Bank of China (New York Branch) reschedules its $315 million USD commitment — via a 1.118-year maturity extension — to a $7.5 billion syndicated revolving credit facility to Duke Energy Corporation for refinancing and general corporate purposes

Project narrative

On November 18, 2011, a syndicate of 30 banks — 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 $6,000,000,000 USD syndicated revolving credit facility (RCF) agreement with Duke Energy Corporation — a Delaware-incorporated American electric power holding and utility company focused in the Southeast and Midwest of the United States headquartered in Charlotte, North Carolina and listed on the New York Stock Exchange — and its wholly-owned subsidiaries — North Carolina-incorporated Duke Energy Carolinas, LLC, Ohio-incorporated Duke Energy Ohio, Inc., Indiana-incorporated Duke Energy Indiana, Inc., and Kentucky-incorporated Duke Energy Kentucky, Inc. — for refinancing and general corporate purposes and to facilitate its acquisition of Progress Energy, Inc. The loan was divided in two: $4,000,000,000 USD in commitments that were immediately available and $2,000,000,000 USD in delayed commitments that would become available once Duke Energy's acquisition of Progress Energy, Inc. was completed, after which North Carolina-incorporated Carolina Power & Light Company (doing business as Progress Energy Carolinas, Inc.; it was renamed as Duke Energy Progress, Inc.) and Florida-incorporated Florida Power Corporation (doing business as Progress Energy Florida, Inc.; it was renamed as Duke Energy Florida, Inc.), would become additional borrowers under the RCF. Duke Energy Corporation's initial sublimit was $1,250,000,000 USD, with the sublimit rising to $1,750,000,000 USD upon completion of its acquisition of Progress Energy. Duke Energy Carolinas had a sublimit of $1,250,000,000 USD. Duke Energy Ohio had a sublimit of $700,000,000 USD. Duke Energy Indiana had a sublimit of $700,000,000 USD. Duke Energy Kentucky had a sublimit of $100,000,000 USD. Progress Energy Carolinas had a sublimit of $750,000,000 USD. Progress Energy Florida had a sublimit of $750,000,000 USD. This RCF carried a maturity period of five years and a final maturity date of November 18, 2016 and a variable interest rate based on LIBOR or an alternate base rate (the highest of Wells Fargo's prime rate, the Federal Funds Rate plus 0.50%, or one-month LIBOR plus 1%) plus an applicable margin dependent on the ratings of the applicable borrower's outstanding senior unsecured long term debt securities from Standard & Poor’s or Moody's (i.e. each borrower under the RCF was individually rated and therefore could have a different margin). For LIBOR, the margin could range from 90.0 basis points (bps) if a borrower had a rating of at least A or A2 to 147.5 bps if the borrower had a rating less than BBB or Baa2. For base rate, the margin ranged from 0.0 bps to 47.5 bps. The RCF also had a facility rate dependent on the ratings, ranging from 10.0 bps to 27.5 bps. The New York Branch of BOC and the New York Branch of ICBC each committed $305,500,000.00 USD in total, divided with $203,666,666.67 USD in initial commitments and $101,833,333.33 USD in delayed commitments. The New York Branch of China Merchants Bank committed $65,000,000.00 USD in total, divided with $43,333,333.33 USD in initial commitments and $21,666,666.67 USD in delayed commitments. Record ID#108347 captures BOC's contribution. Record ID#108378 captures ICBC's contribution. Record ID#108379 captures China Merchants Bank's contribution. The proceeds were to be used by the borrower for its general corporate purposes, including liquidity support for its commercial paper and acquisitions, and to replace (refinance) an existing $3.14 billion USD credit facility for Duke Energy, Duke Energy Carolinas, Duke Energy Ohio, Duke Energy Indiana, and Duke Energy Kentucky, originally dated June 28, 2007 and amended on March 10, 2008, and then, once the acquisition of Progress Energy was completed, it would replace three credit facilities of Progress Energy worth an aggregate $2 billion USD expiring in 2012 and 2013. Duke Energy and Progress Energy had announced on January 10, 2011 that both companies' board of directors had approved a definitive merger in a stock-for-stock transaction, with Duke Energy as the combined company. The merger would create the largest electric utility in the United States with $65 billion USD in enterprise value and $37 billion USD in market capitalization, the largest regulated customer base in the United States with 7.1 million electric customers in North Carolina, South Carolina, Florida, Indiana, Kentucky, and Ohio, 57 GW of domestic generating capacity from coal, nuclear, natural gas, oil, and renewable sources, and the largest regulated nuclear fleet in the United States. Progress Energy shareholders would receive a value of $46.48 USD per share (2.6125 shares of common stock of Duke Energy for each Progress Energy common stock share), or $13.7 billion USD in total equity value, with an expected close by the end of 2011. As of December 31, 2011, the RCF had $3.130 billion USD of available capacity and had been used for notes payable and commercial paper, outstanding letters of credit, and tax-exempt bonds. The merger with Progress Energy was completed on July 2, 2012, unlocking the $2 billion USD in further commitments. On December 18, 2013, a syndicate of 28 banks — still including the New York Branch of BOC and the New York Branch of ICBC, but with China Merchants Bank departing — entered into an amendment and consent agreement with Duke Energy Corporation and its wholly-owned subsidiaries for the $6 billion USD RCF. The amendment increased the maximum borrowing sublimit available to Duke Energy Corporation from $2,250,000,000 USD to $3,000,000,000 USD and extended the maturity date of the facility by approximately two years — for a new maturity period of 7.082 years — for a new maturity date of December 18, 2018. BOC's commitment had increased by $9,500,000 USD to $315,000,000 USD. Record ID#108380 captures BOC's up-sized commitment, while Record ID#108381 captures the debt rescheduling of BOC's original $305.5 million USD commitment. ICBC's commitment had decreased by $180,000,000 USD to $135,000,000 USD. Record ID#108382 captures the debt rescheduling of ICBC's remaining $135,000,000 USD commitment. As of December 31, 2013, the RCF had $5.248 billion USD of available capacity. As of December 31, 2014, the RCF had $3.793 billion USD of available capacity. On January 30, 2015, a syndicate of 32 banks — still including the New York Branch of BOC and the New York Branch of ICBC — entered into the second amendment and consent agreement with Duke Energy Corporation and its wholly-owned subsidiaries for the $6 billion USD RCF. The amendment up-sized the facility's maximum aggregate borrowing amount to $7,500,000,000 USD and extended the maturity date of the facility by approximately 1.118 years — for a new maturity period of 8.200 years — for a new maturity date of January 30, 2020. BOC's commitment had increased by $25,000,000 USD to $340,000,000 USD. Record ID#108383 captures BOC's up-sized commitment, while Record ID#108384 captures the debt rescheduling of BOC's original $315 million USD commitment. ICBC's commitment had increased by $7,000,000 USD to $142,000,000 USD. Record ID#108385 captures ICBC's up-sized commitment, while Record ID#108386 captures the debt rescheduling of ICBC's existing $135,000,000 USD commitment. Beyond BOC and ICBC, the lending syndicate consisted of the following lenders at the respective amounts: Wells Fargo Bank, National Association ($340,000,000 USD), Bank of America, N.A. ($340,000,000 USD), The Royal Bank of Scotland plc (RBS) ($340,000,000 USD), Barclays Bank PLC ($340,000,000 USD), Citibank, N.A. ($340,000,000 USD), the Cayman Islands Branch of Credit Suisse AG ($340,000,000 USD), JPMorgan Chase Bank, N.A. ($340,000,000 USD), The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU) ($340,000,000 USD), the Stamford Branch of UBS AG ($340,000,000 USD), BNP Paribas S.A. ($264,000,000 USD), Goldman Sachs Bank USA ($264,000,000 USD), Mizuho Bank, Ltd. ($264,000,000 USD), Morgan Stanley Bank, N.A. ($264,000,000 USD), Royal Bank of Canada (RBC) ($264,000,000 USD), SunTrust Bank ($264,000,000 USD), The Bank of Nova Scotia ($264,000,000 USD), U.S. Bank National Association ($264,000,000 USD), the New York Branch of Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) ($142,000,000 USD), KeyBank National Association ($142,000,000 USD), The Bank of New York Mellon ($142,000,000 USD), The Northern Trust Company ($142,000,000 USD), Fifth Third Bank ($142,000,000 USD), Crédit Agricole Corporate and Investment Bank (CACIB) ($142,000,000 USD), PNC Bank, National Association ($142,000,000 USD), Santander Bank, N.A. ($142,000,000 USD), TD Bank, N.A. ($142,000,000 USD), the New York Branch of Canadian Imperial Bank of Commerce (CIBC) ($142,000,000 USD), the Grand Cayman Branch of DNB Bank ASA ($142,000,000 USD), HSBC Bank USA, National Association ($142,000,000 USD), and Sumitomo Mitsui Banking Corporation (SMBC) ($142,000,000 USD). As of December 31, 2015, the RCF had $3.674 billion USD of available capacity. As of December 31, 2016, the RCF had $5.634 billion USD of available capacity. On March 16, 2017, a syndicate of 26 banks — still including the New York Branch of BOC, but with the New York of ICBC departing — entered into the third amendment and consent agreement with Duke Energy Corporation and its wholly-owned subsidiaries for the $7.5 billion USD RCF. The amendment up-sized the facility's maximum aggregate borrowing amount to $8,000,000,000 USD, added Piedmont Natural Gas Company, Inc. — a North Carolina-incorporated company acquired in 2016 by Duke — as borrower, and extended the maturity date of the facility by approximately 2.126 years — for a new maturity period of 10.326 years — for a new maturity date of March 16, 2022. BOC's commitment had increased by $60,000,000 USD to $400,000,000 USD. Record ID#108387 captures BOC's up-sized commitment, while Record ID#108388 captures the debt rescheduling of BOC's original $340 million USD commitment. As of December 31, 2017, the RCF had $5.557 billion USD of available capacity. Then, in January 2018, the lending syndicate — still including the New York Branch of BOC — entered into an amendment agreement with Duke Energy Corporation and its wholly-owned subsidiaries for the $8 billion USD RCF. The amendment extended the maturity date of the facility by one year — for a new maturity period of 11.326 years — for a new maturity date of March 16, 2023. The extension process for 100% of the commitments was completed in May 2018. Record ID#108389 captures the debt rescheduling of BOC's $400 million USD commitment. As of December 31, 2018, the RCF had $4.344 billion USD of available capacity. On March 18, 2019, a syndicate of 25 banks — still including the New York Branch of BOC — entered into the fourth amendment and consent agreement with Duke Energy Corporation and its wholly-owned subsidiaries for the $8 billion USD RCF. The amendment extended the maturity date of the facility by two years — for a new maturity period of 13.326 years — for a new maturity date of March 16, 2024. BOC's commitment remained $400,000,000 USD. Record ID#108390 captures the debt rescheduling of BOC's $400 million USD commitment. As of December 31, 2019, the RCF had $4.832 billion USD of available capacity. Then, in March 2020, the lending syndicate — still including the New York Branch of BOC — entered into an amendment agreement with Duke Energy Corporation and its wholly-owned subsidiaries for the $8 billion USD RCF. The amendment extended the maturity date of the facility by one year — for a new maturity period of 14.326 years — for a new maturity date of March 16, 2025. Record ID#108391 captures the debt rescheduling of BOC's $400 million USD commitment. As of December 31, 2020, the RCF had $5.640 billion USD of available capacity. Then, in March 2021, the lending syndicate — still including the New York Branch of BOC — entered into an amendment agreement with Duke Energy Corporation and its wholly-owned subsidiaries for the $8 billion USD RCF. The amendment extended the maturity date of the facility by one year — for a new maturity period of 15.326 years — for a new maturity date in March 2026. Record ID#108392 captures the debt rescheduling of BOC's $400 million USD commitment. As of December 31, 2021, the RCF had $5.018 billion USD of available capacity. Then, on March 18, 2022, a syndicate of 25 banks — including the New York Branch of BOC — entered into a $9,000,000,000 USD syndicated RCF agreement with Duke Energy Corporation, Duke Energy Carolinas, LLC, Duke Energy Florida, LLC, Duke Energy Indiana, LLC, Duke Energy Kentucky, Inc., Duke Energy Ohio, Inc., Duke Energy Progress, LLC, and Piedmont Natural Gas Company, Inc. for refinancing and general corporate purposes. Duke Energy Corporation's initial sublimit was $3,300,000,000 USD. Duke Energy Carolinas had a sublimit of $1,225,000,000 USD. Duke Energy Progress had a sublimit of $1,400,000,000 USD. Duke Energy Florida had a sublimit of $900,000,000 USD. Duke Energy Indiana had a sublimit of $600,000,000 USD. Piedmont Natural Gas had a sublimit of $800,000,000 USD. Duke Energy Ohio had a sublimit of $600,000,000 USD. Duke Energy Kentucky had a sublimit of $175000,000 USD. The RCF carried a maturity period of five years, a final maturity date of March 18, 2027, and a variable interest rate based on Term SOFR (SOFR plus 0.10%) or an alternate base rate (the highest of Wells Fargo's prime rate, the Federal Funds rate plus 0.50%, or adjusted Term SOFR for one-month plus 1%) plus an applicable margin dependent on the ratings of the applicable borrower's outstanding senior unsecured long term debt securities (i.e. each borrower under the RCF was individually rated and therefore could have a different margin). For Term SOFR, the margin could range from 58.5 basis points (bps) if a borrower had a rating of at least AA or Aa2 to 147.5 bps if the borrower had a rating less than BBB or Baa2. For base rate, the margin ranged from 0.0 bps to 47.5 bps. The RCF also had a facility rate dependent on the ratings, ranging from 4.0 bps to 27.5 bps. The RCF was available for issuance of letters of credit. The proceeds of the RCF were to be used by the borrower for its general corporate purposes, including liquidity support for commercial paper and acquisitions, and for refinancing purposes, namely replacing, via amendment-and-restatement, the existing $8 billion USD RCF originally dated November 18, 2011. The New York Branch of BOC committed $427,000,000 USD, as captured by Record ID#108393. As of December 31, 2022, the RCF had $5.194 billion USD of available capacity, and had been used for notes payable and commercial paper, outstanding letters of credit, and tax-exempt bonds. Then, on March 18, 2023, the lending syndicate — still including the New York Branch of BOC — entered into an amendment and consent agreement with Duke Energy Corporation and its wholly-owned subsidiaries for the $9 billion USD RCF. The amendment extended the maturity date of the facility by one year — for a new maturity period of six years — for a new maturity date of March 17, 2028. Record ID#108394 captures the debt rescheduling of BOC's $427 million USD commitment. As of December 31, 2023, the RCF had $4.939 billion USD of available capacity. Then, in March 2024, the lending syndicate — still including the New York Branch of BOC — entered into an amendment agreement with Duke Energy Corporation and its wholly-owned subsidiaries for the $9 billion USD RCF. The amendment extended the maturity date of the facility by one year — for a new maturity period of seven years — for a new maturity date in March 2029. Record ID#108395 captures the debt rescheduling of BOC's $427 million USD commitment. As of December 31, 2024, the RCF had $5.758 billion USD of available capacity.