ICBC contributes $35.6 million USD to the $450 million USD term loan tranche of a $2.8 billion USD syndicated loan for the Sabine Pass Liquefaction and Creole Trail Pipeline 2016 Refinancing Project (Linked to Record ID#108275)

Project narrative

On February 25, 2016, a syndicate of 16 banks — including the New York Branch of the Industrial and Commercial Bank of China (ICBC) — entered into a $2,800,000,000 USD syndicated senior secured credit and guaranty agreement with Cheniere Energy Partners, L.P. — 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 and Creole Trail Pipeline 2016 Refinancing Project. The facility was divided into four tranches: a $450,000,000 USD term loan tranche for Cheniere Creole Trail Pipeline, L.P.; $2,110,000,000 USD term loan tranche for Sabine Pass LNG, L.P.; an $125,000,000 USD revolving debt service reserve (DSR) credit facility tranche; and a $115,000,000 USD revolving credit facility (RCF) tranche. The credit facilities carried a maturity period of four years and a final maturity date of February 25, 2020. The principal of any borrowings under the facilities had to be repaid in quarterly installments commencing on February 25, 2019 (a grace period of three years), based on an 18-year assumed amortization schedule. Borrowings under the credit facilities carried an interest at a variable rate per annum equal to LIBOR plus 2.25% or the base rate plus 1.25%, in each case with a 0.50% step-up beginning on February 25, 2019. Interest on LIBOR loans was due and payable at the end of each LIBOR period (and at the end of every three month period within the LIBOR period, if any), and interest on base rate loans was due and payable at the end of each calendar quarter. The credit facilities required that the borrower pay certain upfront fees to the lenders under the facilities on the date the term loans were funded ($37 million USD for the $450 million USD tranche, $22 million USD for the $2.11 billion USD tranche). The credit facilities contained a commitment fee calculated at a rate per annum equal to 40% of the margin for LIBOR loans (0.9%), multiplied by the average daily amount of the undrawn commitment, payable quarterly in arrears. Furthermore, the credit facilities included annual administrative and agency fees. The facilities including covenants requiring the borrower to maintain interest rate protection agreements with respect to at least 50%, calculated on a weighted average basis, of the projected aggregate outstanding balance under the facilities (other than the DSR credit facility tranche and the RCF tranche) within 45 days of the closing date; require the borrower to maintain a minimum debt service coverage ratio of at least 1.15x at the end of each fiscal quarter beginning March 31, 2019; and require the borrower to deliver a base case forecast showing a projected debt service coverage ratio of 1.55x in order for the borrower to incur additional indebtedness to refinance a portion of the existing obligations. The credit facilities contained customary affirmative and negative covenants, including ones that restricted the borrower's and its subsidiaries' abilities to incur additional indebtedness or liens, engage in asset sales, enter into hedging arrangements, and engage in transactions with affiliates, subject to exceptions. The credit facilities also limited the borrower's ability to make restricted payments to once per fiscal quarter in an aggregate amount not to exceed the borrower's available cash as of the end of the immediately preceding fiscal quarter. The DSR credit facility tranche was available for the issuance of letters of credit that would be utilized to satisfy a 6-month debt service reserve requirement. The RCF tranche also available for the issuance of letters of credit. A letter of credit fee equal to an annual rate of 2.25% with a 0.50% step-up beginning on February 25, 2019 was payable on the undrawn portion of all letters of credit. If draws were made upon a letter of credit issued under the DSR facility tranche or RCF tranche, and the borrower did not elect for such draw to be deemed a loan under the DSR facility tranche or RCF tranche, as applicable, the letter of credit draw accrued interest at the same annual rate of interest as base rate loans for the business day following the draw and thereafter at the same rate as base rate loans plus 2% per annum. The credit facilities were unconditionally guaranteed by each subsidiary of the borrower other than Sabine Pass Liquefaction, LLC, Sabine Pass LNG-LP (until the funding of its tranche term loan), and Cheniere Creole Trail Pipeline, L.P. (until the funding of its tranche term loan); and certain subsidiaries of the borrower owning other development projects, as well as certain other specified subsidiaries and members of the foregoing entities. The credit facilities were secured by (i.e. collateralized against) a first priority lien in substantially all the existing and future tangible and intangible assets and rights, including intercompany debt, of the borrower and the subsidiary guarantors and a pledge of the borrower's equity interests in the subsidiary guarantors (except for certain excluded properties). MUFG Union Bank, N.A. served as collateral agent. The credit facilities were unconditionally guaranteed. The borrower and the subsidiary guarantors were also required to establish and maintain certain deposit accounts, which were subject to the control of a collateral agent pursuant to a Depositary Agreement entered into on February 25, 2016 among the the borrower, the subsidiary guarantors, and MUFG Union Bank, N.A. as collateral agent and depositary bank, which contained a customary project waterfall, pursuant to which the borrower and the subsidiary guarantors would first operation and maintenance expenses, second, pay fees, interest and principal of the senior secured parties, third, fill any shortfall in respect of the debt service reserve requirement, fourth, pay other permitted debt and make permitted investments and discretionary capital expenditures and fifth, make restricted payments. ICBC contributed $35.60 million USD to the $450 million USD term loan tranche, as captured by Record ID#108278. In addition to ICBC, the following lenders contributed the respective amounts to the loan syndicate: ABN AMRO Capital USA ($47.46 million USD), Bank of America ($23.73 million USD), the New York Branch of CIBC ($17.58 million USD), CBA ($17.58 million USD), Credit Suisse ($23.73 million USD), FirstBank Puerto Rico ($1.76 million USD), HSBC Bank USA ($23.73 million USD), ING Capital ($8.79 million USD), the New York Branch of Intesa Sanpaolo ($35.60 million USD), JPMorgan Chase Bank ($35.60 million USD), Mizuho Bank ($39.55 million USD), Morgan Stanley Senior Funding ($35.16 million USD), BTMU ($21.09 million USD), SocGen ($47.46 million USD), and SMBC ($35.60 million USD). ICBC contributed $166.90 million USD to the $2.11 billion USD term loan tranche, as captured by Record ID#108275. In addition to ICBC, the following lenders contributed the respective amounts to the loan syndicate: ABN AMRO Capital USA LLC ($222.54 million USD), Bank of America, N.A. ($111.27 million USD), the New York Branch of Canadian Imperial Bank of Commerce (CIBC) ($82.42 million USD), Commonwealth Bank of Australia (CBA) ($82.42 million USD), the Cayman Islands of Credit Suisse AG ($111.27 million USD), FirstBank Puerto Rico (doing business as FirstBank Florida) ($8.24 million USD), HSBC Bank USA, N.A. ($111.27 million USD), ING Capital LLC ($41.21 million USD), the New York Branch of Intesa Sanpaolo S.p.A. ($166.90 million USD), JPMorgan Chase Bank, N.A. ($166.90 million USD), Mizuho Bank, Ltd. ($185.45 million USD), Morgan Stanley Senior Funding, Inc. ($164.84 million USD), The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU) ($98.91 million USD), Société Générale S.A. (SocGen) ($222.54 million USD), and Sumitomo Mitsui Banking Corporation (SMBC) ($166.90 million USD). BTMU was the sole provider of the $115 million USD RCF tranche and the $125 million USD DSR tranche. BTMU served as issuing bank, coordinating lead arranger, and administrative agent. BTMU, SG Americas Securities, LLC, ABN AMRO Capital USA, LLC, the New York Branch of ICBC, the New York Branch of Intesa Sanpaolo, JPMorgan Chase Bank, Mizuho Bank, and Sumitomo Mitsui Banking Corporation (SMBC) served as joint lead arranger and joint bookrunner. Morgan Stanley Senior Funding, Inc., Bank of America, the Cayman Islands Branch of Credit Suisse, and HSBC Bank USA served as mandated lead arrangers. CBA served as participant. MUFG Union Bank, N.A. served as collateral agent. The proceeds of the $450 million USD term loan tranche were used to repay and redeem (refinance) the $400 million USD senior secured term loan for Cheniere Creole Trail Pipeline, L.P. dated May 28, 2013, including all interest and premium, via an equity contribution by the borrower, to pay transaction fees, commissions, and expenses related to the financing documents, and for general corporate purposes. The proceeds of the $2.11 billion USD term loan tranche were used to repay and redeem (refinance) the $1.7 billion USD senior secured notes due 2016 and the $420 million USD senior secured notes due 2020 issued by Sabine Pass LNG, L.P., including all interest and premium, via an equity contribution by the borrower, and to pay transaction fees, commissions, and expenses related to the financing documents. The proceeds of the $125 million USD DSR credit facility would be used by the borrower to issue letters of credit to fund the DSR account. The proceeds of the $115 million USD RCF tranche were to be used to issue letters of credit for general corporate purposes of the borrower and its subsidiaries and to pay fees, make-whole payments and expenses related to the repayment and redemption of the the existing indebtedness, and for general corporate purposes of the borrower and its subsidiaries. Cheniere Creole Trail Pipeline, L.P. is a Delaware-incorporated special purpose vehicle wholly-owned by Cheniere Energy Investments, LLC with Cheniere Pipeline GP Interests, LLC as its general partner that owns and operates the Creole Trail Pipeline, a bidirectional, 94-mile, 42-inch pipeline in Cameron Parish, Louisiana connecting the Sabine Pass Liquefied Natural Gas (LNG) Terminal with a number of large interstate pipelines, such as the Transcontinental Gas Pipeline Corporation (Transco), Texas Eastern Gas Transmission (TETCO), Trunkline Gas Company (Trunkline) and the Natural Gas Pipeline Company of America. The pipeline runs easterly approximately 16 miles from Sabine Pass LNG to Johnson Bayou, and then northeasterly for an additional 78 miles. Sabine Pass LNG, L.P. is a Delaware-incorporated wholly-owned subsidiary of Cheniere Energy Investments, LLC that owns and operates the regasification facilities at the Sabine Pass LNG terminal, in Cameron Parish, Louisiana, 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, and owns Sabine Pass Liquefaction, LLC, a Delaware-incorporated special purpose vehicle that owns the Sabine Pass Liquefaction Project, which 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, allowing it to liquefy and export domestic U.S. natural gas. On February 29, 2016, the borrower drew down the $450 million USD term loan tranche to repay the Cheniere Creole Trail Pipeline debt. As of December 31, 2016, the $2.11 billion USD term loan tranche had been fully drawn. On October 14, 2016, the amendment was amended and had a requirement waived.