Bank of China contributes $15 million USD to a $455 million USD syndicated loan to Trunkline LNG Holdings for refinancing purposes (Linked to Record ID#108064)

Project narrative

On March 15, 2007, a syndicate of 24 lenders (23 banks) — including the New York Branch of Bank of China (BOC) and the New York Branch of Bank of Communications (BoComm) — entered into a $455,000,000 USD syndicated term loan facility agreement with Trunkline LNG Holdings, LLC (TLNG Holdings) — a Delaware-incorporated special purpose vehicle (SPV) that owns and operates two large diameter pipelines extending approximately 1,400 miles from the Gulf Coast areas of Texas and Louisiana through Arkansas, Mississippi, Tennessee, Kentucky, Illinois and Indiana to a point on the Indiana-Michigan border and is an indirect wholly-owned subsidiary of Panhandle Eastern Pipe Line Company, LP (PEPL), a Delaware-incorporated natural gas pipeline company headquartered in Houston, Texas and an indirect wholly-owned subsidiary of Southern Union Company, a Delaware-incorporated natural gas utility and energy resources company based in Houston, Texas — for refinancing purposes. This loan carried a maturity period of five years and a final maturity date of March 13, 2012. PEPL and Trunkline LNG Company, LLC — a Delaware-incorporated SPV and direct wholly-owned subsidiary of Trunkline LNG Holdings that owns and operates a liquefied natural gas terminal in Lake Charles, Louisiana — issued guarantees for this loan facility. Borrowings carried a variable interest rate at the borrower's discretion of LIBOR or an alternate base rate (the greater of the prime rate or 0.50% plus per annum above the Federal Funds Rate) plus an applicable margin dependent on the ratings of PEPL's unsecured, non-credit enhanced senior funded debt ranging from 0.350% for LIBOR loans and 0% for base rate loans if equal or higher to Baa1 from Moody's or BBB+ from S&P's to 1.125% for LIBOR and 0.125% for base rate if below Ba1 from Moody's or BB+ from S&P's. As the rating was Baa3 and BBB- at signing, the LIBOR margin was 0.625% and the base rate margin was 0%. The proceeds were to be used to repay approximately $455 million USD of existing indebtedness of TLNG Holdings and PEPL, including full repayment of an $255.6 million USD credit agreement dated April 26, 2005 and to make a distribution to Panhandle Eastern to be used to repay in full the $200 million USD Panhandle Eastern 2.75% Senior Notes dated March 12, 2004. BOC contributed $15,000,000 USD, as captured by Record ID#108063, and BoComm contributed $5,000,000 USD, as captured by Record ID#108064. In addition to BOC and BoComm, the following lenders contributed to the loan syndicate: the New York Branch of Bayerische Hypo- und Vereinsbank AG ($29,250,000 USD), Wachovia Bank, National Association ($29,250,000 USD), Bank of America, N.A. ($26,500,000 USD), the New York Branch of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU) ($26,500,000 USD), the New York Branch of Bayerische Landesbank (BayernLB) ($26,500,000 USD), the Cayman Islands Branch of Credit Suisse AG ($26,500,000 USD), Goldman Sachs Credit Partners L.P. ($26,500,000 USD), Mizuho Corporate Bank, Ltd. (MHCB) ($26,500,000 USD), JPMorgan Chase Bank, N.A. ($21,500,000 USD), KBC Bank N.V. ($21,500,000 USD), Royal Bank of Canada (RBC) ($21,500,000 USD), SunTrust Bank ($21,500,000 USD), Union Bank of California, N.A. ($21,500,000 USD), Bank Hapoalim B.M. ($15,000,000 USD), the New York and Grand Cayman Branches of Commerzbank AG ($15,000,000 USD), the New York Agency of First Commercial Bank ($15,000,000 USD), National Bank of Egypt ($15,000,000 USD), PNC Bank, National Association ($15,000,000 USD), Wells Fargo Bank, National Association ($15,000,000 USD), the Los Angeles Branch of The Bank of East Asia, Ltd. (BEA) ($10,000,000 USD), and UMB Bank, N.A. ($10,000,000 USD). The New York Branch of Bayerische Hypo- und Vereinsbank served as the administrative agent. UniCredit Markets & Investment Banking, acting through Bayerische Hypo- und Vereinsbank, and Wachovia Capital Markets, LLC acted as the joint book managers and the joint lead arrangers. The New York Branch of BTMU and Wachovia Bank served as the documentation agents. Bank of America acted as the syndication agent. As of December 31, 2007, the loan was fully drawn and had a balance of $455 million USD. As of December 31, 2008, the loan had a balance of $455 million USD. As of December 31, 2009, the loan had a balance of $455 million USD. As of December 31, 2010, the loan had a balance of $455 million USD. As of December 31, 2011, the loan had a balance of $455 million USD. On February 23, 2012, a syndicate of banks — not including BOC or BoComm — entered into a $455 million USD term loan facility with TLNG Holdings to refinance the 2007 $455 million USD loan.