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Overview

ICBC contributes $12 million USD to $4 billion 364-day bridge loan facility to CVS Health Corporation for the acquisition of Aetna in 2017 (Linked to Record ID#108086, #108087 and #108085)

Commitments (Constant USD, 2023)$12,075,556
Commitment Year2018Country of ActivityUnited StatesDirect Recipient Country of IncorporationUnited StatesSectorHealthFlow TypeLoan

Status

Project lifecycle

Completion

Pipeline: PledgePipeline: CommitmentImplementationCompletion

Timeline

Key dates

Commitment date
Oct 26, 2018
End (actual)
Nov 1, 2018
Last repayment (originally scheduled)
Oct 26, 2019

Stakeholders

Organizations involved in projects and activities supported by financial and in-kind transfers from Chinese government and state-owned entities

Ultimate beneficial owners

At least 25% host country ownership

Funding agencies

State-owned Commercial Banks

  • Industrial and Commercial Bank of China (ICBC)

Cofinancing agencies

Private Sector

  • Banco Santander, S.A. (Santander Group) (formerly Banco Santander Central Hispano, S.A.)
  • Bank of America, N.A.
  • Bank of New York Mellon Corporation (BNY Mellon)
  • Barclays Bank PLC
  • Clear Spring Life and Annuity Company (formerly Guggenheim Life and Annuity Company)
  • Fifth Third Bank
  • Goldman Sachs Bank USA
  • Goldman Sachs Lending Partners LLC (GSLP)
  • JPMorgan Chase Bank, N.A. (Chase Bank, formerly the Chase Manhattan Bank)
  • KeyBank National Association
  • Mizuho Bank, Ltd.
  • MUFG Bank, Ltd. (Formerly Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU))
  • PNC Bank, National Association
  • Royal Bank of Canada (RBC)
  • Sumitomo Mitsui Banking Corporation (SMBC)
  • SunTrust Bank
  • Toronto-Dominion Bank (TD Bank Group)
  • U.S. Bank National Association
  • Wells Fargo Bank N.A.

State-owned Commercial Banks

  • Bank of China (BOC)

Receiving agencies

Private Sector

  • CVS Health Corporation

Loan description

ICBC and BoC contribution to $4 billion 364-day bridge loan facility to CVS Health Corporation for the acquisition of Aetna in 2017

Interest rate (t₀)4.40175%Interest typeVariable Interest RateMaturity1 years

Narrative

Full Description

Project narrative

On December 3, 2017, CVS Health Corporation and a few banks signed a bridge loan agreement. There's no Chinese bank involvement. On December 15, 2017, financial close was reached on a joinder deal in which a syndicate of 22 banks — including Bank of China and ICBC — entered into a $44,000,000,000 USD bridge loan agreement with CVS Health Corporation — a U.S.-based retail pharmacy and healthcare company — for the acquisition of Aetna Inc., a major American health insurance provider. The maturity of the loan is 364 days, and the interest rate was LIBOR plus an applicable margin. The proceeds were used by the borrower to temporarily finance the acquisition of Aetna Inc., providing CVS Health Corporation with immediate liquidity pending the permanent financing and integration of Aetna into its business operations. While Bank of China contributed $132,000,000 USD (Record ID#108085) and ICBC contributed $132,000,000 USD to this bridge facility (Record ID#108086), the following lenders also participated: Barclays Bank PLC ($12,100,000,000 USD), Goldman Sachs Bank USA ($2,750,000,000 USD), Goldman Sachs Lending Partners LLC ($9,350,000,000 USD), Bank of America, N.A. ($5,445,000,000 USD), Merrill Lynch, Pierce, Fenner & Smith Incorporated ($0 USD, Joint Lead Arranger and Joint Bookrunner), JPMorgan Chase Bank, N.A. ($3,522,000,000 USD), Wells Fargo Bank, N.A. ($3,522,000,000 USD), The Bank of New York Mellon ($840,000,000 USD), The Bank of Tokyo-Mitsubishi UFJ, Ltd. ($840,000,000 USD), Mizuho Bank, Ltd. ($840,000,000 USD), Royal Bank of Canada ($840,000,000 USD), SunTrust Bank ($840,000,000 USD), U.S. Bank National Association ($840,000,000 USD), Fifth Third Bank ($355,000,000 USD), KeyBank National Association ($355,000,000 USD), PNC Bank, National Association ($355,000,000 USD), Banco Santander, S.A., New York Branch ($355,000,000 USD), Sumitomo Mitsui Banking Corporation ($355,000,000 USD), The Toronto-Dominion Bank, New York Branch ($132,000,000 USD), and Guggenheim Life and Annuity Company ($100,000,000 USD). On October 26, 2018, financial close was reached on a deal in which a syndicate of 21 banks — including Bank of China and ICBC — entered into a $4,000,000,000 USD bridge loan agreement with CVS Health Corporation — a U.S.-based retail pharmacy and healthcare company — for the acquisition of Aetna Inc., a major American health insurance company. The maturity of the loan is 364 days and the interest rate was LIBOR plus an applicable margin. The proceeds were used by the borrower to provide short-term financing for the strategic acquisition of Aetna Inc., enabling CVS Health Corporation to finalize the acquisition process and integrate Aetna’s insurance capabilities with its retail pharmacy operations. While Bank of China contributed $12,000,000 USD (Record ID#108087) and ICBC contributed $12,000,000 USD to this bridge loan (Record ID#108088), the following lenders also participated: Barclays Bank PLC ($1,100,000,000.04 USD), Goldman Sachs Bank USA ($250,000,000.00 USD), Goldman Sachs Lending Partners LLC ($850,000,000.00 USD), Bank of America, N.A. ($495,000,000.00 USD), JPMorgan Chase Bank, N.A. ($320,181,818.18 USD), Wells Fargo Bank, N.A. ($320,181,818.18 USD), MUFG Bank, Ltd. ($76,363,636.36 USD), Mizuho Bank, Ltd. ($76,363,636.36 USD), Royal Bank of Canada ($76,363,636.36 USD), SunTrust Bank ($76,363,636.36 USD), U.S. Bank National Association ($76,363,636.36 USD), The Bank of New York Mellon ($76,363,636.36 USD), Fifth Third Bank ($32,272,727.27 USD), KeyBank National Association ($32,272,727.27 USD), PNC Bank, National Association ($32,272,727.27 USD), Banco Santander, S.A., New York Branch ($32,272,727.27 USD), Sumitomo Mitsui Banking Corporation ($32,272,727.27 USD), The Toronto-Dominion Bank New York Branch ($12,000,000.00 USD), and Guggenheim Life and Annuity Company ($9,090,909.09 USD).

Staff comments

1. The original loan agreement text can be accessed at https://contracts.justia.com/companies/cvs-373/contract/283755/ The dropbox link for the 2018 loan is available via: https://www.dropbox.com/scl/fi/lvjwsqchlbpa0ssd626yn/Source_ID_218202.pdf?rlkey=6t9wd5k39njqsunn4u9b3yx79&st=7yl9rtk4&dl=0 2. CVS Health Corporation is an American healthcare company headquartered in Woonsocket, Rhode Island. It owns CVS Pharmacy, one of the largest pharmacy chains in the U.S., and operates health insurance services through Aetna, pharmacy benefit managers, and retail clinics. 3. AidData estimates the interest rate by adding the 6-month average LIBOR rate in October 2018 and an applicable margin based on credit ratings (BBB rating). The contract features a tiered interest: through closing day to 89th day (1.25%), 90th to 179th day (1.5%), 180th to 269th day (1.75%) and after 270th day (2%). AidData estimates the interest by taking the average interest of these four tiers (1.625%). 4. The original 2017 merger agreement is available via: https://d18rn0p25nwr6d.cloudfront.net/CIK-0000064803/ea29b36a-13a0-4145-b930-855e0d4fcea6.pdf The dropbox link for the 2017 merger agreement: https://www.dropbox.com/scl/fi/52pw8xie05ww4npg0kw3f/Source_ID_218193.pdf?rlkey=bwfhvxhooik0kcl4uw4hdnegm&st=iy8ceemu&dl=0