Bank of Communications contributes $14 million USD to the $2.869 billion USD term loan tranche of a $9.155 billion USD syndicated term loan to AT&T for general corporate purposes (Linked to Record ID#107945)

Project narrative

On January 21, 2015, a syndicate of 34 banks — including the New York Branch of the Agricultural Bank of China (ABC), the New York Branch of the Bank of China (BOC), and the New York Branch of the Bank of Communications (BoComm) — entered into a $9,155,000,000 USD syndicated term loan credit agreement with AT&T Inc. — a Delaware-incorporated American multinational telecommunications holding company headquartered in Dallas, Texas and listed on the New York Stock Exchange — for general corporate purposes. This loan was divided into a $6,286,000,000 USD term loan facility known as "Tranche A" that carried a maturity period of three years from the drawdown date (March 2, 2018) and a $2,869,000,000 USD term loan facility known as "Tranche B" with a maturity period of five years and a grace period of three years from the drawdown date (March 2, 2018 first loan repayment date, March 2, 2020 maturity date), with 25% of the principal due prior to maturity. Borrowings under the term loan facility carried variable interest based on, at AT&T's option, a variable annual base rate (the highest of Mizuho’s publicly-announced prime rate, 0.50% per annum above the Federal Funds Rate, or the ICE Benchmark Administration Limited Settlement Rate for U.S. dollars for a period of one month plus 1.00%) or U.S. dollar LIBOR for a period of either three or six months, plus an applicable margin. For LIBOR for Tranche A, the margin would be 1.000% per annum if AT&T’s unsecured senior long-term debt was rated at least A- by Standard and Poor’s or Fitch, Inc. or A3 by Moody’s Investors Service, it would be 1.125% per annum if such ratings were BBB+ by S&P or Fitch or Baa1 by Moody’s, it would be 1.250% per annum if such ratings were lower than BBB+ by S&P or Fitch or Baa1 by Moody’s. For base rate for Tranche A, the margin would be the relevant margin for LIBOR minus 1.00%. For LIBOR for Tranche B, the margin would be 1.125% if AT&T’s unsecured senior long-term debt was rated at least A- by S&P or Fitch or A3 by Moody’s, it would be 1.250% per annum if such ratings were BBB+ by S&P or Fitch or Baa1 by Moody’s, and it would be 1.375% per annum if such ratings were lower than BBB+ by S&P or Fitch or Baa1 by Moody’s. For base rate for Tranche B, the margin would be the relevant margin for LIBOR minus 1.00%. In the event that AT&T’s unsecured senior long-term debt ratings were split by S&P, Moody’s and Fitch, then the margin would be determined by the highest rating, unless the lowest of such ratings was more than one level below the highest of such ratings, in which case the pricing will be the rating that was one level above the lowest of such ratings. As of the loan, AT&T’s unsecured senior long-term debt was rated A- by S&P, A3 by Moody’s, and A by Fitch, making the LIBOR interest margin 1.125% and base rate margin mean 0.125% for Tranche A and the LIBOR interest margin 1.125% and base rate margin mean 0.125% for Tranche B. The facility contained customary affirmative and negative covenants and a debt-to-earnings before interest, taxes, depreciation, and amortization (EBITDA) financial ratio covenant that the borrower had to will maintain, as of the last day of each fiscal quarter, a ratio of not more than 3.0 to 1 of: all items that would be treated under accounting principles generally accepted in the United States (GAAP) as indebtedness on AT&T’s consolidated balance sheet to the net income of AT&T and its consolidated subsidiaries, determined on a consolidated basis for the four quarters then ended in accordance with GAAP, with some adjustments. Events of default would result in the possibility of acceleration of required payment and increase the margin by 2.00% per annum. ABC contributed $100,000,000 USD to Tranche A, as captured by Record ID#107942, and $200,000,000 USD to Tranche B, as captured by Record ID#107945. BOC contributed $200,000,000 USD to Tranche A, as captured by Record ID#107943, and $0 USD to Tranche B. BoComm contributed $6,000,000 USD to Tranche A, as captured by Record ID#107944, and $14,000,000 USD to Tranche B, as captured by Record ID#107946. In addition to ABC, BOC, and BoComm, the following lenders contributed the respective amounts to the loan syndicate: Mizuho Bank, Ltd. ($1,000,000,000 USD to Tranche A; $0 USD to Tranche B), BNP Paribas ($500,000,000 USD to Tranche A; $500,000,000 USD to Tranche B), Lloyds Bank plc ($500,000,000 USD to Tranche A; $0 USD to Tranche B), TD Bank, N.A. ($200,000,000 USD to Tranche A; $300,000,000 USD to Tranche B), The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU) ($0 USD to Tranche A; $500,000,000 USD to Tranche B), The Bank of Nova Scotia (Scotiabank) ($400,000,000 USD to Tranche A; $100,000,000 USD to Tranche B), Scotiabank (Ireland) Limited ($200,000,000 USD to Tranche A; $50,000,000 USD to Tranche B), Royal Bank of Canada (RBC) ($350,000,000 USD to Tranche A; $250,000,000 USD to Tranche B), the New York Branch of Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) ($400,000,000 USD to Tranche A; $100,000,000 USD to Tranche B), the New York Branch of Commerzbank AG ($500,000,000 USD to Tranche A; $0 USD to Tranche B), Santander Bank, N.A. ($400,000,000 USD to Tranche A; $100,000,000 USD to Tranche B), Société Générale S.A. (SocGen) ($400,000,000 USD to Tranche A; $100,000,000 USD to Tranche B), the New York Branch of Intesa Sanpaolo S.p.A. ($200,000,000 USD to Tranche A; $100,000,000 USD to Tranche B), CoBank, ACB ($0 USD to Tranche A; $200,000,000 USD to Tranche B), Crédit Agricole Corporate and Investment Bank (CACIB) ($100,000,000 USD to Tranche A; $100,000,000 USD to Tranche B), DBS Bank Ltd. ($175,000,000 USD to Tranche A; $25,000,000 USD to Tranche B), The Bank of New York Mellon ($160,000,000 USD to Tranche A; $40,000,000 USD to Tranche B), DNB Capital LLC ($100,000,000 USD to Tranche A; $25,000,000 USD to Tranche B), The Northern Trust Company ($100,000,000 USD to Tranche A; $0 USD to Tranche B), U.S. Bank National Association ($80,000,000 USD to Tranche A; $20,000,000 USD to Tranche B), the Miami Branch of Banco de Sabadell, S.A. ($0 USD to Tranche A; $50,000,000 USD to Tranche B), Bank Hapoalim B.M. ($0 USD to Tranche A; $50,000,000 USD to Tranche B), Regions Bank ($50,000,000 USD to Tranche A; $0 USD to Tranche B), State Bank of India, New York (SBI) ($50,000,000 USD to Tranche A; $0 USD to Tranche B), State Street Bank and Trust Company ($25,000,000 USD to Tranche A; $25,000,000 USD to Tranche B), the New York Branch of the Bank of Taiwan ($30,000,000 USD to Tranche A; $0 USD to Tranche B), Mercantil Commercebank, N.A. ($10,000,000 USD to Tranche A; $20,000,000 USD to Tranche B), Apple Bank for Savings ($20,000,000 USD to Tranche A; $0 USD to Tranche B), Fuyo General Lease (USA) Inc. ($10,000,000 USD to Tranche A; $0 USD to Tranche B), the New York Branch of The Chiba Bank, Ltd. ($10,000,000 USD to Tranche A; $0 USD to Tranche B), and The Shizuoka Bank, Ltd. ($10,000,000 USD to Tranche A; $0 USD to Tranche B). Mizuho Bank, Ltd. served as administrative agent. Mizuho Bank, BNP Paribas Securities Corp., Lloyds Securities Inc., TD Securities (USA) LLC, and BTMU served as joint lead arrangers and joint bookrunners. Scotiabank, RBC, the New York Branch of BBVA, the New York Branch of Commerzbank, Santander Bank, and SocGen served as mandated lead arrangers. The New York Branch of ABC, the New York Branch of BOC, the New York Branch of Intesa Sanpaolo, CoBank, ACB, CACIB, DBS Bank, the Bank of New York Mellon, DNB Capital, the Northern Trust Company, and U.S. Bank National Association served as co-agents. BNP Paribas acted as syndication agent. Lloyds Bank, TD Securities (USA) LLC, and BTMU served as documentation agents. The proceeds were to be used by the borrower for general corporate purposes. On March 2, 2015, the borrower drew down both Tranche A and B entirely. In June 2016, the borrower repaid $4.000 billion USD of the outstanding amount under Tranche A and $1.000 billion USD of the outstanding amount under Tranche B. As of December 31, 2016, it had $2.286 billion USD outstanding under Tranche A and $1.869 billion USD outstanding Tranche B. On September 5, 2017, the borrower repaid all of the amounts outstanding under the facility and terminated it.