Bank of China contributes to a $1 billion USD syndicated revolving credit facility to Cheniere Energy Partners for the Train 6 of the Sabine Pass Liquefaction 2023 Refinancing Project (Linked to Record ID#108326 and #108327)

Project narrative

On May 29, 2019, a syndicate of 30 lenders — including the New York Branch of the Bank of China (BOC), the New York Branch of the Industrial and Commercial Bank of China (ICBC), and the New York Branch of China Merchants Bank Co., Ltd. — entered into a $1,500,000,000 USD syndicated senior secured credit and guaranty agreement with 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 Train 6 of the Sabine Pass Liquefaction Project. This facility was divided into two tranches: a $750,000,000 USD delayed draw term loan tranche and a $750,000,000 USD revolving credit facility (RCF) tranche. The facility carried a maturity period of five years and a final maturity date of May 29, 2024. Principal would be repaid in quarterly installments commencing four years from the loan signing, (a grace period of four years, first repayment of May 29, 2023). Borrowings under the term loan tranche carried an interest rate at a variable rate per annum equal to LIBOR plus 1.50% or the base rate plus 0.50%, in each case with a 0.25% step up beginning three years from signing. Borrowings under the RCF tranche carried an interest rate at a variable rate per annum equal to LIBOR plus a range of 1.25% through 2.125% (depending on the then-current debt rating of the borrower) or at the base rate plus a range of 0.25% through 1.125% (depending on the then-current rating of the borrower). As the ratings were BB / Ba2 / BB at around the time of signing, the LIBOR margin for the RCF was 2.125% and for the base rate it was 1.125%. 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 facility required the borrower to pay certain upfront fees to the lenders on the date of the initial advance for a commitment fee calculated at a rate per annum equal to 30% of the margin for LIBOR loans multiplied by the average daily amount of the undrawn commitment, payable quarterly in arrears (0.45% for the term loan, 0.6375% for the RCF at signing). Annual administrative and agency fees and customary fronting fees were also required under the facility. The facility was secured by (i.e. collateralized against) a first priority lien (subject to permitted encumbrances) in substantially all the existing and future tangible and intangible assets and rights of Cheniere Energy Partners, L.P. and Cheniere Energy Investments, LLC, Sabine Pass LNG, L.P., Cheniere Creole Trail Pipeline, L.P., Sabine Pass Tug Services, LLC, Cheniere Pipeline GP Interest, LLC, and Sabine Pass LNG-GP, LLC and equity interests in Cheniere Energy Investments, LLC, Sabine Pass LNG, L.P., Cheniere Creole Trail Pipeline, L.P., Sabine Pass Tug Services, LLC, Cheniere Pipeline GP Interest, LLC, and Sabine Pass LNG-GP, LLC (except, in each case, for certain excluded properties). Additionally, Cheniere Energy Investments, LLC, Sabine Pass LNG, L.P., Cheniere Creole Trail Pipeline, L.P., Sabine Pass Tug Services, LLC, Cheniere Pipeline GP Interest, LLC, and Sabine Pass LNG-GP, LLC issued unconditional guarantees for the facility. MUFG Union Bank, N.A. acted as collateral agent. Each lender, including the two Morgan Stanley branches together, reportedly contributed $25,862,068.9655 USD to each of the two $750 million USD tranches. Record ID#108300 captures BOC's contribution to the term loan tranche. Record ID#108303 captures BOC's contribution to the RCF tranche. Record ID#108301 captures ICBC's contribution to the term loan tranche. Record ID#108307 captures ICBC's contribution to the RCF tranche. Record ID#108302 captures China Merchants Bank's contribution to the term loan tranche. Record ID#108308 captures China Merchants Bank's contribution to the RCF tranche. The proceeds of the term loan tranche were used by the borrower to make equity contributions or subordinated shareholder loans to the relevant subsidiary guarantor or Sabine Pass Liquefaction, LLC to finance the design, development, procurement, construction, commissioning and operation of Train 6 at the Sabine Pass Liquefaction Project, for other capital expenditures at any of Sabine Pass Liquefaction Project or Creole Trail Pipeline, including the construction of a third berth at the Sabine Pass LNG terminal, to pay related transaction fees, commissions, and expenses, and for general corporate purposes. The proceeds of the RCF tranche were used by the borrower to make equity contributions or subordinated shareholder loans to the relevant subsidiary guarantor or Sabine Pass Liquefaction for the design, development, procurement, construction, commissioning and operation of Train 6 and for general corporate purposes of borrower and its subsidiaries. On June 23, 2023, a syndicate of 26 banks — including the New York Branch of the 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 unsecured revolving credit and guaranty agreement with Cheniere Energy Partners, L.P. for the Train 6 of the Sabine Pass Liquefaction 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 1.125% to 2.00% per annum, and the applicable margin for base rate loans ranged from 0.125% to 1.00% per annum. Based on the credit ratings at signing, the applicable margin for SOFR loans was 1.50% (1.60% when including the Term SOFR adjustment) and the margin for base rate loans was 0.50%. 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 0.10% to 0.30% based on the credit ratings assigned to loans. Based on the credit ratings at signing, the commitment fee was 0.20%. The RCF was available for issuance of letters of credit, with a fee at an annual rate equal to the applicable margin for SOFR loans on the undrawn portion of all letters of credit issued under the RCF and a fronting fee to each issuing bank that issues a letter of credit in an amount equal to 0.15% per annum of the daily maximum aggregate amount available to be drawn under such letter of credit issued by such issuing bank. The RCF included annual administrative fees to the senior facility agent and common security trustee. Cheniere Pipeline GP Interests, LLC, Cheniere Energy Investments, LLC, Sabine Pass LNG-GP, LLC, Sabine Pass LNG, L.P., Sabine Pass Tug Services, LLC, and Cheniere Creole Trail Pipeline, L.P. jointly and unconditionally issued guarantees for the RCF. Record ID#108325 captures BOC's contribution. Record ID#108326 captures China Merchants Bank's contribution. Record ID#108327 captures ICBC's contribution. In addition to the three Chinese state-owned banks, the following lenders contributed to the loan syndicate: the New York Branch of Banco Bilbao Vizcaya Argentaria, S.A., the New York Branch of Banco Santander S.A., Bank of America, N.A., the New York Branch of Canadian Imperial Bank of Commerce (CIBC), Citibank, N.A., Crédit Agricole Corporate and Investment Bank (CACIB), DBS Bank Ltd., Goldman Sachs Bank USA, HSBC Bank USA, National Association, ING Capital LLC, the New York Branch of Intesa Sanpaolo S.p.A., JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., Morgan Stanley Bank, N.A., MUFG Bank, Ltd., the New York Branch of Natixis, Royal Bank of Canada (RBC), Société Générale S.A. (SocGen), Standard Chartered Bank plc, Sumitomo Mitsui Banking Corporation (SMBC), the Houston Branch of The Bank of Nova Scotia (Scotiabank), Truist Bank, and Wells Fargo Bank, National Association. MUFG Bank served as coordinating lead arranger and administrative agent. SocGen, the New York Branch of Natixis, SMBC, the Houston Branch of Scotiabank, and Wells Fargo Bank served as issuing banks. The New York Branch of BBVA, the New York Branch of Banco Santander, Bank of America, the New York Branch of BOC, the New York Branch of CIBC, the New York Branch of China Merchants Bank, Citibank, CACIB, DBS Bank, Goldman Sachs Bank USA, HSBC Bank USA, the New York Branch of ICBC, ING Capital, the New York Branch of Intesa Sanpaolo, JPMorgan Chase Bank, Mizuho Bank, Morgan Stanley Bank, the New York Branch of Natixis, RBC, Standard Chartered Bank, SMBC, the Houston Branch of Scotiabank, Truist Securities Inc., and Wells Fargo Bank served joint lead arrangers. MUFG Bank and SG Americas Securities, LLC served as joint bookrunners. 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 $750 million USD) RCF dated May 29, 2019, which had been used to finance the design, development, procurement, construction, commissioning and operation of Train 6 at the Sabine Pass Liquefaction Project, for other capital expenditures at any of Sabine Pass Liquefaction Project or Creole Trail Pipeline, including the construction of a third berth at the Sabine Pass LNG terminal, to pay related transaction fees, commissions, and expenses, and for general corporate purposes. 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/d, in Cameron Parish, Louisiana on the Sabine-Neches Waterway less than four miles from the Gulf Coast, designed to import foreign LNG, allowing it to liquefy and export domestic U.S. natural gas. The project was connected to interstate pipelines through the 94-mile long Creole Trail Pipeline. As a result of production and maintenance optimization and debottlenecking at the project, the trains could run at up to 4.9 mtpa by 2019.