Bank of China contributes $275 million USD to a five-year 2018 $7.5 billion USD syndicated revolving credit facility to AT&T Inc. for general corporate purposes (Linked to Record ID#108007)

Project narrative

On December 11, 2018, a syndicate of 31 banks — including the New York Branch of the Bank of China (BOC) and the New York Branch of the Industrial and Commercial Bank of China (ICBC) — entered into a $7,500,000,000 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 general corporate purposes. The RCF carried a maturity period of five years and a final maturity date of December 11, 2023, 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%, 0.920%, 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#108007 captures BOC's contribution. Record ID#108008 captures ICBC's contribution. In addition to BOC and ICBC, the following lenders contributed the respective amounts to the loan syndicate: Citibank, N.A. ($362,500,000 USD), JPMorgan Chase Bank, N.A. ($362,500,000 USD), Bank of America, N.A. ($362,500,000 USD), Barclays Bank PLC ($362,500,000 USD), the New York Branch of Deutsche Bank AG ($362,500,000 USD), Mizuho Bank, Ltd. ($362,500,000 USD), The Bank of Nova Scotia (Scotiabank) ($275,000,000 USD), the New York Branch of Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) ($275,000,000 USD), BNP Paribas S.A. ($275,000,000 USD), the New York Branch of Commerzbank AG ($275,000,000 USD), the Cayman Islands Branch of Credit Suisse AG ($275,000,000 USD), Goldman Sachs Bank USA ($275,000,000 USD), HSBC Bank USA, National Association ($275,000,000 USD), Morgan Stanley Bank, N.A. ($275,000,000 USD), MUFG Bank, Ltd. ($275,000,000 USD), Royal Bank of Canada (RBC) ($275,000,000 USD), the New York Branch of Banco Santander, S.A. ($275,000,000 USD), Sumitomo Mitsui Banking Corporation (SMBC) ($275,000,000 USD), Société Générale S.A. (SocGen) ($275,000,000 USD), the New York Branch of The Toronto-Dominion Bank ($275,000,000 USD), Wells Fargo Bank, National Association ($275,000,000 USD), The Bank of New York Mellon ($100,000,000 USD), the New York Branch of Intesa Sanpaolo S.p.A. ($100,000,000 USD), Standard Chartered Bank plc ($100,000,000 USD), SunTrust Bank ($100,000,000 USD), U.S. Bank National Association ($100,000,000 USD), Australia and New Zealand Banking Group Limited (ANZ) ($50,000,000 USD), the New York Branch of Canadian Imperial Bank of Commerce (CIBC) ($50,000,000 USD), and Regions Bank ($50,000,000 USD). Citibank served as the administrative agent. Citibank, JPMorgan Chase Bank, Barclays Bank, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Bank, and Deutsche Bank Securities Inc. served as joint lead arrangers and joint bookrunners. JPMorgan Chase Bank acted as the syndication agent. Bank of America, Barclays Bank, Mizuho Bank, and Deutsche Bank Securities Inc. served as documentation agents. 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. On November 17, 2020, the lending syndicate entered into another amendment with the borrower for the $7.5 billion USD RCF, in which the certain events of default were amended. As of December 31, 2020, there were no amounts outstanding under the RCF. On June 4, 2021, the lending syndicate entered into another amendment agreement with the borrower for the $7.5 billion USD RCF, in which DIRECTV Entertainment Holdings LLC and its subsidiaries were carved out from the agreement, certain liens that may be incurred in connection with the transaction permitted, and the net debt-to-EBITDA financial ratio amended 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. In November 2022, AT&T Inc. terminated the RCF.