Bank of China contributes to a $1.2 billion USD syndicated revolving credit facility to BorgWarner for refinancing and general corporate purposes

Project narrative

On June 30, 2014, a syndicate of 17 banks — including the New York Branch of the Bank of China (BOC) — entered into a $1,000,000,000 USD syndicated revolving credit facility (RCF) agreement with BorgWarner Inc. — a Delaware-incorporated American automotive and e-mobility supplier headquartered in Auburn Hills, Michigan and listed on the New York Stock Exchange — for refinancing and general corporate purposes. The RCF carried a maturity period of five years, a final maturity date of June 30, 2019 unless extended by the lenders, at their option upon request by the borrower, and an interest rate based on LIBOR or an alternate base rate (the highest of Bank of America's prime rate, the Federal Funds Effective Rate plus 0.50%, or LIBOR plus 1.00%) and a margin based on the credit ratings from S&P, Moody’s, and Fitch on the borrower's outstanding senior, unsecured, long-term indebtedness at the applicable date of borrowing, ranging from 0.795% for LIBOR and 0.000% for the base rate if the ratings were A/A2/A or higher to 1.300% for LIBOR and 0.300% for the base rate if the ratings were BBB-/Baa3/BBB- or lower. The RCF had a commitment fee on the daily amount of the dollar commitment of each lender that was based on the credit ratings from S&P, Moody’s, and Fitch on the borrower's outstanding senior, unsecured, long-term indebtedness, ranging from 0.080% for A/A2/A or higher ratings to 0.200% for BBB-/Baa3/BBB- or lower. At the time of signing, the borrower's credit rating was BBB+, so the LIBOR rate was 1.015%, the base rate was 0.015%, and the commitment fee was 0.110%. The RCF was unsecured and was available for drawdown in U.S. dollars, British pound sterling (with a $100,000,000 USD sublimit), Japanese yen (with a $250,000,000 USD sublimit), and euros (with a $500,000,000 USD sublimit). The RCF could be drawn for swing line debt or letter of credit issuances. The RCF included an up-sizing option of up to $250 million USD at the borrower's request and lenders' consent. The RCF included a financial covenant requiring the borrower to maintain a consolidated leverage ratio of not more than 3.25 to 1.0. The RCF was an amendment-and-restatement of an RCF dated June 30, 2011, which the new RCF replaced (refinanced); the proceeds were to be used by the borrower for general corporate purposes. Record ID#107462 captures BOC's contribution. On June 29, 2017, a syndicate of 17 banks — including the New York Branch of BOC — entered into a $1,200,000,000 USD syndicated RCF agreement with BorgWarner Inc. for refinancing and general corporate purposes. This RCF carried a maturity period of five years, a final maturity date of June 29, 2022 unless extended by the lenders, at their option upon request by the borrower, and an interest rate based on LIBOR or an alternate base rate (the highest of Bank of America's prime rate, the Federal Funds Effective Rate plus 0.50%, or LIBOR plus 1.00%) and a margin based on the credit ratings from S&P, Moody’s, and Fitch on the borrower's outstanding senior, unsecured, long-term indebtedness at the applicable date of borrowing, ranging from 0.805% for LIBOR and 0.000% for the base rate if the ratings were A/A2/A or higher to 1.300% for LIBOR and 0.300% for the base rate if the ratings were BBB-/Baa3/BBB- or lower. The RCF had a commitment fee on the daily amount of the dollar commitment of each lender that was based on the credit ratings from S&P, Moody’s, and Fitch on the borrower's outstanding senior, unsecured, long-term indebtedness, ranging from 0.070% for A/A2/A or higher ratings to 0.200% for BBB-/Baa3/BBB- or lower. At the time of signing, the borrower's credit rating was BBB+, so the LIBOR rate was 1.015%, the base rate was 0.015%, and the commitment fee was 0.110%. This RCF was unsecured and was available for drawdown in U.S. dollars, British pound sterling (with a $100,000,000 USD sublimit), Japanese yen (with a $250,000,000 USD sublimit), and euros (with a $500,000,000 USD sublimit). The RCF could be drawn for swing line debt or letter of credit issuances. This RCF included an up-sizing option of up to $300 million USD at the borrower's request and lenders' consent. The RCF included a financial covenant requiring the borrower to maintain a consolidated leverage ratio of not more than 3.25 to 1.0. The RCF was an amendment-and-restatement of the RCF dated June 30, 2014, which the new RCF replaced (refinanced); the proceeds were to be used by the borrower for general corporate purposes. Record ID#107463 captures BOC's contribution. In addition to BOC, the following lenders contributed to the loan syndicate: Bank of America, N.A., the New York Branch of Deutsche Bank AG, Citibank, N.A., KeyBank National Association, PNC Bank, National Association, Wells Fargo Bank, National Association, HSBC Bank USA, National Association, U.S. Bank National Association, Sumitomo Mitsui Banking Corporation (SMBC), Morgan Stanley Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU), Lloyds Bank Plc, the New York Branch of Commerzbank AG, Santander Bank, N.A., The Northern Trust Company, and DBS Bank Ltd.. Bank of America served as administrative agent, swingline lender, and an issuing bank. Deutsche Bank Securities Inc., KeyBank, PNC Bank, Citibank, and Wells Fargo Bank served as co-syndication agents. Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., KeyBanc Capital Markets Inc., PNC Capital Markets LLC, and Wells Fargo Securities, LLC served as joint lead arrangers and joint book managers. On March 13, 2020, a syndicate of 14 banks — including the New York Branch of BOC — entered into a $2,000,000,000 USD syndicated RCF agreement with BorgWarner Inc. for refinancing and general corporate purposes. This RCF carried a maturity period of five years, a final maturity date of March 13, 2025 unless extended by the lenders, at their option upon request by the borrower, and an interest rate based on LIBOR or an alternate base rate (the highest of Bank of America's prime rate, the Federal Funds Effective Rate plus 0.50%, or LIBOR plus 1.00%) and a margin based on the credit ratings from S&P, Moody’s, and Fitch on the borrower's outstanding senior, unsecured, long-term indebtedness at the applicable date of borrowing, ranging from 0.690% for LIBOR and 0.000% for the base rate if the ratings were A/A2/A or higher to 1.100% for LIBOR and 0.100% for the base rate if the ratings were BBB-/Baa3/BBB- or lower. The RCF had a commitment fee on the daily amount of the dollar commitment of each lender that was based on the credit ratings from S&P, Moody’s, and Fitch on the borrower's outstanding senior, unsecured, long-term indebtedness, ranging from 0.060% for A/A2/A or higher ratings to 0.150% for BBB-/Baa3/BBB- or lower. At the time of signing, the borrower's credit rating was BBB+, so the LIBOR rate was 0.910%, the base rate was 0.000%, and the commitment fee was 0.090%. This RCF was unsecured and was available for drawdown in U.S. dollars, British pound sterling (with a $100,000,000 USD sublimit), Japanese yen (with a $250,000,000 USD sublimit), and euros (with a $500,000,000 USD sublimit). The RCF could be drawn for swing line debt or letter of credit issuances. Initially, only $1.5 billion USD was available under the RCF, the other $500 million USD being automatically brought upon closing of the acquisition by the borrower of all or substantially all of the equity interests of Delphi Technologies PLC, with the $500 million USD being cancelled if it was not completed (the acquisition was completed on October 2, 2020, and thus the full $2 billion USD was committed). The RCF included a financial covenant requiring the borrower to maintain a consolidated leverage ratio of not more than 3.50 to 1.00, albeit the borrower could temporarily increase the ratio to 3.75 to 1.00 upon closing of the acquisition of Delphi Technologies PLC. The RCF was an amendment-and-restatement of the RCF dated June 29, 2017, which the new RCF replaced (refinanced); the proceeds were to be used by the borrower for general corporate purposes, including refinancing, amending, or restating indebtedness under the existing RCF, repurchase the borrower’s capital stock and debentures, to finance investments, capital expenditures and acquisitions and to provide working capital to the borrower and its subsidiaries. Record ID#107464 captures BOC's contribution. On September 22, 2023, a syndicate of 14 banks — including the New York Branch of BOC — entered into a $2,000,000,000 USD syndicated RCF agreement with BorgWarner Inc. for refinancing and general corporate purposes. This RCF carried a maturity period of five years, a final maturity date of September 22, 2028 unless extended by the lenders, at their option upon request by the borrower, and an interest rate based on Term SOFR (SOFR plus 0.10%) or an alternate base rate (the highest of Bank of America's prime rate, the Federal Funds Effective Rate plus 0.50%, or Term SOFR plus 1.00%) and a margin based on the credit ratings from S&P, Moody’s, and Fitch on the borrower's outstanding senior, unsecured, long-term indebtedness at the applicable date of borrowing, ranging from 0.690% for Term SOFR and 0.000% for the base rate if the ratings were A/A2/A or higher to 1.100% for Term SOFR and 0.100% for the base rate if the ratings were BBB-/Baa3/BBB- or lower. The RCF had a commitment fee on the daily amount of the dollar commitment of each lender that was based on the credit ratings from S&P, Moody’s, and Fitch on the borrower's outstanding senior, unsecured, long-term indebtedness, ranging from 0.060% for A/A2/A or higher ratings to 0.150% for BBB-/Baa3/BBB- or lower. At the time of signing, the borrower's credit rating was BBB+, so the Term SOFR rate (SOFR + 0.10%) was 0.910%, the base rate was 0.000%, and the commitment fee was 0.090%. This RCF was unsecured and was available for drawdown in U.S. dollars, British pound sterling (with a $100,000,000 USD sublimit, the interest rate based on SONIA), Japanese yen (with a $250,000,000 USD sublimit), and euros (with a $500,000,000 USD sublimit). The RCF could be drawn for swing line debt or letter of credit issuances. This RCF included an up-sizing option of up to $1.0 billion USD at the borrower's request and lenders' consent. The RCF included a financial covenant requiring the borrower to maintain a consolidated leverage ratio of not more than 3.50 to 1.00, albeit the borrower could temporarily increase the ratio to 3.75 to 1.00 upon closing of certain acquisitions. The RCF was an amendment-and-restatement of the RCF dated March 13, 2020, which the new RCF replaced (refinanced); the proceeds were to be used by the borrower for general corporate purposes, including refinancing, amending, or restating indebtedness under the existing RCF, repurchase the borrower’s capital stock and debentures, to finance investments, capital expenditures and acquisitions and to provide working capital to the borrower and its subsidiaries. Record ID#107465 captures BOC's contribution.