Bank of China contributes to a zł5.5 billion PLN to Play Communications to finance its acquisition of a 100% equity stake in UPC Polska Sp. z o.o.

Project narrative

On December 10, 2021, a syndicate of seven banks entered into a zł5.5 billion PLN ($1.4 billion USD) syndicated term loan agreement with P4 sp. z o.o. (also known as Play Communications) — a Poland-incorporated telecommunications company founded as a mobile telephony operator based in Warsaw and wholly-owned by Iliad Purple S.A.S., a France-incorporated company owned by French telecommunications company Iliad S.A. (93.00% stake) and directly by 28 employees and officers of Iliad Purple and Play (7.00% stake) — to finance its acquisition of a 100% equity stake in UPC Polska Sp. z o.o. Then, in February 2022, syndication close with a further four lenders — including the Bank of China (BOC) and China Construction Bank Corporation (CCB) — joined the loan, bringing the total number of lenders to 11. The term loan carried a maturity period of four years from the drawdown date (because of the drawdown, the maturity date ended up being March 26, 2026) and a variable interest rate based on WIBOR plus a margin dependent upon the borrower's leverage ratio, the maximum level of which, calculated as consolidated net debt to consolidated adjusted earnings before interest, taxes, depreciation and amortization, and Lease-related Expenses (EBITDAaL), being set at 3.25x. The loan was available for a drawdown in a single tranche during a 12-month availability period. Record ID#108714 captures BOC's contribution. Record ID#108715 captures CCB's contribution. In addition to BOC and CCB, the following lenders contributed to the loan syndicate: BNP Paribas Bank Polska S.A., Crédit Agricole Corporate and Investment Bank (CACIB), ING Bank N.V., Powszechna Kasa Oszczędności Bank Polski S.A. (PKOP), Raiffeisen Bank International AG, Santander Bank Polska S.A., Société Générale S.A. (SocGen), CaixaBank, and DNB Markets. BNP Paribas Bank Polska, CACIB, ING Bank, PKOP, Raiffeisen Bank International, Santander Bank Polska, and SocGen were the original lenders that signed the loan on December 10, 2021, while BOC, CCB, CaixaBank, and DNB Markets joined later. BNP Paribas Bank Polska, CACIB, ING Bank, Raiffeisen Bank International, Santander Bank Polska, and SocGen served as underwriters and lead arrangers. PKOP served as bookrunner and lead arranger. BOC, CCB, CaixaBank, and DNB Markets joined as mandated lead arrangers). The proceeds were fully drawn down on April 1, 2022 by the borrower to finance its acquisition of Polish internet company UPC Polska. UPC Polska was one of the largest internet service providers in Poland with 3.7 million homes passed in Fiber to the x (FTTx) and 1.5 million subscribers. In 2020 UPC Polska generated zł1.7 billion PLN in revenue and zł757 million PLB of EBITDAaL. On September 22, 2021, P4 sp. z o.o. entered into a sale and purchase agreement with Liberty Global PLC for its 100% shares in UPC Polska sp. z o.o. for a cash consideration of zł7.0 billion PLN. P4 would use its own cash and additional debt issuance to pay for the acquisition. The acquisition was expected to close in the first half of 2022, subject to approval of the relevant antitrust authorities. On April 1, 2022, P4 acquired 100% shares in UPC Polska sp. z o.o. from its shareholder, UPC Poland Holding B.V. for a cash consideration of zł7.013 billion PLN. On May 22, 2023, the borrower voluntarily prepaid zł1,400,000,000 with accrued interest. On August 24, 2023, the borrower voluntarily prepaid zł700,000,000 PLN with accrued interest. On October 22, 2023, the borrower voluntarily prepaid zł400,000,000 PLN with accrued interest. On April 25, 2025, the lending syndicate entered into an amendment agreement for the zł5.5 billion PLN with P4; in the amendment, the lenders extended the maturity period of four years — for a new maturity period of eight years — with March 26, 2030 as the new maturity date and introduced a sustainability-linked margin adjustment mechanism to the facility. Furthermore, on May 5, 2025, the borrower made a zł478,000,000 PLN voluntary partial prepayment of facility, making the outstanding amount of zł2.52 billion PLN.