ICBC (New York Branch) contributes $425 million USD to a $12 billion USD syndicated revolving credit facility to AT&T Inc. for refinancing and general corporate purposes

Project narrative

On December 11, 2015, a syndicate of 25 banks — including the New York Branch of the Bank of China (BOC) — entered into a $12,000,000,000.00 USD syndicated revolving credit facility (RCF) 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 refinancing and general corporate purposes. The RCF carried a maturity period of five years and a final maturity date of December 11, 2020, albeit with two one-year extension options if over 50% of the facility agreed to extend the RCF. Borrowings under the RCF carried a variable interest rate based on, at the borrower's discretion, an annual base rate (the highest of the base rate of the bank affiliate of Citibank serving as administrative agent, 0.50% per annum above the Federal funds rate, and one-month USD LIBOR plus 1.00%), or LIBOR for a period of one, two, three or six months, plus an applicable margin. The LIBOR margin would equal 0.680%, 0.910%, 1.025%, or 1.125% per annum depending on AT&T's credit rating, while the base rate would be the greater of 0.00% or the LIBOR margin minus 1.00%. The borrower was obligated to pay a commitment fee of 0.070%, 0.090%, 0.100% or 0.125% per annum of the amount of lender commitments, depending on AT&T's credit rating. If the borrower's unsecured long-term debt ratings were split by S&P, Moody’s and Fitch, the margin and fee would be determined by the highest of the three, except when when the lowest was more than one below, it which case it would be one level above the lowest rating. At the time of signing, AT&T's unsecured long-term debt was rated BBB+ by S&P, Baa1 by Moody’s and A- by Fitch, making the LIBOR margin 1.025%, the base rate margin 0.025%, and the commitment fee 0.090%. The borrower had the option to request the facility be increased by up to $14 billion USD. The RCF carried a financial ratio covenant requiring AT&T to maintain, as of the last day of each fiscal quarter, a ratio of not more than 3.5 to 1 of: a) 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 b) 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 adjustments. Events of default would result in the possibility of acceleration of required payment and increase the margin by 2.00% per annum. BOC contributed $550,000,000 USD to the loan syndicate as captured by Record ID#107963. The proceeds were to be used by the borrower to replace an existing $5 billion USD RCF dated December 11, 2013 and for the general corporate purposes of the borrower. As of December 31, 2015, there were no amounts outstanding under the RCF. As of December 31, 2016, there were no amounts outstanding under the RCF. As of December 31, 2017, there were no amounts outstanding under the RCF. Then, on December 11, 2018, a syndicate of 31 banks — including the New York Branch of BOC and the New York Branch of the Industrial and Commercial Bank of China (ICBC) — entered into a $7,500,000,000 USD syndicated RCF agreement with AT&T Inc. for refinancing and general corporate purposes. The RCF carried a maturity period of three years and a final maturity date of December 11, 2021, albeit with two one-year extension options if over 50% of the facility agreed to extend the RCF. Borrowings under the RCF carried a variable interest rate based on, at the borrower's discretion, an annual base rate (the highest of the base rate of Citibank, 0.50% per annum above the Federal funds rate, and one-month USD LIBOR plus 1.00%), or LIBOR for a period of one, two, three or six months, plus an applicable margin. The LIBOR margin would equal 0.680%, 0.920%, 1.025%, or 1.125% per annum depending on AT&T's long-term unsecured debt rating, while the base rate would be the greater of 0.00% or the LIBOR margin minus 1.00%. The borrower was obligated to pay a commitment fee of 0.070%, 0.080%, 0.100% or 0.125% per annum of the amount of lender commitments, depending on AT&T's debt rating. If the borrower's unsecured long-term debt ratings were split by S&P, Moody’s and Fitch, the margin and fee would be determined by the highest of the three, except when when the lowest was more than one below, it which case it would be one level above the lowest rating. At the time of signing, AT&T's unsecured long-term debt was rated BBB by S&P, Baa2 by Moody’s and A- by Fitch, making the LIBOR margin 1.025%, the base rate margin 0.025%, and the commitment fee 0.100%. The borrower had the option to request the facility be increased, so long as the aggregate between it and another $7.5 billion USD RCF signed the same day did not exceed $17 billion USD. The RCF carried a financial ratio covenant requiring AT&T to maintain, as of the last day of each fiscal quarter, a ratio of not more than 3.5 to 1 of: a) 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 minus some cash to b) 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 adjustments. Events of default would result in the possibility of acceleration of required payment and increase the margin by 2.00% per annum. BOC and ICBC each contributed $275,000,000 USD to the RCF. Record ID#107990 captures BOC's contribution. Record ID#107991 captures ICBC's contribution. This RCF was an amendment-and-restatement of the $12 billion USD December 11, 2015 RCF, which it replaced (refinanced). The proceeds of the 2018 RCF were to be used by the borrower for general corporate purposes. As of December 31, 2018, there were no amounts outstanding under the RCF. As of December 31, 2019, there were no amounts outstanding under the RCF. Then, on November 17, 2020, a syndicate of 32 banks — including the New York Branch of BOC and the New York Branch of ICBC — entered into a $7,500,000,000.00 USD syndicated RCF agreement with AT&T Inc. for refinancing and general corporate purposes. The RCF carried a maturity period of five years and a final maturity date of November 17, 2025, albeit with two one-year extension options if over 50% of the facility agreed to extend the RCF. Borrowings under the RCF carried a variable interest rate based on, at the borrower's discretion, an annual base rate (the highest of the base rate of Citibank, 0.50% per annum above the Federal funds rate, and one-month USD LIBOR plus 1.00%), or LIBOR for a period of one, two, three or six months, plus an applicable margin. The LIBOR margin would equal 0.680%, 0.920%, 1.025%, or 1.125% per annum depending on AT&T's long-term unsecured debt rating, while the base rate would be the greater of 0.00% or the LIBOR margin minus 1.00%. The borrower was obligated to pay a commitment fee of 0.070%, 0.080%, 0.100% or 0.125% per annum of the amount of lender commitments, depending on AT&T's debt rating. If the borrower's unsecured long-term debt ratings were split by S&P, Moody’s and Fitch, the margin and fee would be determined by the highest of the three, except when when the lowest was more than one below, it which case it would be one level above the lowest rating. At the time of signing, AT&T's unsecured long-term debt was rated BBB by S&P, Baa2 by Moody’s and A- by Fitch, making the LIBOR margin 1.025%, the base rate margin 0.025%, and the commitment fee 0.100%. The borrower had the option to request the facility be increased, so long as the aggregate between it and another $7.5 billion USD RCF signed the same day did not exceed $17 billion USD. The RCF carried a financial ratio covenant requiring AT&T to maintain, as of the last day of each fiscal quarter, a ratio of not more than 3.5 to 1 of: a) 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 minus some cash to b) 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 adjustments. Events of default would result in the possibility of acceleration of required payment and increase the margin by 2.00% per annum. BOC and ICBC each contributed $275,000,000 USD to the RCF. Record ID#107992 captures BOC's contribution. Record ID#107993 captures ICBC's contribution. This RCF was an amendment-and-restatement of the $7.5 billion USD December 11, 2018 RCF, which it replaced (refinanced). The proceeds of the 2020 RCF were to be used by the borrower for general corporate purposes. As of December 31, 2020, there were no amounts outstanding under the RCF. On June 4, 2021, the lending syndicate entered into an agreement with the borrower for the $7.5 billion USD RCF; the amendment carved out DIRECTV Entertainment Holdings LLC and its subsidiaries after the closing of the transaction, permitted certain liens that may be incurred in connection with the transaction, and amended the net debt-to-EBITDA financial ratio from 3.5 to 1.0 to 4.0 to 1.0 for any fiscal quarter ended on or before the last day of the eighth fiscal quarter ending after the transaction closing date and 3.5 to 1 for any fiscal quarter thereafter. As of December 31, 2021, there were no amounts outstanding under the RCF. Then, on November 18, 2022, a syndicate of 33 banks — including the New York Branch of BOC and the New York Branch of ICBC — entered into a $12,000,000,000.00 USD syndicated RCF agreement with AT&T Inc. for refinancing and general corporate purposes. The RCF carried a maturity period of five years and a final maturity date of November 18, 2027, albeit with two one-year extension options if over 50% of the facility agreed to extend the RCF. This RCF was available for drawdown in U.S. dollars, euros, and British pound sterling. U.S. dollar borrowings under the RCF carried a variable interest rate based on, at the borrower's discretion, an annual base rate (the highest of the base rate of Citibank, 0.50% per annum above the Federal funds rate, and one-month Term SOFR (SOFR plus 0.10% adjustment) plus 1.00%), or Term SOFR (SOFR plus 0.10%) for a period of one, three, or six months, plus an applicable margin. Euro borrowings carried a variable interest rate based on EURIBOR plus an applicable margin. British pound borrowings carried a variable interest rate based on SONIA plus an applicable margin. The margin for Term SOFR, EURIBOR, and SONIA would equal 0.690%, 0.930%, 1.045% or 1.150% per annum depending on AT&T's long-term unsecured debt rating, while base rate borrowings would carry be the greater of 0.00% or the Term SOFR margin minus 1.00%. The borrower was obligated to pay a commitment fee of 0.060%, 0.070%, 0.080%, or 0.100% per annum of the amount of lender commitments, depending on AT&T's debt rating. If the borrower's unsecured long-term debt ratings were split by S&P, Moody’s and Fitch, the margin and fee would be determined by the highest of the three, except when when the lowest was more than one below, it which case it would be one level above the lowest rating. At the time of signing, AT&T's unsecured long-term debt was rated BBB by S&P, Baa2 by Moody’s and BBB+ by Fitch, making the Term SOFR, EURIBOR, and SONIA margins 1.045% (SOFR being 1.045% plus the 0.10% adjustment), the base rate margin 0.045%, and the commitment fee 0.080%. The borrower had the option to request the facility be increased up to $14 billion USD. The RCF carried a financial ratio covenant requiring AT&T to maintain, as of the last day of each fiscal quarter, a ratio of not more than 3.75 to 1 of: a) 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 minus some cash to b) 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 adjustments. Events of default would result in the possibility of acceleration of required payment and increase the margin by 2.00% per annum. BOC and ICBC each contributed $425,000,000 USD to the RCF. Record ID#107994 captures BOC's contribution. Record ID#107995 captures ICBC's contribution. In addition to BOC and ICBC, the following lenders contributed the respective amounts to the loan syndicate: Citibank, N.A. ($550,000,000 USD), JPMorgan Chase Bank, N.A. ($550,000,000 USD), Bank of America, N.A. ($550,000,000 USD), Barclays Bank PLC ($550,000,000 USD), the New York Branch of Deutsche Bank AG ($550,000,000 USD), Mizuho Bank, Ltd. ($550,000,000 USD), Wells Fargo Bank, National Association ($550,000,000 USD), the New York Branch of Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) ($425,000,000 USD), the New York Branch of Banco Santander, S.A. ($425,000,000 USD), BNP Paribas S.A. ($425,000,000 USD), the New York Branch of Commerzbank AG ($425,000,000 USD), the New York Branch of Credit Suisse AG ($425,000,000 USD), Goldman Sachs Bank USA ($425,000,000 USD), HSBC Bank USA, National Association ($425,000,000 USD), MUFG Bank, Ltd. ($425,000,000 USD), Royal Bank of Canada (RBC) ($425,000,000 USD), Société Générale S.A. (SocGen) ($425,000,000 USD), Sumitomo Mitsui Banking Corporation (SMBC) ($425,000,000 USD), The Bank of Nova Scotia (Scotiabank) ($425,000,000 USD), the New York Branch of The Toronto-Dominion Bank ($425,000,000 USD), Morgan Stanley Senior Funding, Inc. ($275,000,000 USD), Morgan Stanley Bank, N.A. ($150,000,000 USD), the New York Branch of Intesa Sanpaolo S.p.A. ($150,000,000 USD), Standard Chartered Bank plc ($150,000,000 USD), The Bank of New York Mellon ($150,000,000 USD), Truist Bank ($150,000,000 USD), U.S. Bank National Association ($150,000,000 USD), Australia and New Zealand Banking Group Limited (ANZ) ($150,000,000 USD), the New York Branch of Canadian Imperial Bank of Commerce (CIBC) ($150,000,000 USD), PNC Bank, National Association ($150,000,000 USD), and Regions Bank ($150,000,000 USD). Citibank served as the administrative agent. Citibank, JPMorgan Chase Bank, Barclays Bank, BofA Securities, Inc., Deutsche Bank Securities Inc., Mizuho Bank, and Wells Fargo Securities, LLC served as joint lead arrangers and joint bookrunners. JPMorgan Chase Bank served as the syndication agent. Bank of America, Barclays Bank, Deutsche Bank Securities Inc., Mizuho Bank, and Wells Fargo Bank, National Association served as documentation agents. This RCF was an amendment-and-restatement of the $7.5 billion USD November 17, 2020, which it replaced (refinanced); that RCF was terminated upon entry of the new one. The proceeds of the 2022 RCF were to be used by the borrower for general corporate purposes. As of December 31, 2022, there were no amounts outstanding under the RCF. In November 2023, the lending syndicate entered into an amendment for the $12 billion USD RCF; in the amendment, the lenders extended the maturity period of the RCF by one year — for a new maturity period of six years — to be due November 18, 2028, per the first extension option. Record ID#107996 captures BOC's contribution to this debt rescheduling. Record ID#107997 captures ICBC's contribution to this debt rescheduling. As of December 31, 2023, there were no amounts outstanding under the RCF. In November 2024, the lending syndicate entered into an amendment for the $12 billion USD RCF; in the amendment, the lenders extended the maturity period of the RCF by one year — for a new maturity period of seven years — to be due November 18, 2029, per the second extension option. Record ID#107998 captures BOC's contribution to this debt rescheduling. Record ID#107999 captures ICBC's contribution to this debt rescheduling. As of December 31, 2024, there were no amounts outstanding under the RCF.