ICBC contributes $57.69 million USD to a $1.5 billion USD syndicated loan for working capital needs of the Corpus Christi Liquefaction Project (Linked to Record ID#107277)

Project narrative

On June 15, 2022, a syndicate of 26 banks — including the New York Branch of the Bank of China (BOC) and the New York Branch of the Industrial and Commercial Bank of China (ICBC) — entered into an $1.5 billion USD syndicated facility agreement with Cheniere Corpus Christi Holdings, LLC — a Delaware-incorporated special purpose vehicle (SPV) wholly-owned by Delaware-incorporated SPV Cheniere CCH HoldCo I, LLC, which is wholly-owned by Delaware-incorporated SPV Cheniere CCH Holdco II, LLC, itself wholly owned by Cheniere Energy, Inc., a Delaware-incorporated American liquefied natural gas (LNG) company and major exporter headquartered in Houston, Texas and listed on NYSE American — for working capital needs of the Corpus Christi Liquefaction Project. This working capital facility carried a maturity period of five years and a final maturity date of June 15, 2027. There were mandatory repayments under customary circumstances. Borrowings under the working capital facility carried a variable interest rate per annum based on Term SOFR (SOFR plus 0.10%) or an alternate base rate (the greater of the agent's prime rate, the Federal Funds Rate plus 0.50%, or one-month adjusted Term SOFR plus 1.00%) plus an applicable margin dependent on the borrower's debt credit ratings from S&P, Moody's, and Fitch, ranging from 1.000% for Term SOFR (1.100% plus SOFR) and 0.000% for base rate loans if BBB+/Baa1/BBB+ to 1.500% for Term SOFR (1.600% plus SOFR) and 0.500% for base rate loans. As the Fitch rating was BBB-, the Term SOFR margin was 1.1250% (1.350% plus SOFR) and the base rate was 0.250%). Interest on the Term SOFR loans was due and payable at the end of each applicable interest period, while interest on base rate loans was due and payable at the end of each calendar quarter. The facility included certain upfront fees to the agents and lenders that, administrative fees to the agents, a commitment fee on the average daily amount of the excess of the total commitment amount over the principal amount outstanding in an amount equal to an annual rate dependent on the borrower's senior secured debt ratings ranging from 0.100% if BBB+/Baa1/BBB+ to 0.200% if BB+/Ba1/BB+, a letter of credit fee equal to an annual rate ranging from 1.00% to 1.50%, depending on the borrower's debt credit ratings, and a letter of credit fronting fee to each issuing bank that has issued fronted letters of credit in an amount equal to an annual rate of 0.125% of the undrawn portion of all letters of credit issued by such issuing bank. As the Fitch rating was BBB-, the commitment fee was 0.175%. Corpus Christi Liquefaction, LLC (CCL), Cheniere Corpus Christi Pipeline, L.P. (CCP), and Corpus Christi Pipeline GP, LLC (CCP GP) — three Delaware-incorporated SPVs all indirectly or directly wholly owned by Cheniere Corpus Christi Holdings, LLC — issued guarantees for this facility. Loans under the term loan facility were secured (i.e. collateralized) under the Second Amended and Restated Common Security and Account Agreement dated as of June 15, 2022 by Cheniere Corpus Christi Holdings, CCL, CCP, and CPP GP, with Société Générale as security trustee, and Mizuho Bank as account bank; the collateral included a first priority lien in substantially all of the assets of Cheniere Corpus Christi Holdings, CCL, CCP, and CPP GP, a pledge of all the equity interests in CCL, CCP, and CCP GP, and a mortgage over the real property of CCL and CCP. The common security and account agreement also required Cheniere Corpus Christi Holdings to establish and maintain certain deposit accounts, subject to the control of the security trustee. The term loan was furthered secured under Amended and Restated Holdco Pledge Agreement, dated May 22, 2018 among Cheniere CCH HoldCo I, LLC and Société Générale, where Cheniere CCH HoldCo I pledged its equity interest in Cheniere Corpus Christi Holdings as security. On June 15, 2022, Cheniere Corpus Christi Holdings, and CCL, CCP, CCP GP (as guarantors) also entered into the Common Terms Agreement with Société Générale as facility agent and intercreditor agent. The facility included customary representations and affirmative and negative covenants for project finance facilities, including compliance with laws; conditions to the making of restricted payments, including distributions (subject to other conditions); maintenance of minimum insurance; maintenance of material project agreements; limitations on indebtedness, guarantees, liens, and investments; maintenance of certain interest rate hedging arrangements; and maintenance of and compliance with various permits. The borrower was permitted to incur additional senior secured or unsecured indebtedness consisting of working capital debt, replacement senior debt, and expansion senior debt, so long as, among other requirements, there was no event of default or unmatured event of default and the updated base case forecast demonstrated a fixed projected debt service coverage ratio of 1.40x. The borrower could only incur expansion senior debt for development of all trains with the consent of all lenders. The facility included customary events of default. All 26 lenders, including BOC and ICBC, contributed $57.69 million USD to the loan syndicate. Record ID#107277 captured BOC's contribution. Record ID#107278 captured ICBC's contribution. In addition to BOC and ICBC, the following lenders contributed to the loan syndicate: the New York Branch of Banco Santander, S.A., the New York Branch of Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), the Houston Branch of The Bank of Nova Scotia (Scotiabank), Bank of America, N.A., CaixaBank, S.A., the New York Branch of Canadian Imperial Bank of Commerce (CIBC), Citibank, N.A., Crédit Agricole Corporate and Investment Bank (CACIB), the New York Branch of Credit Suisse AG, DBS Bank Ltd., Goldman Sachs Bank USA, HSBC Bank USA, National Association, ING Capital LLC, JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., Morgan Stanley Bank, N.A., MUFG Bank, Ltd., the New York Branch of Natixis, Royal Bank of Canada (RBC), Sumitomo Mitsui Banking Corporation (SMBC), Société Générale S.A. (SocGen), Standard Chartered Bank plc, Truist Bank, and Wells Fargo Bank, N.A.. Scotiabank served as working capital facility agent. SocGen served as security trustee. The Houston Branch of Scotiabank, BBVA, the New York Branch of Banco Santander, Bank of America, the New York Branch of BOC, CaixaBank, the New York Branch of CIBC, Citibank, CACIB, Credit Suisse Loan Funding LLC, DBS Bank, Goldman Sachs Bank USA, HSBC Bank USA., ING Capital LLC, JPMorgan Chase Bank, the New York Branch of Mizuho Bank, Morgan Stanley Bank, MUFG Bank, the New York Branch of Natixis, RBC Capital Markets, SocGen, SMBC, Standard Chartered Bank, Truist Securities, Inc., and Wells Fargo Bank served as joint lead arrangers. This facility was an amendment-and-restatement of a $1.2 billion USD facility dated June 29, 2018, which it replaced (refinanced) and added $300 million USD in incremental commitments to. The proceeds were to be used by the borrower, for certain working capital requirements related to the operation of its Corpus Christi Liquefaction Project, including Stage 3, and the Corpus Christi Pipeline and related facilities near Corpus Christi, Texas, such as the payment of gas purchase, transportation, and storage expenses (including to meet credit support requirements under gas purchase, transportation or storage agreements); funding of debt service reserves; other working capital and other general corporate purposes (up to $300 million USD).