Narrative
Full Description
Project narrative
On February 1, 2022, a syndicate of 22 banks — including the Chicago Branch of the Bank of China (BOC) — entered into a $3,500,000,000.00 USD syndicated revolving credit facility (RCF) agreement with Constellation Energy Generation, LLC — a Pennsylvania-incorporated wholly-owned subsidiary of Pennsylvania-incorporated Constellation Energy Corporation, an American energy utility company listed on the Nasdaq Stock Exchange and headquartered in Baltimore, Maryland that was the same day spun-off from Exelon — for refinancing purposes and to support commercial paper issuances. The RCF carried a maturity period of five years, with one-year extension options, and a final maturity date of February 1, 2027 and a variable interest rate based on SOFR (either Daily Simple SOFR, which is SOFR plus 27.5 basis points (bps), or Term SOFR, which is SOFR plus 27.5 bps) plus an applicable margin ranging from 1.000% to 2.000% based on the borrower's debt rating and a commitment fee ranging from 0.125% to 0.500% based on the debt rating. The initial margin was 1.275% and the fee was 0.225%. The RCF included a sublimit for letter of credit issuances of $2,500,000,000.00 USD and options to reduce and increase the commitments. The RCF included a financial covenant mandating the borrower maintain a consolidated leverage ratio (consolidated indebtedness, divided by consolidated earnings before interest, taxes, amortization, depreciation and amortization (EBITDA) not to exceed 3.50 to 1.00, calculated on the basis of the trailing four fiscal quarters. The proceeds of the RCF were used by the borrower to replace a $5.3 billion USD credit agreement originally dated March 23, 2011 and to support commercial paper issuances and requirements for letters of credit. BOC contributed $90,000,000.00 USD to the loan syndicate. In addition to BOC, the following lenders contributed to the loan syndicate: JPMorgan Chase Bank, N.A. ($205,000,000.00 USD), Bank of America, N.A. ($205,000,000.00 USD), Barclays Bank PLC ($205,000,000.00 USD), BNP Paribas S.A. ($205,000,000.00 USD), Citibank, N.A. ($205,000,000.00 USD), Crédit Agricole Corporate and Investment Bank (CACIB) ($205,000,000.00 USD), the New York Branch of Credit Suisse AG ($205,000,000.00 USD), Goldman Sachs Bank USA ($205,000,000.00 USD), Morgan Stanley Bank, N.A. ($105,000,000.00 USD), Morgan Stanley Senior Funding, Inc. ($100,000,000.00 USD), Royal Bank of Canada (RBC) ($205,000,000.00 USD), The Bank of Nova Scotia (Scotiabank) ($205,000,000.00 USD), Mizuho Bank, Ltd. ($159,000,000.00 USD), MUFG Bank, Ltd. ($159,000,000.00 USD), PNC Bank, National Association ($159,000,000.00 USD), Sumitomo Mitsui Banking Corporation (SMBC) ($159,000,000.00 USD), Truist Bank ($159,000,000.00 USD), the New York Branch of Banco Santander, S.A. ($90,000,000.00 USD), M&T Bank ($90,000,000.00 USD), The Huntington National Bank ($90,000,000.00 USD), and The Northern Trust Company ($90,000,000.00 USD). JPMorgan Chase Bank served as administrative agent. Bank of America, Barclays Bank, BNP Paribas Securities Corp., Citibank, CACIB, the New York Branch of Credit Suisse, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, RBC, and Scotiabank served as co-documentation agents. JPMorgan Chase Bank, BofA Securities, Inc., Barclays Bank, BNP Paribas Securities Corp., Citibank, CACIB, the New York Branch of Credit Suisse, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, RBC, and Scotiabank served as joint lead arrangers and joint bookrunners. As of December 31, 2022, the RCF was not drawn down, but there were $765 million USD of outstanding letters of credit. As of December 31, 2023, the RCF was not drawn down, but there were $60 million USD of outstanding letters of credit and $1.107 billion USD of outstanding commercial paper.
Staff comments
1. The full loan agreement is accessible via https://www.sec.gov/Archives/edgar/data/1168165/000186827522000020/ceg-20211231x10kxexh1010.htm The dropbox link for the agreement can be added via https://www.dropbox.com/scl/fi/4bt5r1ndasxtiqrrg9ubv/Source_ID_217970.pdf?rlkey=q8uf3evo2dgck5izo72b2q1a3&st=0tg3l0hl&dl=0