ICBC contributes $60 million USD to a $1.2 billion USD working capital revolving credit facility for the Sabine Pass Liquefaction Project (Linked to Record ID#108279)

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. ICBC contributed $60 million USD to the facility, as captured by Record ID#108272. 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 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) 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%. Any restricted subsidiaries of the borrower formed in the future would become guarantors. The borrower could request incremental commitments of up to $800 million USD for the facility. The facility contained customary affirmative and negative covenants, including customary covenants that restrict the borrower's ability to incur additional indebtedness or liens, engage in asset sales, or engage in transactions with affiliates. The facility was secured on a pari passu basis by (i.e. collateralized against) a first priority lien (subject to customary permitted encumbrances and exclusions) in substantially all of the assets of Sabine Pass Liquefaction, LLC and certain future subsidiaries of it and by a pledge of all of the membership interests in Sabine Pass Liquefaction, LLC. The borrower was also required to establish and maintain certain deposit accounts which are subject to the control of the common security trustee Société Générale, in which the loan proceeds and other receipts would be deposited into these accounts, that would hold the various reserve accounts required by the facility. The borrower also entered into the Third Amended and Restated Common Terms Agreement with SocGen as common security trustee and a Third Amended and Restated Accounts Agreement with Citibank as accounts bank. 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. In addition to BOC and ICBC, the following lenders contributed to the loan syndicate: the Houston Branch of The Bank of Nova Scotia (Scotiabank), ABN AMRO Capital USA LLC, the New York Branch, of Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), the Miami Branch of Banco de Sabadell, S.A., the New York Branch of Banco Santander, S.A., the New York Branch of Canadian Imperial Bank of Commerce (CIBC), Citibank, N.A., HSBC Bank USA, National Association, ING Capital LLC, the New York Branch of Intesa Sanpaolo S.p.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., National Australia Bank Limited (NAB), the New York Branch of Natixis, Société Générale S.A. (SocGen), Standard Chartered Bank plc, Sumitomo Mitsui Banking Corporation (SMBC), and Wells Fargo Bank, National Association. Scotiabank served as senior facility agent. SocGen served as the common security trustee. The Houston Branch of Scotiabank ($300,000,000 USD letter of credit commitment), HSBC Bank USA ($200,000,000 USD letter of credit commitment), ING Capital LLC ($400,000,000 USD letter of credit commitment), the New York Branch of Natixis ($400,000,000 USD letter of credit commitment), and Wells Fargo Bank, National Association ($60,000,000 USD letter of credit commitment) served as issuing banks. ABN AMRO Capital USA, the New York Branch of BBVA, the Miami Branch of Banco de Sabadell, S.A., the New York Branch of Banco Santander, the New York Branch of BOC, the Houston Branch of Scotiabank, the New York Branch of CIBC, Citibank, HSBC Bank USA, the New York Branch of ICBC, ING Capital, the New York Branch of Intesa Sanpaolo, Mizuho Bank, MUFG Bank, NAB, the New York Branch of Natixis, SocGen, Standard Chartered Bank, SMBC, and Wells Fargo Securities, LLC served as joint lead arrangers. 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. The borrower owned and operated 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. 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. 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.