Agricultural Bank of China contributes $26.666 million USD to a $500 million USD syndicated revolving credit facility to Dover Corporation for refinancing, working capital, and general corporate purposes

Project narrative

On April 6, 2023, a syndicate of 12 banks — including the New York Branch of the Agricultural Bank of China (ABC) — entered into a $500,000,000.00 USD syndicated revolving credit facility (RCF) agreement with Dover Corporation — a Delaware-incorporated American conglomerate manufacturer of industrial products headquartered in Downers Grove, Illinois and traded on the New York Stock Exchange — for refinancing, working capital, and general corporate purposes. The RCF was divided into a $473,333,333.33 USD tranche and a $26,666,666.67 USD tranche. This RCF was unsecured and carried a maturity period of one year (364 days) and a final maturity date of April 4, 2024 with a one-year maturity period extension that would extend it to April 4, 2025, which would require the borrower to pay a term-out fee equal to 0.75% of the aggregate principal amount of each lenders' outstanding loans that were not repaid on April 4, 2024. The RCF was available for draw down in U.S. dollars, euros, British pounds sterling, Canadian dollars, and Swedish kronor. The RCF carried a variable interest rate, with Term SOFR (SOFR plus 0.10%) or an alternate base rate (the highest of the administrative agent's primate, the New York Federal Reserve Bank rate plus 0.50%, or the adjusted one-month Term SOFR plus 1%) for U.S. dollar borrowings, SONIA for British pounds sterling borrowings, EURIBOR for euro borrowings, CDOR for Canadian dollar borrowings, and STIBOR for Swedish Kronor borrowings, plus an applicable margin dependent on the credit rating given to the borrower's senior unsecured debt by S&P and Moody’s, ranging from 0.825% (0.000% for the base rate) if A2/A or higher to 1.250% (0.250% for the base rate) if Baa3/BBB- or lower. The RCF included a commitment fee on the daily amount of each commitment of each lender dependent on the credit rating given to the borrower's senior unsecured debt by S&P and Moody’s, ranging from 0.050% if A2/A or higher to 0.125% if Baa3/BBB- or lower. The rating at signing was Baa1/BBB+, so the margin was 1.045% (plus 0.10% for the Term SOFR, so 1.145%) (0.045% for the base rate) and the commitment fee was 0.080%. Interest would accrue at a rate based on a benchmark rate would be due and payable on the last day of the applicable interest period (one, two, three, or six months thereafter at the borrowers' election) or one the alternate base rate due and payable on the last day of March, June, September, and December. The principal balance of loans and any accrued and unpaid interest would be due and payable in full on the maturity date for the loans the RCF. The RCF included a $500 million USD up-sizing option. Certain subsidiaries of the borrower could borrowing subsidiaries party to the agreement, so long as Dover Corporation issued guarantees for their obligations. The RCF included usual and customary limitations on the ability of the borrower or any of its subsidiaries to grant liens upon their assets, a prohibition on certain consolidations, mergers and sales and transfers of assets by the borrower and limitations on changes in the existing lines of business of the borrowers without the lenders' consent. The RCF also included a financial covenant that the borrower must maintain a minimum interest coverage ratio of earnings before interest, taxes, depreciation, and amortization (EBITDA) to consolidated net interest expense of not less than 3.00:1.00. The proceeds of the RCF were to be used for refinancing (repaying other debt of the borrower), working capital, and general corporate purposes. ABC was the sole provider of the $26,666,666.67 USD tranche. The other lenders contributed to the $473,333,333.33 USD tranche. The following lenders contributed the respective amounts to the loan syndicate: JPMorgan Chase Bank, N.A. ($55,000,000.00 USD), Bank of America, N.A. ($55,000,000.00 USD), HSBC Bank USA, N.A. ($55,000,000.00 USD), the Dublin Branch of ING Bank N.V. ($55,000,000.00 USD), BNP Paribas S.A. ($42,000,000.00USD), Citibank, N.A. ($42,000,000.00 USD), the New York Branch of Deutsche Bank AG ($42,000,000.00 USD), Goldman Sachs Bank USA ($42,000,000.00 USD), The Bank of Nova Scotia (Scotiabank) ($42,000,000.00 USD), U.S. Bank National Association ($26,666,666.67 USD), and The Northern Trust Company ($16,666,666.66 USD). JPMorgan Chase Bank served as administrative agent. JPMorgan Chase Bank, BofA Securities, Inc., HSBC Bank USA, and the Dublin Branch of ING Bank served as joint lead arrangers and joint bookrunners. Bank of America served as syndication agent. HSBC Bank USA and the Dublin Branch of ING Bank served as co-documentation agents. As of December 31, 2023, there were no outstanding borrowings under the RCF. On April 4, 2024, a syndicate of banks entered into a $500 million USD 364-day RCF agreement with Dover that replaced (refinanced) the 2023 364-day facility.