ICBC contributes $74 million USD to a $1.5 billion USD syndicated loan in 2017 to Invesco Finance for working capital, capital expenditures, general corporate, and refinancing purposes

Project narrative

On August 11, 2017, a syndicate of 15 banks — including the New York Branch of the Industrial and Commercial Bank of China (ICBC) — entered into a $1,500,000,000.00 USD syndicated credit facility agreement with Invesco Finance PLC — an England and Wales-incorporated wholly-owned indirect subsidiary of Invesco Ltd., a Bermuda-incorporated American independent investment management company headquartered in Atlanta, Georgia listed on the New York Stock Exchange — for working capital, capital expenditures, general corporate, and refinancing purposes. This facility carried a maturity period of five years and a final maturity date of August 11, 2022 and a variable interest rate based on LIBOR or a base rate (the highest of Bank of America's prime rate, the Federal Funds rate plus 0.50%, or one-month LIBOR plus 1.00%) plus an applicable margin dependent on the credit ratings of Invesco Ltd. or Invesco Finance PLC (the highest of the two), ranging from 0.750% if the rating was greater than or equal to AA-/Aa3 to 1.500% if less than or equal to BBB/Baa2 for LIBOR (for base rate borrowings, the margin was the same margin minus 1.00%, with a floor of 0%). At the time of signing, the rating was A/A2, so the margin for LIBOR loans was 1.00% and for base rates it was 0.00%. The facility contained a facility fee (commitment fee) on the aggregate commitments of the lenders, used or unused, at a rate per annum based on the higher of the available credit ratings of Invesco or Invesco Finance, ranging from 0.080% if greater than or equal to AA-/Aa3 to 0.225% if less than or equal to BBB/Baa2. At the time of signing, the rating was A/A2, so the fee was 0.125%. The facility included a $50 million USD sublimit for the issuance of standby letters of credit and a $100 million USD sublimit for swingline loans. Invesco Ltd. issued a guarantee for all of the obligations of the borrower under the facility. The loan carried the following financial covenants: the quarterly maintenance of a debt-to-earnings before interest, taxes, depreciation and amortization (EBITDA) leverage ratio of not greater than 3.25:1.00 and a coverage ratio (EBITDA/interest payable for the four consecutive fiscal quarters) of not less than 4.00:1.00. The loan had customary restrictive covenants on the borrower and its subsidiaries, including prohibitions on creating, incurring, or assuming any liens; entering into merger arrangements; selling, leasing, transferring, or otherwise disposing of assets; making a material change in the nature of the business; making a significant accounting policy change in certain situations; entering into transactions with affiliates; and incurring indebtedness through the subsidiaries. The proceeds were to be used by the borrower for working capital, capital expenditures, and general corporate purposes; this was the fourth amended and restated credit agreement, replacing (refinancing) the $1.5 billion USD third amended and restated credit agreement dated August 7, 2015. ICBC committed $74,000,000.00 USD to the loan syndicate. Record ID#107139 captures ICBC's commitment. In addition to ICBC, the following lenders contributed the respective amounts to the loan syndicate: Bank of America, N.A. ($125,000,000.00 USD), Citibank, N.A. ($125,000,000.00 USD), The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU) ($106,000,000.00 USD), the New York Branch of Canadian Imperial Bank of Commerce (CIBC) ($106,000,000.00 USD), Goldman Sachs Bank USA ($106,000,000.00 USD), HSBC Bank USA, National Association ($106,000,000.00 USD), JPMorgan Chase Bank, N.A. ($106,000,000.00 USD), Morgan Stanley Bank, N.A. ($106,000,000.00 USD), The Bank of New York Mellon ($106,000,000.00 USD), the New York Branch of The Toronto-Dominion Bank (TD Bank) ($106,000,000.00 USD), Wells Fargo Bank, National Association ($106,000,000.00 USD), Barclays Bank PLC ($74,000,000.00 USD), the Cayman Islands Branch of Credit Suisse AG ($74,000,000.00 USD), and State Street Bank and Trust Company ($74,000,000.00 USD). Bank of America served as administrative agent, swing line lender, and letter of credit issuer. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. served as joint lead arrangers and bookrunners. Citibank N.A. served as syndication agent and letter of credit issuer. The Bank of New York Mellon, HSBC Bank USA, Toronto Dominion (New York) LLC, Morgan Stanley Senior Funding, Inc., JPMorgan Chase Bank, Wells Fargo Bank, N.A., CIBC, BTMU, and Goldman Sachs Bank USA served as co-documentation agents. As of December 31, 2017, the outstanding balance on facility was zero. As of December 31, 2017, the outstanding balance on facility was $330.8 million USD. As of December 31, 2019, the outstanding balance on facility was zero. As of December 31, 2020, the outstanding balance on facility was zero. On April 26, 2021, a syndicate of 15 banks — including the New York Branch of ICBC — entered into a $1,500,000,000 USD syndicated credit facility agreement with Invesco Finance PLC for working capital, capital expenditures, general corporate, and refinancing purposes. This facility carried a maturity period of five years and a final maturity date of April 26, 2026 and a variable interest rate based on LIBOR for specified interest periods or a base rate (the highest of Bank of America's prime rate, the Federal Funds rate plus 0.50%, or one-month LIBOR plus 1.00%) plus an applicable margin dependent on the credit ratings of Invesco Ltd. or Invesco Finance PLC (the highest of the two), ranging from 0.750% if the rating was greater than or equal to AA-/Aa3/AA- to 1.500% if less than or equal to BBB/Baa2/BBB for LIBOR (for base rate borrowings, the margin was the same margin minus 1.00%, with a floor of 0%). At the time of signing, the rating was A-/A3/A-, so the margin for LIBOR loans was 1.125% and for base rates it was 0.125%. The facility contained a facility fee (commitment fee) on the aggregate commitments of the lenders, used or unused, at a rate per annum based on the higher of the available credit ratings of Invesco or Invesco Finance, ranging from 0.060% if greater than or equal to AA-/Aa3/AA- to 0.200% if less than or equal to BBB/Baa2/BBB. At the time of signing, the rating was A-/A3/A-, so the fee was 0.125%. The facility included a $50 million USD sublimit for the issuance of standby letters of credit and a $100 million USD sublimit for swingline loans. All advances were denominated in U.S. dollars though letters of credit issued could denominated in U.S. dollars or British pound sterling. Invesco Ltd. issued a guarantee for all of the obligations of the borrower under the facility. The loan carried the following financial covenants: the quarterly maintenance of a debt-to-earnings before interest, taxes, depreciation and amortization (EBITDA) leverage ratio of not greater than 3.25:1.00 and a coverage ratio (EBITDA/interest payable for the four consecutive fiscal quarters) of not less than 4.00:1.00. The loan had customary restrictive covenants on the borrower and its subsidiaries, including prohibitions on creating, incurring, or assuming any liens; entering into merger arrangements; selling, leasing, transferring, or otherwise disposing of assets; making a material change in the nature of the business; making a significant accounting policy change in certain situations; entering into transactions with affiliates; and incurring indebtedness through the subsidiaries. The proceeds were to be used by the borrower for working capital, capital expenditures, and general corporate purposes; this was the fifth amended and restated credit agreement, replacing (refinancing) the $1.5 billion USD fourth amended and restated credit agreement dated August 11, 2017. Record ID#107147 captures ICBC's commitment. As of December 31, 2021, the outstanding balance on facility was zero. As of December 31, 2022, the outstanding balance on facility was zero. On April 26, 2023, a syndicate of 15 banks — including the New York Branch of ICBC — entered into a $2,000,000,000 USD syndicated credit facility agreement with Invesco Finance PLC for working capital, capital expenditures, general corporate, and refinancing purposes. This facility carried a maturity period of five years and a final maturity date of April 26, 2028 and a variable interest rate based on Term SOFR (SOFR plus 0.10%) for specified interest periods or a base rate (the highest of Bank of America's prime rate, the Federal Funds rate plus 0.50%, or one-month Term SOFR plus 1.00%) plus an applicable margin dependent on the credit ratings of Invesco Ltd. or Invesco Finance PLC (the highest of the two), ranging from 0.750% if the rating was greater than or equal to AA-/Aa3/AA- to 1.500% if less than or equal to BBB/Baa2/BBB for Term SOFR (for base rate borrowings, the margin was the same margin minus 1.00%, with a floor of 0%). At the time of signing, the rating was A-/A3/A-, so the margin for Term SOFR loans was 1.125% (1.225% when including the Term SOFR adjustment) and for base rates it was 0.125%. The facility contained a facility fee (commitment fee) on the aggregate commitments of the lenders, used or unused, at a rate per annum based on the higher of the available credit ratings of Invesco or Invesco Finance, ranging from 0.060% if greater than or equal to AA-/Aa3/AA- to 0.200% if less than or equal to BBB/Baa2/BBB. At the time of signing, the rating was A-/A3/A-, so the fee was 0.125%. The facility included a $50 million USD sublimit for the issuance of standby letters of credit and a $100 million USD sublimit for swingline loans. Invesco Ltd. issued a guarantee for all of the obligations of the borrower under the facility. The loan carried the following financial covenants: the quarterly maintenance of a debt-to-earnings before interest, taxes, depreciation and amortization (EBITDA) leverage ratio of not greater than 3.25:1.00 and a coverage ratio (covenant adjusted EBITDA for the four consecutive fiscal quarters) of not less than 4.00:1.00. The loan had customary restrictive covenants on the borrower and its subsidiaries, including prohibitions on creating, incurring, or assuming any liens; entering into merger arrangements; selling, leasing, transferring, or otherwise disposing of assets; making a material change in the nature of the business; making a significant accounting policy change in certain situations; entering into transactions with affiliates; and incurring indebtedness through the subsidiaries. The proceeds were to be used by the borrower for working capital, capital expenditures, and general corporate purposes; this was the sixth amended and restated credit agreement, replacing (refinancing) the $1.5 billion USD fifth amended and restated credit agreement dated April 26, 2021. Record ID#107148 captures ICBC's commitment. As of December 31, 2023, the outstanding balance on facility was zero.