Narrative
Full Description
Project narrative
On June 8, 2012, financial close was reached on a deal in which a syndicate of 27 banks — including Bank of China — entered into a $2.25 billion USD syndicated loan agreement with The Walt Disney Company, a Delaware-based multinational entertainment conglomerate engaged in film production, television broadcasting, theme parks, and merchandising. The maturity of the loan is five years, and the interest rate was based on LIBOR plus an applicable margin. The proceeds were used by the borrower for general corporate purposes. The agreement explicitly states that the loan was not to be used for acquiring control of another company if the target company's board of directors publicly opposed the acquisition. While Bank of China contributed to this loan (Record ID#106888), the following lenders also participated: JPMorgan Chase Bank, Citibank, BNP Paribas, Deutsche Bank, Bank of America, Credit Suisse, Goldman Sachs Lending Partners, HSBC Bank USA, Mizuho Corporate Bank, Morgan Stanley Bank, MUFG Bank, Royal Bank of Canada, The Royal Bank of Scotland, Wells Fargo, Lloyds TSB Bank, Sovereign Bank, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation, SunTrust Bank, U.S. Bank, DBS Bank, ING Capital, State Street Bank, Svenska Handelsbanken, Toronto Dominion, The Bank of New York Mellon, and The Northern Trust Company. On March 11, 2016, financial close was reached on a five-year syndicated loan agreement in which a syndicate of 33 banks—including Agricultural Bank of China Ltd., Bank of China, Industrial and Commercial Bank of China Ltd, and China Construction Bank Corporation—entered into a $2.25 billion USD looan agreement with The Walt Disney Company, a leading American multinational entertainment and media conglomerate headquartered in Burbank, California. The loan has a maturity of five years, with an interest rate based on the Eurocurrency Rate (LIBOR) plus an applicable margin. The proceeds from the loan were designated for general corporate purposes of The Walt Disney Company and its subsidiaries. While Bank of China (Record ID#106893), ICBC (Record ID#106894), Agricultural Bank of China Ltd. (Record ID#106895) , and China Construction Bank (Record ID#106896) contributed to this loan, the following lenders also participated: JPMorgan Chase Bank, N.A.; Citibank, N.A.; BNP Paribas; Deutsche Bank AG, New York Branch; Credit Suisse AG, Cayman Islands Branch; Goldman Sachs Bank USA; HSBC Bank USA, National Association; Mizuho Bank, Ltd.; Morgan Stanley Bank, N.A.; Royal Bank of Canada; Sumitomo Mitsui Banking Corporation; The Bank of Tokyo-Mitsubishi UFJ, Ltd.; Wells Fargo Bank, N.A.; U.S. Bank National Association; Standard Chartered Bank; ING Bank N.V., Dublin Branch; Intesa Sanpaolo S.p.A. - New York Branch; Lloyds Bank plc; Societe Generale; Toronto Dominion (Texas) LLC; State Street Bank and Trust Company; Svenska Handelsbanken AB (publ), New York Branch; The Bank of New York Mellon; Bayerische Landesbank, New York Branch; Westpac Banking Corporation; SunTrust Bank; and DBS Bank Ltd. On March 9, 2018, the parties entered into amendment where they included a guarantee from New Disney of the Company’s payment obligations effective upon the consummation of the Acquisition of 21st Century Fox and amend certain provisions, including representations, warranties, covenants and events of default to reflect the guarantee from New Disney and New Disney’s status as the parent of the Company and 21CF upon the consummation of the Acquisition. This amendment was to ensure the punctual payment to lenders after Disney acquired 21st Century Fox. On March 6, 2020, financial close was reached on a deal in which a syndicate of 29 banks—including Industrial and Commercial Bank of China (ICBC), Bank of China, and Agricultural Bank of China—entered into a $3 billion USD syndicated loan agreement with The Walt Disney Company, a Delaware-based multinational entertainment conglomerate engaged in film production, television broadcasting, theme parks, and merchandising. The maturity of the loan is five years, and the interest rate was based on Compounded SOFR plus an applicable margin. The use of proceeds was for general corporate purposes. While Bank of China (Record ID#106897), ICBC (Record ID#106898) and Agricultural Bank of China (Record ID#106899) contributed to this loan, the following lenders also participated: JPMorgan Chase Bank, Citibank, BNP Paribas, Deutsche Bank, Bank of America, Credit Suisse, Goldman Sachs Lending Partners, HSBC Bank USA, Mizuho Bank, Morgan Stanley Bank, MUFG Bank, Royal Bank of Canada, Societe Generale, Sumitomo Mitsui Banking Corporation, The Toronto-Dominion Bank, Truist Bank, U.S. Bank National Association, Wells Fargo Bank, Banco Santander, Standard Chartered Bank, Intesa Sanpaolo, Bayerische Landesbank, Commerzbank, Svenska Handelsbanken, and Westpac Banking Corporation. On March 4, 2022, the parties entered into First Amendment in which they replaced LIBOR with SOFR.
Staff comments
1. The entirety of the loan contract can be accessed at https://content.edgar-online.com/ExternalLink/EDGAR/0001744489-20-000066.html?hash=7b722489ea0d5e6c0a3f2eacdfdfab19f72d77929e3e81bdf20b1ee93a7a7240&dest=FY2020Q28KEX1025-YEARC_HTM#FY2020Q28KEX1025-YEARC_HTM. 2. The Walt Disney Company is an American multinational entertainment and media conglomerate headquartered in Burbank, California. Founded in 1923, it operates through various segments, including Disney Parks, Experiences and Products, Media Networks, Studio Entertainment, and Direct-to-Consumer & International. Disney is one of the world’s largest and most well-known entertainment companies, owning and operating theme parks, television networks, and film studios, including Marvel, Pixar, and Lucasfilm. 3. The loan utilized a floating interest rate based on LIBOR. AidData estimates the interest rate by adding the 6-month average LIBOR rate in June 2012 and an applicable margin based on credit ratings (A or 1%). 4. The individual contributions of the 29 lenders to this $3 billion USD syndicated loan are unknown. For the time being, AidData has estimated the contribution of Chinese banks by assuming that each lender contributed an equal amount of approximately $103,448,276 USD to the loan syndicate.