ICBC contributes to a $3.009 billion USD syndicated loan for the John F. Kennedy International Airport Terminal 6 Redevelopment Project (Linked to Record ID#108149)

Project narrative

On November 1, 2022, financial close was reached on a deal in which a syndicate of 12 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 $3,009,000,000 USD non-recourse syndicated senior secured loan agreement with New York Transportation Development Corporation (TDC) — a corporation under the State of New York — conduit lender (on-lender) — as conduit issuer (on-lender) and JFK Millennium Partners, LLC (JMP) — a Delaware-incorporated special purpose vehicle (SPV) wholly-owned subsidiary of Delaware-incorporated JFK Millennium Partners Holdings LLC, which was jointly owned by Vantage Airport Fund Aggregator, L.P., a Delaware-incorporated firm controlled by Vantage Airport Group Ltd., a Vancouver, Canada-based airport investor, developer, and manager company incorporated in British Columbia and wholly-owned subsidiary of Corsair Infrastructure Partners L.P. (CIP), a Cayman Islands-incorporated company and the global infrastructure investment business of Corsair Capital, LLC, a Delaware-incorporated American private equity firm (45% equity stake), ATI Javelin Holdings, LP, a Delaware-incorporated fund wholly-owned and controlled by American Triple I Holdings LLC (ATI), a Delaware-incorporated American investor of infrastructure assets and infrastructure (30% equity stake), RXR JFK MP Holdings Member LLC, a Delaware-incorporated wholly-owned subsidiary of RXR Realty LLC, a Delaware-incorporated New York City-headquartered real estate and infrastructure developer (20% equity stake) and JetBlue Airways Corporation, a Delaware-incorporated American major airline (5% equity stake) — for the John F. Kennedy International Airport Terminal 6 Redevelopment Project. The loan consisted of a $3.001 billion USD construction term loan and a $8 million USD security deposit facility. The loan carried a maturity period of seven years, a final maturity date of November 17, 2029, and an interest rate based on a variable rate based on SOFR plus a margin ranging from 2.25% to 2.75%. This loan was secured by (i.e. collateralized against) Series 2022A Building Note, the TDC Bank Debt Building Note, Series 2022A Project Note, the TDC Bank Debt Project Note and the TDC Security Deposit Project Note as charged by JFK Millennium Partners, LLC. The Bank of New York Mellon served as senior collateral agent. Financial close was achieved on November 18, 2022 as part of a $3.435 billion USD debt package, of which $435 million USD was from issuance of seven-year series 2022A tax-exempt bond as arranged by RBC Capital Markets. Record ID#108149 captures BOC's contribution. Record ID#108164 captures ICBC's contribution. In addition to BOC and ICBC, the following lenders contributed to the loan syndicate: ING Capital LLC, JPMorgan Chase Bank, N.A., Keybank National Association, the New York Branch of Landesbank Baden-Württemberg (LBBW), Mizuho Bank, Ltd., MUFG Bank Ltd, The Bank of Nova Scotia (Scotiabank), Standard Chartered Bank plc, Sumitomo Mitsui Banking Corporation (SMBC), and Siemens Financial Services, Inc. (SFS). ING Capital served as administrative agent. ING Capital, KeyBank, MUFG Bank, Standard Chartered Bank, and Scotiabank served as coordinating lead arrangers and joint bookrunners. The New York Branch of BOC served as senior joint lead arranger. JPMorgan Chase Bank and Mizuho Bank served as joint lead arrangers. The New York Branch of ICBC and the New York Branch of LLBW served as mandated lead arrangers. SFS served as senior managing agent. As of September 30, 2024, approximately $2,047,000,000 USD had been drawn from the senior term loan. The proceeds were to be used by the borrower to finance the construction of a new airport internal terminal, New Terminal 6 (also referred to as Terminals 6-7), with 1.2 million square feet of space, 10 gates, check-in halls, arrival spaces, retail space, touchless passenger journey, digital passenger flow and queue management, automated Transportation Security Administration (TSA) security lanes, advanced video search analytics, biometric-based access control systems, a connector to Terminal 5, a U.S. Customs and Border Protection processing facility, and airside and landside expansions, on the former site of Terminal 6 and current site of Terminal 7 on the north site of John F. Kennedy (JFK) International Airport in Queens, New York City, New York. The project also included sustainability features like solar hot water system, aircraft de-icing and fluid recovery, and electric ground service equipment. The project was developed in two continuous phases, the first phase including the New Terminal 6 headhouse, the departure and arrivals area, five new gates and the second phase would involve the demolishing of Terminal 7 and the construction of five more gates and more terminal space. The project was expected to create over 4,000 direct jobs, direct payroll wages of $1.9 billion USD, $2.8 billion USD indirect wages, and $6.3 billion USD in total economic activity. The project was part of the 2017 JFK Vision Plan developed under the administration of former Governor of New York Andrew Cuomo. The project was originally due to commence in 2020 but was hit with delays due to the pandemic. In August 2021, the Port Authority of New York and New Jersey (PANYNJ) entered into the design, build, finance, maintain (DBFM) agreement with JFK Millennium Partners, LLC and approved the key terms of the lease. PANYNJ entered into the lease agreement, which would last on December 30, 2060, to construct and operate Terminal 6 and operate and maintain Terminal 7 prior to its closure, on November 17, 2022. Hunt Construction Group, Inc. was the design and construction (D&C) contractor. Corgan Associates Architects, PC served as lead designer-architect of record and AECOM's design & consulting services arm served as the engineer of record for the site, civil and airside design. Lilker Associates Consulting Engineers was subcontracted by Corgan as lead mechanical and lead electrical engineer. Arora Engineers, Inc. was subcontracted by Corgan as lead plumbing and lead fire protection engineer. Burns & McDonnell was subcontracted by Corgan as lead special systems and low voltage designer. Severud Associates was subcontracted by Corgan as lead structural engineer. Brock Solutions, Inc. was subcontracted by Corgan for baggage handling systems controls. Stantec Architecture & Engineering Inc. was subcontracted by Corgan for interior design. Foit-Albert Associates served as associate architect. Studio 5 Architects, Inc., Architecture X Design, and David Smotrich & Partners LLP and were subcontracted by Corgan as associate architects. AECOM USA Inc. was subcontracted by Hunt Construction for civil design work. Langan Engineering was subcontracted by Hunt Construction for geotechnical engineering. NYCO Environmental and Dewatering Corp. was subcontracted by Hunt Construction for environmental engineering. The terminal was expected to open in the first quarter of 2026 with full completion slated for 2028. On February 23, 2023, the formal groundbreaking ceremony for the project was held.