Bank of China (New York Branch) contributes to debt rescheduling — via a one-year maturity extension in 2023 — of a $8 billion USD syndicated revolving credit facility to MasterCard for refinancing and general corporate purposes

Project narrative

On November 16, 2012, a syndicate of 24 banks — including the New York Branch of the Bank of China (BOC) — entered into a $3,000,000,000 USD syndicated revolving credit facility (RCF) agreement with MasterCard Incorporated — a Delaware-incorporated American multinational credit and debit card company headquartered in Purchase, New York and listed on the New York Stock Exchange — for refinancing and general corporate purposes. This unsecured RCF carried a maturity period of five years with two one-year extension options at each lender's consent and a final maturity date of November 16, 2017 and a variable interest rate based on LIBOR or an alternative base rate (that would be the highest of Citibank N.A.'s base rate, one-month LIBOR plus 1.00%, or the Federal Funds Rate plus 0.50%) plus a margin dependent on the borrower's long-term debt rating from Moody’s or S&P ranging from 0.69% for LIBOR and 0.0% for base rate if the rating was greater than or equal to A+ or A1 to 1.20% for LIBOR and 0.20% for base rate if the rating was less than BBB+ or Baa1. The facility fee was dependent on the borrower's debt rating, ranging from 0.06% if the rating was greater than or equal to A+ or A1 to 0.175% if the rating was less than BBB+ or Baa1. The borrower's debt rating at signing was A- / A3, so the margin was 0.90% for LIBOR and 0.0% for base rate and the facility fee was 0.10%. This RCF carried a $1,400,000,000 USD swing line sublimit. This RCF carried a financial covenant which requiring the borrower to maintain a maximum consolidated leverage ratio of not greater than 3.50 to 1.00 and restrictive covenants limiting the borrower's ability to create liens, cause fundamental changes to itself and its subsidiaries, dispose of assets outside of the ordinary course of business, engage in transactions with affiliates, or enter into new lines of business which would change its primary business. The proceeds were to be used by the borrower to replace (refinance) an existing $2,750,000,000 USD credit agreement dated November 22, 2010 and for general corporate purposes. Record ID#106562 captures BOC's contribution. As of December 31, 2012, there were no borrowings under the RCF. On November 16, 2013, the lending syndicate entered into an amendment agreement with the borrower for the $3 billion USD syndicated RCF; in the amendment, the lenders extended the maturity period of the $2.95 billion USD of the $3 billion USD RCF — for a new maturity period of six years — for a new final maturity date of November 15, 2018, in line with the first extension option. The remaining $50 million USD would decrease at original maturity. Furthermore, as the borrower's debt rating improved to A / A2, the interest margin fell to 0.795% and the facility fee dropped to 0.08%. Record ID#106563 captures BOC's contribution to the extension. As of December 31, 2013, there were no borrowings under the RCF. On November 16, 2014, the lending syndicate entered into an amendment agreement with the borrower for the $3 billion USD syndicated RCF; in the amendment, the lenders extended the maturity period of the $2.95 billion USD of the $3 billion USD RCF — for a new maturity period of seven years — for a new final maturity date of November 14, 2019, in line with the second extension option. The remaining $50 million USD would decrease at original maturity. Record ID#106564 captures BOC's contribution to the extension. As of December 31, 2014, there were no borrowings under the RCF. Then, on October 21, 2015, a syndicate of 22 banks — including the New York Branch of BOC and the New York Branch of the Industrial and Commercial Bank of China Limited (ICBC) — entered into a $3,750,000,000 USD syndicated RCF agreement with MasterCard Incorporated for refinancing and general corporate purposes. This unsecured RCF was available for drawdown in U.S. dollars and euros and carried a maturity period of five years with two one-year extension options at each lender's consent and a final maturity date of October 21, 2020 and a variable interest rate based on LIBOR or an alternative base rate (that would be the highest of Citibank N.A.'s base rate, one-month LIBOR plus 1.00%, or the New York Fed Bank Rate plus 0.50%) plus a margin dependent on the borrower's long-term debt rating from Moody’s or S&P ranging from 0.575% for LIBOR and 0.0% for base rate if the rating was greater than or equal to AA- or Aa3 to 1.00% for LIBOR and 0.0% for base rate if the rating was less than A- or A3. The facility fee was dependent on the borrower's debt rating, ranging from 0.05% if the rating was greater than or equal to AA- or Aa3 to 0.125% if the rating was less than A- or A3. The borrower's debt rating at signing was A / A2, so the margin was 0.795% for LIBOR and 0.0% for base rate and the facility fee was 0.08%. This RCF carried a $1,400,000,000 USD swing line sublimit. This RCF carried a financial covenant which requiring the borrower to maintain a maximum consolidated leverage ratio of not greater than 3.50 to 1.00 and restrictive covenants limiting the borrower's ability to create liens, cause fundamental changes to itself and its subsidiaries such as a merger or sale of the assets of the borrower, dispose of assets outside of the ordinary course of business, engage in transactions with affiliates on unfair terms, or enter into new lines of business which would change its primary business. This RCF was an amendment and restatement of the November 16, 2012 RCF. The proceeds were to be used by the borrower to replace (refinance) the existing $3 billion USD RCF dated November 16, 2012 and for general corporate purposes. Record ID#106565 captures BOC's contribution. Record ID#106566 captures ICBC's contribution. As of December 31, 2015, there were no borrowings under the RCF. In October 2016, the lending syndicate entered into an amendment agreement with the borrower for the $3.75 billion USD syndicated RCF; in the amendment, the lenders extended the maturity period of the $3.75 billion USD RCF — for a new maturity period of six years — for a new final maturity date in October 2021, in line with the first extension option. Record ID#106567 captures BOC's contribution to the extension. Record ID#106568 captures ICBC's contribution to the extension. As of December 31, 2016, there were no borrowings under the RCF. In October 2017, the lending syndicate entered into an amendment agreement with the borrower for the $3.75 billion USD syndicated RCF; in the amendment, the lenders extended the maturity period of the $3.75 billion USD RCF — for a new maturity period of seven years — for a new final maturity date in October 19, 2022, in line with the second extension option. Record ID#106569 captures BOC's contribution to the extension. Record ID#106570 captures ICBC's contribution to the extension. As of December 31, 2017, there were no borrowings under the RCF. Then, on November 15, 2018, a syndicate of 23 banks — including the New York Branch of BOC and the New York Branch of ICBC — entered into a $4,500,000,000 USD syndicated RCF agreement with MasterCard Incorporated for refinancing and general corporate purposes. This unsecured RCF was available for drawdown in U.S. dollars and euros and carried a maturity period of five years with two one-year extension options at each lender's consent and a final maturity date of November 15, 2023 and a variable interest rate based on LIBOR or an alternative base rate (that would be the highest of Citibank N.A.'s base rate, one-month LIBOR plus 1.00%, or the New York Fed Bank Rate plus 0.50%) plus a margin dependent on the borrower's long-term debt rating from Moody’s or S&P ranging from 0.575% for LIBOR and 0.0% for base rate if the rating was greater than or equal to AA- or Aa3 to 1.00% for LIBOR and 0.0% for base rate if the rating was less than A- or A3. The facility fee was dependent on the borrower's debt rating, ranging from 0.05% if the rating was greater than or equal to AA- or Aa3 to 0.125% if the rating was less than A- or A3. This RCF carried a $2,000,000,000 USD swing line sublimit. This RCF carried a financial covenant which requiring the borrower to limiting its maximum consolidated leverage ratio. This RCF was an amendment and restatement of the October 21, 2015 RCF. The proceeds were to be used by the borrower to replace (refinance) the existing $3.75 billion USD RCF dated October 21, 2015 and for general corporate purposes. Record ID#106571 captures BOC's contribution. Record ID#106572 captures ICBC's contribution. As of December 31, 2018, there were no borrowings under the RCF. On June 5, 2019, the lending syndicate entered into an amendment agreement with the borrower for the $4.5 billion USD RCF, modifying the financial covenant of the RCF. Then, on November 14, 2019, a syndicate of 23 banks — including the New York Branch of BOC and the New York Branch of ICBC — entered into a $6,000,000,000 USD syndicated RCF agreement with MasterCard Incorporated for refinancing and general corporate purposes. This unsecured RCF was available for drawdown in U.S. dollars and euros and carried a maturity period of five years with two one-year extension options at each lender's consent and a final maturity date of November 14, 2024 and a variable interest rate based on LIBOR or an alternative base rate (that would be the highest of Citibank N.A.'s base rate, one-month LIBOR plus 1.00%, or the New York Fed Bank Rate plus 0.50%) plus a margin dependent on the borrower's long-term debt rating from Moody’s or S&P ranging from 0.575% for LIBOR and 0.0% for base rate if the rating was greater than or equal to AA- or Aa3 to 1.00% for LIBOR and 0.0% for base rate if the rating was less than A- or A3. The facility fee was dependent on the borrower's debt rating, ranging from 0.05% if the rating was greater than or equal to AA- or Aa3 to 0.125% if the rating was less than A- or A3. This RCF carried a $2,000,000,000 USD swing line sublimit. This RCF carried restrictive covenants limiting the borrower's ability to create liens, cause fundamental changes to itself and its subsidiaries such as a merger or sale of the assets of the borrower, dispose of assets outside of the ordinary course of business, or engage in transactions with affiliates on unfair terms. This RCF was an amendment and restatement of the November 15, 2018 RCF. The proceeds were to be used by the borrower to replace (refinance) the existing $4 billion USD RCF dated November 15, 2018 and for general corporate purposes. Record ID#106573 captures BOC's contribution. Record ID#106574 captures ICBC's contribution. As of December 31, 2019, there were no borrowings under the RCF. On November 14, 2020, the lending syndicate entered into an amendment agreement with the borrower for the $6 billion USD syndicated RCF; in the amendment, the lenders extended the maturity period of the $6 billion USD RCF — for a new maturity period of six years — for a new final maturity date of November 13, 2025, in line with the first extension option. Record ID#106575 captures BOC's contribution to the extension. Record ID#106576 captures ICBC's contribution to the extension. As of December 31, 2020, there were no borrowings under the RCF. On November 13, 2021, the lending syndicate entered into an amendment agreement with the borrower for the $6 billion USD syndicated RCF; in the amendment, the lenders extended the maturity period of the $6 billion USD RCF — for a new maturity period of seven years — for a new final maturity date of November 12, 2026, in line with the second extension option. Record ID#106577 captures BOC's contribution to the extension. Record ID#106578 captures ICBC's contribution to the extension. As of December 31, 2021, there were no borrowings under the RCF. Then, on November 10, 2022, a syndicate of 24 banks — including the New York Branch of BOC and the New York Branch of ICBC — entered into a $8,000,000,000 USD syndicated RCF agreement with MasterCard Incorporated for refinancing and general corporate purposes. This unsecured RCF was available for drawdown in U.S. dollars and euros and carried a maturity period of five years with two one-year extension options at each lender's consent and a final maturity date of November 10, 2027 and a variable interest rate based on Term SOFR (SOFR plus 0.10%) or an alternative base rate (that would be the highest of Citibank N.A.'s base rate, Adjusted Term SOFR plus 1.00%, or the New York Fed Bank Rate plus 0.50%) plus a margin dependent on the borrower's long-term debt rating from Moody’s or S&P ranging from 0.585% for SOFR and 0.0% for base rate if the rating was greater than or equal to AA- or Aa3 to 1.035% for SOFR and 0.035% for base rate if the rating was less than A- or A3. The facility fee was dependent on the borrower's debt rating, ranging from 0.04% if the rating was greater than or equal to AA- or Aa3 to 0.09% if the rating was less than A- or A3. This RCF carried a $2,250,000,000 USD swing line sublimit. The borrower had the right to designate one or more of its subsidiaries as borrowers, subject to an unconditional guarantee provided by MasterCard. This RCF carried restrictive covenants limiting the borrower's ability to create liens, cause fundamental changes to itself and its subsidiaries such as a merger or sale of the assets of the borrower, dispose of assets outside of the ordinary course of business, or engage in transactions with affiliates on unfair terms. This RCF was an amendment and restatement of the November 14, 2019 RCF. The proceeds were to be used by the borrower to replace (refinance) the existing $6 billion USD RCF dated November 14, 2019 and for general corporate purposes. Record ID#106579 captures BOC's contribution. Record ID#106580 captures ICBC's contribution. In addition to BOC and ICBC, the following lenders contributed to the loan syndicate: Citibank, N.A., JPMorgan Chase Bank, N.A., the New York Branch of Deutsche Bank AG, U.S. Bank, National Association, Bank of America, N.A., Wells Fargo Bank, N.A., Lloyds Bank Corporate Markets plc, Barclays Bank Plc, the New York Branch of Commerzbank AG, Crédit Agricole Corporate and Investment Bank (CACIB), Goldman Sachs Bank USA, HSBC Bank USA, N.A., Mizuho Bank, Ltd., Morgan Stanley Bank, N.A., MUFG Bank, Ltd., National Westminster Bank Plc (NatWest), PNC Bank, National Association, Santander Bank, N.A., Société Générale S.A. (SocGen), Bank of Montreal, Citizens Bank, N.A., Commonwealth Bank of Australia (CBA), and Standard Chartered Bank plc. Citibank served as managing administrative agent. JPMorgan Chase Bank served as administrative agent. Citibank and JPMorgan Chase Bank served joint lead arrangers, joint book managers, and global coordinators. The NY Branch of BOC, Deutsche Bank Securities Inc., U.S. Bank, National Association, and Lloyds Bank Corporate Markets served as joint lead arrangers, joint book managers, and syndication agents. The NY Branch of BOC served as regional coordinator (Asia). Deutsche Bank Securities and Lloyds Bank Corporate Markets served as joint regional coordinators (Europe). U.S. Bank served as regional coordinator (North America). BofA Securities Inc. and Wells Fargo Securities LLC served as joint lead arrangers, joint book managers, and regional coordinators (Americas). Bank of America and Wells Fargo Bank served as syndication agents. Barclays Bank, the New York Branch of Commerzbank Ag, CACIB, Goldman Sachs Bank USA, HSBC Bank USA, the NY Branch of ICBC, Mizuho Bank, Morgan Stanley Senior Funding, Inc., MUFG Bank, NatWest, PNC Bank, Santander Bank, and SocGen served as joint lead arrangers, joint book managers, and documentation agents. BOC NY Branch, Citibank, JPMorgan Chase Bank, the New York Branch of Deutsche Bank, U.S. Bank, Bank of America, Goldman Sachs Bank USA, Lloyds Bank Corporate Markets, and Wells Fargo Bank served as swing line lenders. As of December 31, 2022, there were no borrowings under the RCF. In November 2023, the lending syndicate entered into an amendment agreement with the borrower for the $8 billion USD syndicated RCF; in the amendment, the lenders extended the maturity period of the $8 billion USD RCF — for a new maturity period of six years — for a new final maturity date of November 8, 2028, in line with the first extension option. Record ID#106581 captures BOC's contribution to the extension. Record ID#106582 captures ICBC's contribution to the extension. As of December 31, 2023, there were no borrowings under the RCF.