ICBC (New York Branch) contributes to a $3.5 billion USD syndicated revolving credit facility to ViacomCBS for general corporate and refinancing purposes

Project narrative

On February 11, 2019, a syndicate of 18 lenders — including the New York Branch of the Industrial and Commercial Bank of China (ICBC) — entered into a $2,500,000,000 USD syndicated revolving credit facility (RCF) agreement with Viacom Inc. — a Delaware-incorporated American multinational media conglomerate with major film and televisions arms listed on the Nasdaq Stock Market and headquartered in New York City, New York — for general corporate and refinancing purposes. This RCF carried a maturity period of five years and a final maturity of February 11, 2024, albeit with two one-year extensions. This RCF carried an interest rate based on LIBOR plus a margin ranging from 1% to 1.625% (albeit with alternative interest rates for different currencies and alternative base rates available). The RCF included a $1.0 billion USD multi-currency borrowing option, with sub-limits of $500 million USD-equivalent in euros, $500 million USD-equivalent in British pound sterling, and $300 million USD-equivalent in Japanese yen. This RCF included a financial covenant for the borrower's total consolidated leverage to be less than 4.50x as of the last day of each fiscal quarter. The proceeds were to be used by the borrower for general corporate purposes and to support commercial paper outstanding, if any; it was an amendment and restatement (refinancing) of the borrower's existing RCF originally dated October 8, 2010 and amended thereafter that was due to mature November 18, 2019. Record ID#106327 captures ICBC's contribution. As of September 30, 2019, there were no amounts outstanding under the RCF. Then, on December 4, 2019, Viacom Inc. merged with and into American multinational media company CBS Corporation, with CBS as the surviving company, which was renamed ViacomCBS Inc. As such, Viacom Inc. was succeeded as borrower by ViacomCBS Inc.. On January 23, 2020, a syndicate of 21 lenders — including the New York Branch of ICBC — entered into a $3,500,000,000 USD syndicated RCF agreement with ViacomCBS Inc. for general corporate and refinancing purposes. This RCF carried a maturity period of five years and a final maturity of January 23, 2025, albeit with two one-year extensions. This RCF carried an interest rate determined at the time of each borrowing (and the currency of borrowing) and generally based on either the prime rate in the U.S. or LIBOR plus a margin based on the borrower's senior unsecured debt rating and dependent on the type and tenor of the loans entered. The RCF included a $1.0 billion USD multi-currency borrowing option, with sub-limits of $500 million USD-equivalent in euros, $500 million USD-equivalent in British pound sterling, and $300 million USD-equivalent in Japanese yen. The RCF included a commitment fee based on the average daily unused commitments. This RCF included a financial covenant for the borrower's total consolidated leverage to be less than 4.50x as of the last day of each fiscal quarter. The proceeds were to be used by the borrower for general corporate purposes and to support commercial paper outstanding, if any; it was an amendment and restatement (refinancing) of the borrower's existing RCF originally dated February 11, 2019 and concurrent with the entry of the new RCF, the borrower terminated an existing $2.5 billion USD RCF originally for CBS Corporation accrued on June 9, 2016. Record ID#106329 captures ICBC's contribution. In addition to ICBC, the following lenders contributed to the loan syndicate: JPMorgan Chase Bank, N.A., Citibank, N.A., Bank of America, N.A., Wells Fargo Bank, National Association, the New York Branch of Deutsche Bank AG, Goldman Sachs Bank USA, Mizuho Bank, Ltd., Morgan Stanley Bank, N.A., MUFG Bank, Ltd., BNP Paribas S.A., the Cayman Islands Branch of Credit Suisse AG, Royal Bank of Canada (RBC), U.S. Bank National Association, Société Générale S.A. (SocGen), Sumitomo Mitsui Banking Corporation (SMBC), the New York Branch of The Toronto-Dominion Bank, the New York Branch of Intesa Sanpaolo S.p.A., the Bank of New York Mellon, and The Northern Trust Company, and Truist Bank. JPMorgan Chase Bank served as administrative agent. Citibank, Bank of America, and Wells Fargo Bank served as syndication agents. Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, and Morgan Stanley MUFG Loan Partners served as documentation agents. As of December 31, 2020, there were no amounts outstanding under the RCF. On December 9, 2021, the lending syndicate — still including ICBC — entered into the first amendment agreement with ViacomCBS for the $3.5 billion USD RCF to allow it to incorporate or adopt a new interest rate should and when LIBOR be discontinued and to replace replace the LIBOR rate for loans denominated in euros, sterling and yen with EURIBOR, SONIA and TIBOR-based rates. As of December 31, 2021, there were no amounts outstanding under the RCF. On February 14, 2022, the lending syndicate — still including ICBC — entered into the second amendment agreement with ViacomCBS for the $3.5 billion USD RCF to modify the definition of the consolidated total leverage ratio in the amended credit agreement to allow unrestricted cash and cash equivalents to be netted against consolidated indebtedness through June 2024. As of December 31, 2022, there were no amounts outstanding under the RCF. On March 3, 2023, the lending syndicate — still including ICBC, but now only being 19 banks with the departure of Credit Suisse and Intesa Sanpaolo, though with RBC upgraded to a documentation agent — entered into the third amendment and extension agreement with Paramount Global (the new name for ViacomCBS) for the $3.5 billion USD RCF; in this amendment, the lenders extended the maturity period of the RCF by two years — for a new maturity period of seven years — to January 23, 2027 and to replace LIBOR for U.S. dollar borrowings with SOFR. The lenders also included a provision that a change of control of Paramount would result in an event of default and to temporarily increase the maximum consolidated total leverage ratio to 5.75x to September 30, 2024, and then decrease to 5.5x for December 31, 2024 and March 31, 2025, and then decrease by 0.25x until it reaches 4.5x in March 31, 2026 and extend the cap the allowance of unrestricted cash and cash equivalents to be netted against consolidated indebtedness to $1.50 billion USD for the fiscal quarters ending on or after September 30, 2024. Record ID#106330 captures ICBCs contribution to this debt rescheduling. As of December 31, 2023, there were no amounts outstanding under the RCF. On August 1, 2024, the lending syndicate — still including ICBC — entered into the fourth amendment agreement with the borrower for the $3.5 billion USD RCF in light of a proposed acquisition of Paramount Global by Skydance Media that would make Paramount Global a wholly-owned subsidiary of New Pluto Global, Inc. (New Paramount); the amendment changed the change of control provisions to reflect the structure of New Paramount and would include New Paramount as an additional borrower and parent guarantor under the RCF, as well as increase the cap on the amount of unrestricted cash and cash equivalents that can be netted against consolidated indebtedness, for purposes of the calculation of the consolidated total leverage ratio to $3.0 billion USD. However, this amendment would only become operative upon completion of the acquisition. The acquisition had not been completed as early December 2024.