Narrative
Full Description
Project narrative
On January 26, 2016, financial close was reached on a deal in which a syndicate of 37 banks, including Industrial and Commercial Bank of China (ICBC), Bank of China (New York Branch), and Bank of China (Luxembourg) S.A., entered into a $4.5 billion USD syndicated loan agreement with Galleria Co., a Delaware-based company. The loan was structured in multiple tranches, with $2 billion USD allocated to Term A Loans, $1 billion USD to Term B Loans, and $1.5 billion USD in Revolving Credit. The maturity of the RCF and Term Loan A is 5 years, and 7 years for Term Loan B. The interest rate for the Revolving Credit and Term Loan A was LIBOR plus an applicable margin based on the consolidated leverage ratio, and Term Loan B’s interest rate was 3% plus LIBOR. The proceeds of the loan were used to finance the recapitalization of Galleria Co., fund working capital needs, and cover fees, costs, and expenses related to the transaction. Additionally, funds were allocated for general corporate purposes. While ICBC (Record ID#107457) Bank of China (Luxuembourg) S.A. (Record ID#107458) and Bank of China (Record ID#107459) contributed to this loan, the following lenders also participated: JPMorgan Chase Bank, N.A.; Bank of America, N.A.; Crédit Agricole Corporate and Investment Bank; BNP Paribas; HSBC Bank USA, N.A.; ING Bank N.V., Dublin Branch; Mizuho Bank, Ltd.; Royal Bank of Canada; Deutsche Bank AG New York Branch; The Bank of Nova Scotia; Intesa Sanpaolo S.p.A. – New York Branch; Banco Bilbao Vizcaya Argentaria, S.A. New York Branch; Sumitomo Mitsui Banking Corporation; UniCredit Bank AG, New York Branch; The Bank of Tokyo-Mitsubishi UFJ, Ltd.; Landesbank Hessen-Thuringen Girozentrale; TD Bank, N.A.; Morgan Stanley Bank, N.A.; Bank of Montreal; Fifth Third Bank; Santander Bank, N.A.; Standard Chartered Bank; Bayerische Landesbank, New York Branch; Landesbank Baden-Württemberg; Capital One, National Association; Morgan Stanley Senior Funding Inc.; KBC Bank N.V., New York Branch; Crédit Industriel et Commercial – NY Branch; Scotiabank (Ireland) Limited; BMO Harris Bank N.A.; Bank of the West; First Hawaiian Bank; United Bank; and TriState Capital Bank.
Staff comments
1. The entirety of the loan contract can be accessed at https://www.sec.gov/Archives/edgar/data/1670390/000119312516551013/d140890dex104.htm 2. Galleria Co. is a Delaware-based company engaged in the manufacturing of cosmetics. 3. AidData assumes all three Chinese banks participated in all three tranches. This issue warrants more investigation. 4. AidData estimates the average interest rate by taking the average of the sum of Term A loan and Term B loan interest rate margins. First, AidData estimates the interest rate for Term A loan by adding the 6-month average LIBOR rate in January 2016 and an applicable margin for based on the company's credit rating at the time (2%). Then, AidData takes the average by adding 2%+3% for Term B equal to 2.5% as the average interest margin. 5. AidData estimates the average maturity by taking the average of the tranches (5+7)/2=6 years. AidData codes the final maturity as the maturity of Term B loan (January 2023). 6. The individual contributions of the 37 lenders to this $4.5 billion USD syndicated loan are unknown. For the time being, AidData has estimated the contribution of ICBC by assuming that each lender contributed an equal amount ($121,621,621.62 USD per lender) to the loan syndicate.