Narrative
Full Description
Project narrative
On November 2, 2018, a syndicate of 16 banks — including the New York Branch of the Industrial and Commercial Bank of China (ICBC) — entered into a $2,650,000,000 USD syndicated revolving credit facility (RCF) agreement with Colgate-Palmolive Company — a Delaware-incorporated American multinational consumer products company known for, among other things, its Colgate toothpaste brand and other personal care products headquartered in Manhattan, New York City, New York and listed on the New York Stock Exchange — for refinancing purposes. This RCF carried a maturity period of five years with a final maturity date of November 2, 2023 albeit with at least an one-year extension option at each lender's consent. This RCF carried a variable interest rate based on either a base rate (the highest of Citibank's base rate, 0.50% plus the Federal Funds Rate, or one-month LIBOR plus 1.00%) or LIBOR with a tenor or 1, 2, 3 or 6 months (at the borrower's discretion) plus a margin. For base rate loans, the margin was a rate per annum equal to the base rate. For LIBOR loans, the margin was based on the borrower's long-term senior unsecured rating published by Moody's and S&P's; it was LIBOR plus a credit default swap spread with a floor of 0.100% and a ceiling of 0.750% for a rating of or greater than Aa3 or AA- to a floor of 0.380% and a ceiling of 1.000% if lower than A1 or A+. This RCF carried a commitment fee on the average daily amount of the commitments based on the borrower's long-term senior unsecured rating published by Moody's and S&P's, ranging from 0.040% if greater than or equal to Aa2 or AA to 0.070% if less than A1 or A+. The RCF was able to up-sized to $2,900,000,000 USD at the borrower's request ($250,000,000 USD). The proceeds were to be used for unspecified purposes and to replace (refinance) an existing $1.5 billion USD RCF from 2011 and amended and restated in July 2015. ICBC contributed $75,000,000 USD to the loan syndicate. Record ID#106665 captures ICBC's contribution. In August 2019, the lending syndicate entered into an amendment agreement with the borrower for the $2.65 billion USD syndicated RCF; in the amendment, the lenders extended the maturity period of the $2.65 billion USD USD RCF — for a new maturity period of six years — for a new final maturity date in November 2024. Record ID#106666 captures ICBC's contribution to the extension. Then, on August 20, 2021, a syndicate of 15 banks — including the New York Branch of ICBC — entered into a $3,000,000,000 USD syndicated RCF agreement with Colgate-Palmolive Company for refinancing purposes. This RCF carried a maturity period of five years with a final maturity date of August 20, 2026 albeit with at least an one-year extension option at each lender's consent. This RCF was available for drawdown in U.S. dollars and euros. This RCF carried a variable interest rate based on either a base rate for U.S. dollar drawdowns (the highest of Citibank's base rate, 0.50% plus the Federal Funds Rate, or one-month LIBOR plus 1.00%), USD LIBOR for U.S. dollar drawdowns, or EURIBOR for euro drawdowns, the LIBOR and EURIBOR having a tenor or 1, 2, 3 or 6 months (at the borrower's discretion), plus a margin. For base rate loans, the margin was a rate per annum equal to the base rate. For LIBOR and EURIBOR loans, the margin was based on the borrower's long-term senior unsecured rating published by Moody's and S&P's, ranging from 0.460% if greater than or equal to Aa2 or AA to 0.805% if less than A1 or A+. This RCF carried a facility (commitment fee) on the average daily amount of the commitments based on the borrower's long-term senior unsecured rating published by Moody's and S&P's, ranging from 0.040% if greater than or equal to Aa2 or AA to 0.070% if less than A1 or A+. The RCF was able to up-sized to $3,500,000,000 USD at the borrower's request ($500,000,000 USD). The proceeds were to be used for unspecified purposes and to replace (refinance) an existing $2.65 billion USD RCF from 2018 and a 364-day credit agreement from August 2020. ICBC contributed $75,000,000 USD to the loan syndicate. Record ID#106667 captures ICBC's contribution. Then, on November 4, 2022, a syndicate of 15 banks — including the New York Branch of ICBC — entered into a $3,000,000,000 USD syndicated RCF agreement with Colgate-Palmolive Company for refinancing purposes. This RCF carried a maturity period of five years with a final maturity date of November 4, 2027 albeit with at least an one-year extension option at each lender's consent. This RCF was available for drawdown in U.S. dollars and euros. This RCF carried a variable interest rate based on either a base rate for U.S. dollar drawdowns (the highest of Citibank's base rate, 0.50% plus the Federal Funds Rate, or one-month Term SOFR plus 1.00%), Term SOFR (SOFR plus 0.10%) for U.S. dollar drawdowns, or EURIBOR for euro drawdowns, plus a margin. For base rate loans, the margin was a rate per annum equal to the base rate. For Term SOFR and EURIBOR loans, the margin was based on the borrower's long-term senior unsecured rating published by Moody's and S&P's, ranging from 0.460% if greater than or equal to Aa2 or AA to 0.805% if less than A1 or A+. This RCF carried a facility (commitment fee) on the average daily amount of the commitments based on the borrower's long-term senior unsecured rating published by Moody's and S&P's, ranging from 0.040% if greater than or equal to Aa2 or AA to 0.070% if less than A1 or A+. The RCF was able to up-sized to $3,500,000,000 USD at the borrower's request ($500,000,000 USD). The proceeds were to be used for unspecified purposes and as an amendment-and-restatement of the August 2021 $3 billion USD RCF, it replaced (refinanced) it. ICBC contributed $75,000,000 USD to the loan syndicate. Record ID#106668 captures ICBC's contribution. In addition to ICBC, the following lenders contributed the respective amounts to the loan syndicate: Citibank, N.A. ($420,000,000 USD), Bank of America, N.A. ($280,000,000 USD), BNP Paribas S.A. ($280,000,000 USD), HSBC Bank USA, National Association ($280,000,000 USD), JPMorgan Chase Bank, N.A. ($280,000,000 USD), U.S. Bank National Association ($280,000,000 USD), Wells Fargo Bank, National Association ($280,000,000 USD), the New York Branch of Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) ($150,000,000 USD), Barclays Bank PLC ($150,000,000 USD), Goldman Sachs Bank USA ($150,000,000 USD), Morgan Stanley Bank, N.A. ($150,000,000 USD), Australia and New Zealand Banking Group Limited (ANZ) ($75,000,000 USD), the Bank of Nova Scotia (Scotiabank) ($75,000,000 USD), and The Bank of New York Mellon ($75,000,000 USD). Citibank served as administrative agent and arranger. Bank of America, BNP Paribas, HSBC Bank USA, JPMorgan Chase Bank, U.S. Bank, and Wells Fargo Bank served as co-syndication agents. In November 2023, 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 $3 billion USD USD RCF — for a new maturity period of six years — for a new final maturity date in November 2028. Record ID#106669 captures ICBC's contribution to the extension.
Staff comments
1. The 2018 facility agreement can be accessed in its entirety via https://www.sec.gov/Archives/edgar/data/21665/000002166519000003/exhibit10-i12312018.htm 2. The 2021 facility agreement can be accessed in its entirety via https://www.sec.gov/Archives/edgar/data/21665/000002166521000027/exhibit10a_093021xq32021.htm 3. The 2022 facility agreement can be accessed in its entirety via https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/colgate-palmolive_credit.htm