ICBC contributes $40 million USD to a $1 billion USD syndicated revolving credit facility to United Parcel Service for refinancing and general corporate purposes

Project narrative

On April 14, 2011, a syndicate of 19 banks — including the New York Branch of the Industrial and Commercial Bank of China Limited (ICBC) — entered into a $1,000,000,000 USD syndicated revolving credit facility (RCF) agreement with United Parcel Service, Inc. (UPS) — a Delaware-incorporated American multinational shipping and receiving, courier, and supply chain management company listed on the New York Stock Exchange and headquartered in Sandy Springs, Georgia — for general corporate purposes. This RCF carried a maturity period of four years with all amounts outstanding due and payable on April 14, 2015 with at least one one-year extension option, albeit at each lender's discretion. This RCF was available for drawdown in U.S. dollars, British pound sterling, Swiss francs, Japanese yen, and euros. This loan carried a variable interest rate based on LIBOR with an interest period of one, two, three, or six months or nine or 12 months (subject to lender availability) or a base rate (the highest of Citibank's prime rate, 0.50% above the Federal Funds Rate, or one month LIBOR plus 1.00%) plus an applicable margin dependent on the borrower's public debt ratings from Standard & Poor’s Rating Service (S&P) and Moody’s Investors Service and then a percentage determined by quotations from Markit Group Ltd. for the borrower's credit default swap spread, interpolated for a period from the date of determination of such credit default swap spread in connection with a new interest period until the latest maturity date, with minimum applicable margin rates ranging from 0.250% to 0.500% and the maximum applicable margin rates ranging from 1.000% to 1.500%, while for the base rate the margin was 1.00% below the applicable margin for LIBOR advances (but not less than 0.00%). At the time of the borrowing, the borrower's long-term credit ratings were Aa3 and AA- from Moody’s and Standard & Poor’s so the minimum rate was 0.250% and the maximum rate was 1.00%. The RCF included a fee payable quarterly in arrears on unused commitment amounts based on the borrower's debt ratings from S&P and Moody’s, ranging from 0.06% per annum if the rating was AA- / Aa3 or greater to 0.15% per annum if the rating was less than A / A2 (since the borrower's long-term credit ratings were Aa3 and AA- from Moody’s and Standard & Poor’s at signing, the commitment fee was 0.06%). The borrower had the option to request an increase the total commitments of the lenders (at each lender's discretion) up to three times, so long as the RCF did not exceed $1.5 billion USD. The borrower also had the option to permanently reduce the aggregate commitment of the RCF. The proceeds were to be used by the borrower for general corporate purposes, including commercial paper backstop, and to replace (refinance) a $1.0 billion five-year RCF dated April 19, 2007; the entry of the 2011 RCF required that all outstanding amounts under the 2007 RCF were repaid and that the agreement was terminated. ICBC contributed $40,000,000 USD to the RCF. Record ID#107019 captures ICBC's contribution. In addition to ICBC, the following lenders contributed to the loan syndicate: Bank of America, N.A. ($50,000,000 USD), The Bank of New York Mellon ($40,000,000 USD), the New York Branch of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU) ($40,000,000 USD), Barclays Bank PLC ($70,000,000 USD), BNP Paribas ($70,000,000 USD), Citibank, N.A. ($100,000,000 USD), Fifth Third Bank ($50,000,000 USD), Goldman Sachs Bank USA ($50,000,000 USD), HSBC Bank USA, National Association ($40,000,000 USD), the Dublin Branch of ING Bank N.V. ($40,000,000 USD), JPMorgan Chase Bank, N.A. ($100,000,000 USD), Mizuho Corporate Bank (USA) ($40,000,000 USD), Morgan Stanley Bank, N.A. ($50,000,000 USD), The Royal Bank of Scotland plc (RBS) ($50,000,000 USD), Société Generale S.A. (SocGen) ($40,000,000 USD), Standard Chartered Bank ($40,000,000 USD), UBS Loan Finance LLC ($50,000,000 USD), and Wells Fargo Bank, National Association ($40,000,000 USD). Citibank served as administrative agent. Citigroup Global Markets Inc. and J.P. Morgan Securities LLC served as joint lead arrangers and joint bookrunners. Barclays Capital and BNP Paribas Securities Corp. served as co-lead arrangers. J.P. Morgan Securities LLC served as syndication agent. Barclays Bank and BNP Paribas served as co-documentation agents. As of December 31, 2011, there were no amounts outstanding under the RCF. On April 12, 2012, a syndicate of 20 banks — including the New York Branch of ICBC — entered into a $1,000,000,000 USD syndicated RCF agreement with UPS for refinancing and general corporate purposes. This RCF carried a maturity period of five years and a final maturity date of April 12, 2017 with at least one one-year extension option, albeit at each lender's discretion. This RCF was available for drawdown in U.S. dollars, British pound sterling, Swiss francs, Japanese yen, and euros. The RCF carried an interest rate based LIBOR for the applicable interest period and currency denomination or a base rate (the highest of Citibank's prime rate, 0.50% above the Federal Funds Rate, or one month LIBOR plus 1.00%) plus an applicable margin dependent on the borrower's public debt ratings from Standard & Poor’s Rating Service (S&P) and Moody’s Investors Service and then a percentage determined by quotations from Markit Group Ltd. for the borrower's credit default swap spread, interpolated for a period from the date of determination of such credit default swap spread in connection with a new interest period until the latest maturity date, with minimum applicable margin rates ranging from 0.100% to 0.375% and the maximum applicable margin rates ranging from 0.750% to 1.250%, while for the base rate the margin was 1.00% below the applicable margin for LIBOR advances (but not less than 0.00%). At the time of the borrowing, the borrower's long-term credit ratings were Aa3 and AA- from Moody’s and Standard & Poor’s so the minimum rate was 0.100% and the maximum rate was 0.750%. The RCF included a fee payable quarterly in arrears on unused commitment amounts based on the borrower's debt ratings from S&P and Moody’s, ranging from 0.045% per annum if the rating was AA- / Aa3 or greater to 0.1% per annum if the rating was less than A / A2 (since the borrower's long-term credit ratings were AA- / Aa3 from Moody’s and Standard & Poor’s at signing, the commitment fee was 0.045% since it was at least A+ / A1). The proceeds were to be used by the borrower for general corporate purposes and working capital purposes and to replace (refinance) the April 14, 2011 RCF, which had all outstanding amounts repaid and that the RCF was terminated. ICBC contributed $35,000,000 USD to the RCF. Record ID#107022 captures ICBC's contribution. As of December 31, 2012, there were no amounts outstanding under the RCF. On March 29, 2013, a syndicate of 20 banks — including the New York Branch of ICBC — entered into a $1,000,000,000 USD syndicated RCF agreement with UPS for refinancing and general corporate purposes. This RCF was an amendment-and-restatement of the April 12, 2012 RCF. This RCF carried a maturity period of five years and a final maturity date of March 29, 2018 with at least one one-year extension option, albeit at each lender's discretion. This RCF was available for drawdown in U.S. dollars, British pound sterling, Swiss francs, Japanese yen, and euros. The RCF carried an interest rate based LIBOR for the applicable interest period and currency denomination or a base rate (the highest of JPMorgan Chase BAnk's prime rate, 0.50% above the Federal Funds Rate, or one month LIBOR plus 1.00%) plus an applicable margin dependent on the borrower's public debt ratings from Standard & Poor’s Rating Service (S&P) and Moody’s Investors Service and then a percentage determined by quotations from Markit Group Ltd. for the borrower's credit default swap spread, interpolated for a period from the date of determination of such credit default swap spread in connection with a new interest period until the latest maturity date, with minimum applicable margin rates ranging from 0.100% to 0.375% and the maximum applicable margin rates ranging from 0.750% to 1.250%, while for the base rate the margin was 1.00% below the applicable margin for LIBOR advances (but not less than 0.00%). At the time of the borrowing, the borrower's long-term credit ratings were Aa3 and A+ from Moody’s and Standard & Poor’s so the minimum rate was 0.250% and the maximum rate was 1.00%. The RCF included a fee payable quarterly in arrears on unused commitment amounts based on the borrower's debt ratings from S&P and Moody’s, ranging from 0.045% per annum if the rating was AA- / Aa3 or greater to 0.1% per annum if the rating was less than A / A2 (since the borrower's long-term credit ratings were Aa3 and A+ from Moody’s and Standard & Poor’s at signing, the commitment fee was 0.06% since it was at least A+ / A1). The proceeds were to be used by the borrower for general corporate purposes and working capital purposes and to replace (refinance) the April 12, 2012 RCF, which had all outstanding amounts repaid and that the RCF was terminated. ICBC contributed $35,000,000 USD to the RCF. Record ID#107023 captures ICBC's contribution. As of March 31, 2013, there were no amounts outstanding under the RCF. As of December 31, 2013, there were no amounts outstanding under the RCF. On March 28, 2014, a syndicate of banks — not including ICBC — entered into a $1 billion USD syndicated RCF agreement with UPS for refinancing and general corporate purposes. This RCF was an amendment-and-restatement of the March 28, 2013 RCF, which had all outstanding amounts repaid and then was terminated by the borrower.