ICBC contributes $62.4 million USD to a $1.2 billion USD syndicated loan for working capital needs of the Corpus Christi Liquefaction Project

Project narrative

On June 29, 2018, a syndicate of 17 banks — including the New York Branch of the Industrial and Commercial Bank of China (ICBC) — entered into an $1.2 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 29, 2023, with letters of credit with a term of up to one year and a requirement to reduce the aggregate outstanding principal amount of working capital borrowings to zero for a period of five consecutive business days at least once a year. There were mandatory prepayments under customary circumstances. Borrowings under the working capital facility carried a variable interest rate per annum based on LIBOR or an alternate base rate (the greater of the the prime rate published by The Wall Street Journal, the Federal Funds Rate plus 0.50%, or one-month LIBOR plus 0.50%) plus an applicable margin dependent on the borrower's debt ratings, ranging from, for an investment grade rating from two rating agencies, 1.25% for LIBOR loans and 0.25% for base rate loans, 1.50% for LIBOR loans and 0.50% for base rate loans for an investment grade rating from one rating agency, and 1.75% for LIBOR loans and 0.75% for base rate loans for below investment grade ratings. As the borrower had two investment grade ratings, the margin was 1.25% for LIBOR or 0.25% for base rate at the start of the facility. Interest on the LIBOR 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 together with additional transaction fees were in the aggregate amount of $14 million USD, annual 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 of 40% of the applicable margin for LIBOR loans (0.5% based on the 1.25% margin), a letter of credit fee equal to an annual rate equal to the applicable margin for LIBOR borrowings, 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 0.20% of the undrawn portion of all letters of credit issued by such issuing bank. 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 working capital facility were secured under the Amended and Restated Common Security and Account Agreement dated as of May 22, 2018 by Cheniere Corpus Christi Holdings, CCL, CCP, and CPP GP, Société Générale served 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 and a pledge of all the equity interests in CCL and CCP, and CCP GP. 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. On May 22, 2018, Cheniere Corpus Christi Holdings, and CCL, CCP, CCP GP (as guarantors) also entered into the Amended and Restated Common Terms Agreement, with Société Générale as facility agent and intercreditor agent and Scotiabank as working capital facility agent. 15 lenders, including ICBC, contributed $62.40 million USD. The Bank of Nova Scotia contributed $136.00 million USD and Sumitomo Mitsui Banking Corporation contributed $128.00 million USD. In addition to ICBC, the following lenders contributed to the loan syndicate: the New York Branch of Canadian Imperial Bank of Commerce (CIBC), DBS Bank Ltd., HSBC Bank USA, National Association, ING Capital LLC, Mizuho Bank, Ltd., MUFG Bank, Ltd., the New York Branch of Natixis, Sumitomo Mitsui Banking Corporation (SMBC), Wells Fargo Bank, National Association, ABN AMRO Capital USA, LLC, Citibank, N.A., Crédit Industriel et Commercial (CIC), National Australia Bank Limited (NAB), Société Générale S.A. (SocGen), and Standard Chartered Bank plc. 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. On June 6, 2018, the following banks had sent a commitment letter for the facility to the borrower: the Houston Branch of Scotiabank, the New York Branch of CIBC, DBS Bank, HSBC Bank USA, the New York Branch of ICBC, ING Capital, Mizuho Bank, MUFG Bank, the New York Branch of Natixis, SMBC, Wells Fargo Bank, ABN AMRO Capital USA, Citibank, CIC, NAB, SocGen, and Standard Chartered Bank. This facility was an amendment-and-restatement of a $330 million USD facility dated December 14, 2016, which it replaced (refinanced) and added $850 million USD in incremental commitments to. The proceeds were to be used by the borrower, for certain working capital requirements related to the development and placing into 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; and other working capital and other general corporate purposes (up to $250 million USD). The entire amount was available for the issuance of letters of credit. 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 ICBC— entered into an $1.5 billion USD syndicated facility agreement with Cheniere Corpus Christi Holdings, LLC for working capital needs of the Corpus Christi Liquefaction Project. 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; and other working capital and other general corporate purposes (up to $300 million USD). 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.