Bank of China contributes to a $5 billion USD syndicated revolving credit facility to QUALCOMM for refinancing, working capital, capital expenditures, and general corporate purposes

Project narrative

On February 18, 2015, a syndicate of 16 banks — including the Los Angeles Branch of the Bank of China (BOC) — entered into a $4.0 billion USD syndicated senior unsecured revolving credit facility (RCF) agreement with QUALCOMM Incorporated — an American multinational semiconductor, software, and communications corporation incorporated in Delaware and headquartered in San Diego, California and listed on Nasdaq Stock Market — for working capital, capital expenditures, and general corporate purposes. The RCF carried a maturity period of five years and a final maturity date of February 18, 2020. Borrowings under the RCF carried a variable interest rate, at the borrower's discretion, of either LIBOR or a base rate (the highest of the Federal Funds Rate plus 0.50%, Bank of America's prime rate, LIBOR plus 1.00%, or 0.00%) plus an initial margin of 0.700% per annum for LIBOR or 0.000% for base rate, and then varying based upon the long-term unsecured senior, non-credit enhanced debt ratings of the borrower by Standard & Poor’s Financial Services LLC and Moody’s Investors Service, Inc. The facility featured a commitment fee based on the daily amount of the aggregate commitments of the lenders, initially at 0.050% per annum and thereafter varying based on the debt ratings. The RCF was available for drawdown in U.S. dollars, euros, British pounds sterling, and Japanese yen. The RCF included a $250,000,000 USD letter of credit sublimit. The RCF featured negative covenants limiting the borrower's ability to incur liens and a financial covenant requiring it to maintain a ratio of consolidated earnings before interest, taxes, depreciation and amortization to consolidated interest expense of not less than 3.00 to 1.00 at the end of each fiscal quarter. The proceeds of the RCF were to be used by the borrower for working capital, capital expenditures, and other general corporate purposes. Record ID#108120 captures BOC's contribution. As of September 27, 2015, no amounts were outstanding under the RCF. As of September 25, 2016, no amounts were outstanding under the RCF. On November 8, 2016, a syndicate of 14 banks — including the Los Angeles Branch of BOC — entered into a $5.0 billion USD syndicated unsecured RCF agreement with QUALCOMM for refinancing, working capital, capital expenditures, and general corporate purposes. The RCF carried a maturity period of five years and a final maturity date of November 8, 2021 for $4.47 billion USD of it ($530 million USD would still mature on February 18, 2020, likely representing the contributions of the two 2015 lenders that did not participate in this loan). Borrowings under the RCF carried a variable interest rate, at the borrower's discretion, of either LIBOR or a base rate (the highest of the Federal Funds Rate plus 0.50%, Bank of America's prime rate, LIBOR plus 1.00%, or 0.00%) plus an initial margin of 0.700% per annum for LIBOR or 0.000% for base rate, and then varying based upon the long-term unsecured senior, non-credit enhanced debt ratings of the borrower by Standard & Poor’s Financial Services LLC and Moody’s Investors Service, Inc. The facility featured a commitment fee based on the daily amount of the aggregate commitments of the lenders, initially at 0.050% per annum and thereafter varying based on the debt ratings. The RCF was available for drawdown in U.S. dollars, euros, British pounds sterling, and Japanese yen. The RCF featured negative covenants limiting the borrower's ability to incur liens and a financial covenant requiring it to maintain a ratio of consolidated earnings before interest, taxes, depreciation and amortization to consolidated interest expense of not less than 3.00 to 1.00 at the end of each fiscal quarter. The RCF amended-and-restated (replaced) the 2015 RCF. The proceeds of the 2016 RCF were to be used by the borrower for working capital, capital expenditures, and other general corporate purposes. Record ID#108127 captures BOC's contribution. In addition to BOC, the following lenders contributed to the loan syndicate: Bank of America, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, Barclays Bank PLC, Citibank, N.A., the New York Branch of Deutsche Bank AG, Mizuho Bank, Ltd., BTMU, Wells Fargo Bank, National Association, BNP Paribas, Sumitomo Mitsui Banking Corporation (SMBC), U.S. Bank National Association, and Lloyds Bank PLC. Bank of America served as administrative agent, swing line lender, and letter of credit issuer. Goldman Sachs Bank USA and JPMorgan Chase Bank served as co-syndication agents. Goldman Sachs Bank USA, JPMorgan Chase Bank, and Bank of America Merrill Lynch served as joint lead arrangers and joint bookrunners. As of September 24, 2017, no amounts were outstanding under the RCF. As of September 30, 2018, no amounts were outstanding under the RCF. As of September 29, 2019, no amounts were outstanding under the RCF. As of September 27, 2020, no amounts were outstanding under the RCF. On December 8, 2020, a syndicate of 14 banks — including the Los Angeles Branch of BOC — entered into a $4.47 billion USD syndicated senior unsecured RCF agreement with QUALCOMM for refinancing, working capital, capital expenditures, and general corporate purposes. The RCF carried a maturity period of five years and a final maturity date of December 8, 2025. Borrowings under the RCF carried a variable interest rate, at the borrower's discretion, of either LIBOR or a base rate (the highest of the Federal Funds Rate plus 0.50%, Bank of America's prime rate, LIBOR plus 1.00%, or 0.00%) plus an initial margin of 0.805% per annum for LIBOR or 0.000% for base rate, and then varying based upon the long-term unsecured senior, non-credit enhanced debt ratings of the borrower by Standard & Poor’s Financial Services LLC and Moody’s Investors Service, Inc. The facility featured a commitment fee based on the daily amount of the aggregate commitments of the lenders, initially at 0.070% per annum and thereafter varying based on the debt ratings. The RCF was available for drawdown in U.S. dollars, euros, British pounds sterling, and Japanese yen. The RCF featured negative covenants limiting the borrower's ability to incur liens and a financial covenant requiring it to maintain a ratio of consolidated earnings before interest, taxes, depreciation and amortization to consolidated interest expense of not less than 3.00 to 1.00 at the end of each fiscal quarter. The RCF amended-and-restated (replaced) the 2016 RCF, which was terminated with no outstanding borrowings at the time of termination. The proceeds of the 2020 RCF were to be used by the borrower for working capital, capital expenditures, and other general corporate purposes. Record ID#108128 captures BOC's contribution. As of September 26, 2021, no amounts were outstanding under the RCF. As of September 25, 2022, no amounts were outstanding under the RCF. As of September 24, 2023, no amounts were outstanding under the RCF. On August 8, 2024, a syndicate of 15 banks — including the Los Angeles Branch of BOC — entered into a $4.0 billion USD syndicated senior unsecured RCF agreement with QUALCOMM for refinancing, working capital, capital expenditures, and general corporate purposes. The RCF carried a maturity period of five years and a final maturity date of August 8, 2029. Borrowings under the RCF carried a variable interest rate, at the borrower's discretion, of either Term SOFR (SOFR plus 0.10%) or a base rate (the highest of the Federal Funds Rate plus 0.50%, Bank of America's prime rate, Term SOFR plus 1.00%, or 1.00%) plus an initial margin of 0.81% per annum (plus 0.10% for the Term SOFR adjustment) for LIBOR or 0.000% for base rate, and then varying based upon the long-term unsecured senior, non-credit enhanced debt ratings of the borrower by Standard & Poor’s Financial Services LLC and Moody’s Investors Service, Inc. The facility featured a commitment fee based on the daily amount of the aggregate commitments of the lenders, initially at 0.065% per annum and thereafter varying based on the debt ratings. The RCF was available for drawdown in U.S. dollars, euros, British pounds sterling, and Japanese yen. The RCF featured negative covenants limiting the borrower's ability to incur liens and a financial covenant requiring it to maintain a ratio of consolidated earnings before interest, taxes, depreciation and amortization to consolidated interest expense of not less than 3.00 to 1.00 at the end of each fiscal quarter. The RCF amended-and-restated (replaced) the 2020 RCF, which was terminated with no outstanding borrowings at the time of termination. The proceeds of the 2024 RCF were to be used by the borrower for working capital, capital expenditures, and other general corporate purposes. Record ID#108129 captures BOC's contribution. As of September 29, 2024, no amounts were outstanding under the RCF.