, N.A., the New York Branch of Deutsche Bank AG, HSBC Bank USA, N.A., JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Royal Bank of Canada (RBC), The Northern Trust Company, Wells Fargo Bank, National Association, the Dublin Branch of ING Bank N.V., Barclays Bank plc, Crédit Agricole Corporate and Investment Bank (CACIB), the New York Branch of Banco Santander, S.A., and Standard Chartered Bank. Bank of America served as administrative agent. Citibank served as syndication agent. Deutsche Bank Securities Inc., HSBC Bank USA, National Association, and JPMorgan Chase Bank, N.A. served as co-documentation agents. BofA Securities, Inc. and Citibank N.A. served as joint lead arrangers and joint bookrunners. As of May 31, 2020, there were no amounts outstanding under the RCF. As of May 31, 2021, there were no amounts outstanding under the RCF. Then, on March 11, 2022, a syndicate of lenders — unknown if including the New York Branch of BOC — entered into a $2,000,000,000.00 USD syndicated RCF agreement with NIKE, Inc. for working capital, general corporate, and refinancing purposes. This RCF carried a maturity period of five years and a final maturity date of March 11, 2027, albeit with two one-year extension options that could take maturity to March 11, 2029. This RCF carried an interest rate based on Term SOFR (SOFR plus 0.10%) and the selectable interest period plus a margin depending on the borrower's long-term senior unsecured debt ratings ranging from 0.345% to 0.680% (AA- and A1 from Standard and Poor’s Corporation and Moody’s Investor Services at signing, so the margin was 0.60%). This RCF was available for drawdown in U.S. dollars, Canadian dollars, euros, Japanese yen, and other freely convertible currencies. The proceeds were to be used by the borrower for working capital and general corporate purposes and to replace (refinance) the existing $2.0 billion USD RCF dated August 16, 2019 which was terminated concurrent with entry into the 2022 RCF. While the full loan agreement is available, instead of listing the full lender list, the RCF merely as "Other Lenders", so BOC's participation cannot be confirmed, though it is plausible.