ICBC contributes $60 million USD to a $1.2 billion USD syndicated working capital revolving credit facility for the Sabine Pass Liquefaction Project

Project narrative

On September 4, 2015, a syndicate of 14 banks — including the New York Branch of the Industrial and Commercial Bank of China (ICBC) — entered into a $1,200,000,000 USD syndicated senior working capital revolving credit and letter of credit reimbursement agreement with Sabine Pass Liquefaction, LLC (SPL) — a Delaware-incorporated special purpose vehicle (SPV) and wholly owned subsidiary of Delaware-incorporated SPV Sabine Pass LNG-LP, LLC, a wholly-owned subsidiary of Cheniere Energy Investments, LLC, a Delaware-incorporated wholly-owned subsidiary of Cheniere Energy Partners, L.P., a Delaware-incorporated company jointly owned by Cheniere Energy Partners LP Holdings, LLC, a Delaware-incorporated company that, while publicly-traded, was 80% owned by Delaware-incorporated American gas company Cheniere Energy, Inc. (56% stake); by Cheniere Energy directly (2% stake); and by Blackstone CQP Holdco L.P. (BXCQP), a Delaware-incorporated limited partnership wholly owned by the private equity arm of American alternative investment management company The Blackstone Group (29% stake) — for the Sabine Pass Liquefaction Project. The overall facility carried a maturity period of approximately 6.329 years and a final maturity date of December 31, 2020; letter of credit loans had maturity periods of one year and swing line loans had maturity periods of 15 years. The borrower was required to reduce the aggregate outstanding principal amount of all working capital loans to zero for a period of five consecutive business days at least once annually. Borrowings under the facility would carry interest at a variable rate per annum equal to LIBOR or the base rate (the highest of the The Bank of Nova Scotia’s prime rate, the federal funds rate plus 0.50%, or one month LIBOR plus 0.50%), plus the applicable margin. The applicable margin for LIBOR borrowings was 1.75% and for base rate it was 0.75%. Interest on swing line, working capital, and working capital borrowings would be due and payable on the date such loans were due, with LIBOR borrowings due and payable at the end of each LIBOR period, and interest on base rate due and payable at the end of each calendar quarter. The entire facility was available for issuance of letters of credit for the purchase, transportation and storage of natural gas, with a $460 million USD sublimit for letters of credit used for the purpose of funding any debt service reserve account and a $200 million USD sublimit for letters of credit used for other working capital and general corporate purposes. $740 million USD of the facility could used as working capital loans for the purchase, transportation and storage of natural gas, except that up to $200 million USD may be used for other working capital and general corporate purposes. Swing line loans was part of the working capital sublimit and were able to made in the lesser of $25 million USD. The working capital facility could have its commitments incrementally increased by up to an additional $390 million USD ($1.13 billion USD) upon the completion of the debt financing of Train 6 of the Sabine Pass Liquefaction Project. The borrower was required to pay a commitment fee on the average daily amount of the excess of the total commitment amount over the principal amount outstanding to a 0.70% rate, without including outstanding swing line loans, and a letter of credit fee equal to an annual rate of 1.75% of the undrawn portion of all letters of credit issued under the facility. The fees were payable quarterly in arrears. The borrower was also required to pay upfront fees to the agents and lenders with additional transaction fees within 60 days after the closing in the aggregate amount of approximately $25.1 million USD. Annual administrative fees were also due to the senior facility agent, swing line lender, and senior issuing banks. The facility was secured by (i.e. collateralized against) on a pari passu basis by a first priority lien (subject to customary permitted encumbrances) in substantially all of the assets of Sabine Pass Liquefaction, LLC and by a pledge of all of the membership interests in Sabine Pass Liquefaction, LLC. Sabine Pass Liquefaction, LLC was also required to establish and maintain certain deposit accounts subject to the control of common security trustee Société Générale S.A. where the proceeds of the facility and other receipts would be deposited into and would hold the various reserve accounts required by the facility. The facility included the representations, warranties, covenants, reporting requirements and mandatory prepayment provisions of the Second Amended and Restated Common Terms Agreement, dated as of June 30, 2015 with Société Générale as common security trustee and intercreditor agent. ICBC contributed $60 million USD to the facility, as captured by Record ID#108272. In addition to ICBC, the following lenders contributed to the loan syndicate: ABN Amro Capital USA LLC ($92.70 million USD), Crédit Industriel et Commercial (CIC) ($11.60 million USD), Commonwealth Bank of Australia (CBA) ($50.00 million USD), HSBC Bank USA, N.A. ($92.70 million USD), ING Capital LLC ($135.10 million USD), the New York Branch of Landesbank Baden-Württemberg (LBBW) ($23.20 million USD), Lloyds Bank PLC ($73.50 million USD), Morgan Stanley Bank, N.A. ($92.70 million USD), The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU) ($134.70 million USD), the Bank of Nova Scotia (Scotiabank) ($165.70 million USD), Société Générale S.A. (SocGen) ($134.70 million USD), Sumitomo Mitsui Banking Corporation (SMBC) ($92.70 million USD), and Wells Fargo Bank N.A. ($50.00 million USD). Scotiabank served as senior facility agent and senior issuing bank. ABN Amro Capital USA, HSBC Bank USA, and ING Capital served as senior issuing banks. SocGen served as swing line lender and common security trustee. HSBC Bank USA, ING Capital, Morgan Stanley Bank, and SMBC served as joint lead arrangers, joint lead bookrunners, and co-documentation agents. ABN Amro Capital USA, Scotiabank, BTMU, and SocGen served as joint lead arrangers, joint lead bookrunners, and co-syndication agents. The New York Branch of ICBC and Lloyds Bank served as mandated lead arrangers. The New York of LBBW served as manager. The agreement was amended on May 23, 2018, September 17, 2018, and on May 29, 2019. The proceeds were to be used for the borrower for certain working capital requirements related to developing and placing into operation the Sabine Pass Liquefaction Project, which was a six-train natural gas liquefaction facility (each train with 4.5 million tons per annum of liquefied natural gas (LNG) in Cameron Parish, Louisiana adjacent to the existing regasification facilities at the Sabine Pass LNG Terminal. This was an amendment-and-restatement (replacement/refinancing) of a facility dated April 21, 2014. The overall Sabine Pass Liquefaction Project sought to construct and operate six liquefaction trains, each with a nominal production capacity of at least 182,500,000 million British Thermal Units per annum (4.5 million tons per annum (mtpa)), adding liquefaction services at the existing Sabine Pass Terminal, which had five LNG storage tanks with capacity of approximately 16.9 billion cubic feet equivalent (Bcfe), two docks that could accommodate vessels with nominal capacity of up to 266,000 cubic meters, and vaporizers with regasification capacity of approximately 4.0 Bcf/t, designed to import foreign LNG, allowing it to liquefy and export domestic U.S. natural gas. Then, on March 19, 2020, a syndicate of 20 banks — including the New York Branch of the Bank of China (BOC) and the New York Branch of ICBC — entered into a $1,200,000,000 USD syndicated senior working capital revolving credit and letter of credit reimbursement agreement with Sabine Pass Liquefaction, LLC for the Sabine Pass Liquefaction Project. The facility carried a maturity period of five years and a final maturity date of March 19, 2025, which was extendable with consent of the lenders. Borrowings under the facility would bear interest at a variable rate per annum equal to LIBOR or the base rate (the highest of the Bank of Nova Scotia's prime rate, the federal funds rate plus 0.50%, or one-month LIBOR plus 0.50%), plus the applicable margin. The applicable margin was a variable rate per annum equal to LIBOR plus a range of 1.125% through 1.750% (depending on the then-current debt rating of the borrower) or at the base rate plus a range of 0.125% through 0.750% (depending on the then-current rating of the borrower ) (provided that the highest rating shall apply in case of split ratings, and provided that if such ratings differ by two or more levels, the applicable level shall be deemed to be one level below the highest of such levels). Interest on LIBOR loans was due and payable at the end of each LIBOR period, and interest on base rate loans was due and payable at the end of each calendar quarter. The borrower would pay a commitment fee at a range of 0.1% through 0.3% (depending on the then-current rating of the borrower), which would accrue on the daily amount of the commitment of such lender less the sum of the outstanding principal amount of such lender’s loans, such lender's letter of credit exposure, and such lender's applicable percentage of the aggregate principal amount of all swing line borrowings outstanding at such time. Around signing, the borrower's rating was Baa3 / BBB- / BBB-, so the LIBOR margin was 1.500%, the base rate margin was 0.500%, and the commitment fee was 0.200%. The proceeds were to be used by the borrower for loans and swing line loans and issuance of letters of credit used to refinance the existing Amended and Restated Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement, dated as of September 4, 2015, to pay fees and expenses, to fund gas purchase obligations of the borrower and/or its subsidiaries, and the general corporate purposes of the borrower and/or its subsidiaries. Each of the 20 lenders committed $60,000,000 USD to the facility. Record ID#108279 captures BOC's contribution. Record ID#108280 captures ICBC's contribution. As of March 31, 2021, there were no outstanding borrowings, but $413 million USD in issued letters of credit. Then, on June 23, 2023, a syndicate of 26 banks — including the New York Branch of BOC, the New York Branch of China Merchants Bank Co., Ltd., and the New York Branch of ICBC — entered into a $1,000,000,000 USD senior revolving credit and guaranty agreement with Sabine Pass Liquefaction, LLC for the Sabine Pass Liquefaction Working Capital 2023 Refinancing Project. This revolving credit facility (RCF) carried a maturity period of five years and a final maturity date of June 23, 2028. Borrowings under the RCF carried an interest rate at a variable rate per annum equal to Term SOFR (SOFR plus 0.10%) or the base rate (the highest of the prime rate published in The Wall Street Journal, the federal funds rate plus 0.50%, or Term SOFR for an interest period of one month plus 1.00%), plus an applicable margin dependent on the credit ratings assigned to loans under the RCF. The applicable margin for SOFR loans ranged from 1.00% to % % per annum, and the applicable margin for base rate loans ranged from 0.00% to 0.75% per annum. Based on the credit ratings at signing, the applicable margin for SOFR loans was 1.125% (1.225% when including the Term SOFR adjustment) and the margin for base rate loans was 0.125%. Interest on SOFR loans was due and payable at the end of each SOFR period, and interest on base rate loans was due and payable at the end of each calendar quarter. The borrower would pay a commitment fee on the average daily amount of undrawn commitments at an annual rate that ranges from 0.075% to 0.30% based on the credit ratings assigned to the loans. Based on the credit ratings at signing, the commitment fee was 0.10%. This facility was secured by (i.e. collateralized against) a first priority lien on substantially all of the assets of Sabine Pass Liquefaction, LLC and certain future subsidiaries of Sabine Pass Liquefaction, LLC and by a pledge of all of the membership interests in Sabine Pass Liquefaction, LLC. Sabine Pass Liquefaction was also required to establish and maintain certain deposit accounts, subject to the control of the common security trustee Société Générale, in which the loan proceeds would be deposited into these accounts, which would hold the various reserve accounts. Concurrent with entry to the RCF, the borrower also entered into the Fourth Amended and Restated Common Terms Agreement with Société Générale as common security trustee. Each of the 26 lenders reportedly contributed approximately $38,461,538.4615 USD to the loan syndicate. Record ID#108328 captures BOC's contribution. Record ID#108329 captures China Merchants Bank's contribution. Record ID#108330 captures ICBC's contribution. The proceeds were to be used by the borrower for its and its subsidiaries' general corporate purposes of the borrower and to refinance and replace the debt under the borrower's existing $1.2 billion USD Amended and Restated Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement, dated as of March 19, 2020, that was used to fund gas purchase obligations of the borrower and/or its subsidiaries, and the general corporate purposes of the borrower and/or its subsidiaries related to the Sabine Pass Liquefaction Project. As of December 31, 2023, the RCF was undrawn.