ICBC contributes $46.875 million USD to the $1.5 billion USD revolving credit facility of a $4.9 billion USD syndicated loan to Tenneco to partly finance the acquisition of Federal-Mogul and for refinancing and general corporate purposes (Linked to Record ID#107181)

Project narrative

On October 1, 2018, a syndicate of 31 banks — including the New York Branch of the Industrial and Commercial Bank of China Limited (ICBC) — entered into a $4,900,000,000 USD syndicated senior secured credit facilities agreement with Tenneco Inc. — a Delaware-incorporated American automotive components original equipment manufacturer (OEM) and an aftermarket ride control and emissions products manufacturer headquartered in Northville, Michigan and then listed on the New York Stock Exchange — and Tenneco Automotive Operating Company Inc. (TAOC) — a Delaware-incorporated wholly-owned subsidiary of Tenneco — to partly finance the acquisition of Federal-Mogul LLC and for refinancing and general corporate purposes. These facilities were divided into three tranches: a $1,500,000,000 USD revolving credit facility (RCF); a $1,700,000,000 USD term loan A facility; and a $1,700,000,000 USD term loan B facility. Tenneco and TAOC were borrowers under the RCF, while Tenneco was the sole borrower under the term loan A and B facilities. The RCF available down to be drawn under United States dollars, British pounds sterling, and euros. The RCF carried a maturity period of five years. The RCF carried a variable interest rate initially based on LIBOR plus 1.75%, with the margin subject to change if Tenneco’s consolidated net leverage ratio changes. The term loan A carried a maturity period of five years and a scheduled repayment schedule consisting of 19 consecutive quarterly installments, commencing March 31, 2019 (a grace period of 0.5 years), with 5% being paid annually in each of the first two years, 7.5% in the third year, 10% annually in each of the fourth and fifth years, and the remainder on the maturity date. The term loan A carried a variable interest rate initially based on LIBOR plus 1.75%, with the margin subject to change if Tenneco’s consolidated net leverage ratio changes. The term loan B carried a maturity period of seven years and a scheduled repayment schedule consisting of 27 consecutive quarterly installments, commencing March 31, 2019, with 0.25% being paid in 27 quarterly installments and the remainder on the maturity date. The term loan B carried a variable interest rate initially based on LIBOR plus 2.75%, with the margin dependent on the corporate family rating of Tenneco (stable at Ba3 or BB+ from Moody's and S&P's would retain 2.75%, otherwise, it would be 3.00%). Certain material domestic subsidiaries issued senior guarantees for the credit facilities, namely Tenneco Inc., TACO, Tenneco International Holding Corp., The Pullman Company, Tenneco Global Holdings Inc., Clevite Industries Inc., TMC Texas Inc., Carter Automotive Company LLC, Federal-Mogul World Wide LLC, Felt Products MFG. Co. LLC, Muzzy-Lyon Auto Parts LLC, Federal-Mogul PowerTrain LLC, Federal-Mogul Powertrain IP LLC, Federal-Mogul Piston Rings, LLC, Federal-Mogul Ignition LLC, Federal-Mogul Motorparts LLC, Federal-Mogul Chassis LLC, F-M Motorparts TSC LLC, F-M TSC Real Estate Holdings LLC, Federal-Mogul Valve Train International LLC, Federal-Mogul Sevierville, LLC, Beck Arnley Holdings LLC, Federal-Mogul Filtration LLC, Federal-Mogul Financing Corporation, and Federal-Mogul Products US LLC. The credit facilities was secured by (i.e. collateralized against) substantially all domestic assets of Tenneco and its subsidiary guarantors and by pledges of up to 66% of the stock of certain first-tier foreign subsidiaries as charged by Tenneco Inc., TACO, Tenneco International Holding Corp., Tenneco Global Holdings Inc., The Pullman Company, TMC Texas Inc., Clevite Industries Inc., Federal-Mogul Financing Corporation, Carter Automotive Company LLC, Federal-Mogul Ignition LLC, Federal-Mogul Piston Rings, LLC, Federal-Mogul PowerTrain LLC, Federal-Mogul Powertrain IP LLC, Federal-Mogul Products US LLC, Federal-Mogul Motorparts LLC, Federal-Mogul World Wide LLC, Felt Products MFG. Co. LLC, Muzzy-Lyon Auto Parts LLC, Federal-Mogul Chassis LLC, F-M Motorparts TSC LLC, F-M TSC Real Estate Holdings LLC, Federal-Mogul Valve Train International LLC, Federal-Mogul Sevierville, LLC, Beck Arnley Holdings LLC, and Federal-Mogul Filtration LLC. Any foreign subsidiary of Tenneco added to the RCF as a borrower, the obligations of such foreign borrower would be secured by the assets of such foreign borrower and also secured by the assets of, and guaranteed by, the domestic borrowers and domestic guarantors as well as certain foreign subsidiaries of Tenneco in the chain of ownership of such foreign borrower. Collateral would be released when the term loan B was no longer outstanding and Tenneco and its subsidiaries had no other secured indebtedness. Wilmington Trust, National Association served as collateral trustee. The credit facilities contained customary representations and warranties and affirmative and negative covenants. The negative covenants limited the ability of Tenneco and its restricted subsidiaries to incur additional indebtedness or issue preferred stock, (pay dividends or make distributions to Tenneco’s stockholders, purchase or redeem Tenneco’s equity interests, make investments, create liens on their assets, enter into transactions with Tenneco’s affiliates, sell assets and merge or consolidate with, or dispose of substantially all of Tenneco’s assets t, other companies. The credit facilities contained two financial maintenance covenants for the RCF and the term loan A: 1) a requirement to have a consolidated net leverage ratio as of the end of each fiscal quarter of not greater than 4.0 to 1 through September 30, 2019, 3.75 to 1 through September 30, 2020 and 3.5 to 1 afterwards; and 2) a requirement to maintain consolidated interest coverage ratio for any period of four consecutive fiscal quarters of not less than 2.75 to 1.0. ICBC contributed $46,875,000.00 USD to the RCF and $53,125,000.00 USD to term loan A. Record ID#107180 captures its contribution to the RCF. Record ID#107181 captures its contribution to the term loan A. In addition to ICBC, the following lenders contributed the respective amounts to the RCF and term loan A: JPMorgan Chase Bank, N.A. ($78,839,285.72 USD to the RCF and $92,589,285.71 USD to Tranche A), Barclays Bank PLC ($78,839,285.72 USD to the RCF and $92,589,285.71 USD to Tranche A), Bank of America, N.A. ($78,839,285.71 USD to the RCF and $92,589,285.71 USD to Tranche A), Citibank, N.A. ($78,839,285.71 USD to the RCF and $92,589,285.71 USD to Tranche A), MUFG Bank, Ltd. ($78,839,285.71 USD to the RCF and $92,589,285.72 USD to Tranche A), Sumitomo Mitsui Banking Corporation (SMBC) ($78,839,285.71 USD to the RCF and $92,589,285.72 USD to Tranche A), Wells Fargo Bank, National Association ($78,839,285.72 USD to the RCF and $92,589,285.72 USD to Tranche A), Branch Banking and Trust Company (BB&T) ($46,875,000.00 USD to the RCF and $53,125,000.00 USD to Tranche A), the New York Branch of Canadian Imperial Bank of Commerce (CIBC) ($46,875,000.00 USD to the RCF and $53,125,000.00 USD to Tranche A), the New York Branch of Commerzbank AG ($46,875,000.00 USD to the RCF and $53,125,000.00 USD to Tranche A), HSBC Bank USA, N.A. ($46,875,000.00 USD to the RCF and $53,125,000.00 USD to Tranche A), Mizuho Bank, Ltd. ($46,875,000.00 USD to the RCF and $53,125,000.00 USD to Tranche A), PNC Bank, National Association ($46,875,000.00 USD to the RCF and $53,125,000.00 USD to Tranche A), U.S. Bank National Association ($46,875,000.00 USD to the RCF and $53,125,000.00 USD to Tranche A), Fifth Third Bank ($46,875,000.00 USD to the RCF and $53,125,000.00 USD to Tranche A), Capital One, N.A. ($46,875,000.00 USD to the RCF and $53,125,000.00 USD to Tranche A), Citizens Bank, N.A. ($46,875,000.00 USD to the RCF and $53,125,000.00 USD to Tranche A), the New York Branch of KBC Bank N.V. ($46,875,000.00 USD to the RCF and $53,125,000.00 USD to Tranche A), TD Bank, N.A. ($46,875,000.00 USD to the RCF and $53,125,000.00 USD to Tranche A), Royal Bank of Canada (RBC) ($46,875,000.00 USD to the RCF and $53,125,000.00 USD to Tranche A), Santander Bank, N.A. ($46,875,000.00 USD to the RCF and $53,125,000.00 USD to Tranche A), BNP Paribas S.A. ($46,875,000.00 USD to the RCF and $53,125,000.00 USD to Tranche A), SunTrust Bank ($46,875,000.00 USD to the RCF and $53,125,000.00 USD to Tranche A), the Dublin Branch of ING Bank N.V. ($46,875,000.00 USD to the RCF and $53,125,000.00 USD to Tranche A), The Huntington National Bank ($23,437,500.00 USD to the RCF and $26,562,500.00 USD to Tranche A), The Northern Trust Company ($23,437,500.00 USD to the RCF and $26,562,500.00 USD to Tranche A), the New York Branch of ICICI Bank Limited ($20,000,000.00 USD to the RCF), Associated Bank N.A. ($14,062,500.00 USD to the RCF and $15,937,500.00 USD to Tranche A), Comerica Bank ($11,718,750.00 USD to the RCF and $13,281,250.00 USD to Tranche A), and The First Bank of Highland Park ($11,718,750.00 USD to the RCF and $13,281,250.00 USD to Tranche A). The proceeds of the credit facilities were to be used by the borrower(s) to finance the cash consideration portion of the purchase price for the acquisition of Federal-Mogul LLC, to refinance Tenneco’s existing senior credit facilities (its existing revolver and term loan A) and certain senior credit facilities of Federal-Mogul, and to pay fees and expenses relating to the acquisition and the financing, and the remainder, including future borrowings under the RCF, would be used for general corporate purposes. Federal-Mogul is an American developer, manufacturer, and supplier of products for automotive, commercial, aerospace, marine, rail, and off-road vehicles headquartered in Southfield, Michigan. Tenneco agreed to purchase it from American Properties Corp. and Icahn Enterprises L.P. on April 10, 2018 for a consideration of April 10, 2018; it was merged with and into Tenneco on October 1, 2018. JPMorgan was the sole provider of the $1.7 billion USD term loan B. JPMorgan, Barclays, Bank of America, Citibank, MUFG, and Wells Fargo each committed $33,333,333.33 USD in letters of credit. JPMorgan Chase Bank served as administrative agent. JPMorgan Chase Bank, Barclays Bank, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Wells Fargo Securities, LLC, and MUFG Bank served as joint lead arrangers and joint bookrunners. The New York Branch of ICBC, BB&T, Capital One, the New York Branch of CIBC, Citizens Bank, the New York Branch of Commerzbank AG, Fifth Third Bank, HSBC Bank USA, KBC Bank, Mizuho Bank, PNC Bank, RBC, SMBC, TD Bank, U.S. Bank, ING Bank, Santander Bank, BNP Paribas, and SunTrust served as co-documentation agents. Wilmington Trust, National Association served as collateral trustee. As of December 31, 2018, the borrower had an outstanding balance of $24 million USD in letters of credit under the $1.5 billion USD RCF, and had drawn the full value of the term loan A and B down. As of December 31, 2019, the borrower had an outstanding balance of $183 million USD under the $1.5 billion USD RCF, and had outstanding balances of $1.615 billion USD and $1.683 billion USD under term loan A and B, respectively. On February 14, 2020, the lending syndicate entered into two amendment agreements for the facility, changing the consolidated net leverage and interest coverage ratio requirements in the financial covenants. On May 5, 2020, the lending syndicate entered into a third amendment agreement, again changing the consolidated net leverage and interest coverage ratio requirements in the financial covenants and increasing the margin of the interest rate of the RCF and term loan A at certain leverage levels. As of December 31, 2020, the borrower had an outstanding balance of $28 million USD of letters of credit under RCF, but no outstanding borrowings. As of December 31, 2021, the borrower had an outstanding balance of $69 million USD of letters of credit under RCF.