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Overview

ICBC (Europe) Poland Branch contributes to debt rescheduling — via a one-year maturity extension in 2017 — of a $350 million USD syndicated revolving credit facility to Grupa LOTOS for refinancing purposes and the financing of inventories

Commitment Year2017Country of ActivityPolandDirect Recipient Country of IncorporationPolandOverseas JurisdictionPolandSectorAction Relating To DebtFlow TypeDebt rescheduling

Status

Project lifecycle

Completion

Pipeline: PledgePipeline: CommitmentImplementationCompletion

Timeline

Key dates

Commitment date
Nov 29, 2017
Last repayment (originally scheduled)
Dec 20, 2018

Stakeholders

Organizations involved in projects and activities supported by financial and in-kind transfers from Chinese government and state-owned entities

Funding agencies

State-owned Commercial Banks

  • Industrial and Commercial Bank of China (Europe) S.A. (ICBC (Europe))

Cofinancing agencies

Private Sector

  • Banco Santander, S.A. (Santander Group) (formerly Banco Santander Central Hispano, S.A.)
  • Bank Handlowy w Warszawie S.A. (BHW)
  • Bank Polska Kasa Opieki Spółka Akcyjna (Bank Pekao S.A.)
  • CaixaBank, S.A. (Formerly Criteria CaixaCorp)
  • Intesa Sanpaolo S.P.A. (formerly Cariplo/Banca Intesa/BCI)
  • mBank S.A. (formerly BRE Bank)
  • SMBC Bank International PLC (formerly Sumitomo Mitsui Banking Corporation Europe Limited (SMBCE))
  • Société Générale S.A. (SocGen or Societe Generale)

Receiving agencies

State-owned companies

  • Grupa LOTOS S.A.

Collateral providers

State-owned companies

  • Grupa LOTOS S.A.

Loan description

ICBC (Europe) Poland Branch contributes to debt rescheduling — via a one-year maturity extension in 2017 — of a $350 million USD syndicated revolving credit facility to Grupa LOTOS for refinancing purposes and the financing of inventories

Interest typeVariable Interest RateMaturity2 years

Collateral

The loan was secured by a security package consisting of a registered pledge over inventories, registered pledge over bank accounts, assignment of rights under inventory insurance agreements, assignment of rights under inventory storage agreements, and voluntary submission to enforcement.

Narrative

Full Description

Project narrative

On October 21, 2016, a syndicate of seven banks — including the Poland Branch of the Industrial and Commercial Bank of China (Europe) S.A. (ICBC (Europe)) — entered into an amendment for $400 million USD (zł1.592 billion PLN) syndicated revolving credit facility (RCF) agreement with Grupa LOTOS S.A. — a Poland-incorporated vertically integrated oil company based in Gdańsk listed on the Warsaw Stock Exchange with the State Treasury of the Republic of Poland as majority shareholder (53.19% stake) — for refinancing purposes and the financing of Grupa LOTOS's inventories, originally signed on October 10, 2012 and amended several times thereafter. The amendment stipulated that as of December 20, 2016, the RCF's limit would be reduced to $345 million USD, but its maturity period would be extended to December 20, 2017 and its other terms (an interest rate based on LIBOR, with the borrower able to select either 3-month or 6-month interest periods plus a margin and a security package consisting of a registered pledge over inventories, registered pledge over bank accounts, assignment of rights under inventory insurance agreements, assignment of rights under inventory storage agreements, and voluntary submission to enforcement) would remain the same. Then, on December 20, 2016, when the amendment took effect, two of the seven lenders — ING Bank Śląski S.A. and Bank Zachodni WBK S.A. — ceased to be parties and ICBC (Europe) joined as a lender. Record ID#109080 captures ICBC (Europe)'s contribution. In addition to ICBC (Europe), the following four lenders contributed to the loan syndicate: Bank Pekao S.A., Société Générale S.A. (SocGen), Bank Handlowy w Warszawie S.A. (BHW), and mBank S.A.. As of December 31, 2016, $200.1 million USD (zł836.3 million PLN) was outstanding. On November 29, 2017, a syndicate of nine lenders signed an annex to the $350 million USD RCF. The amendment stipulated that as of December 20, 2017, the RCF's limit would be increased to $400 million USD, but its maturity period would be extended by one year to December 20, 2018, the financial covenants were adjusted, but its other terms (an interest rate based on LIBOR, with the borrower able to select either 3-month or 6-month interest periods plus a margin and a security package consisting of a registered pledge over inventories, registered pledge over bank accounts, assignment of rights under inventory insurance agreements, assignment of rights under inventory storage agreements, and voluntary submission to enforcement) would remain the same. On December 20, 2017, the amendment went into effect, with the following four lenders joining: Intesa Sanpaolo S.p.A. Spółka Akcyjna Polish Branch, Banco Santander S.A., the Polish Branch CaixaBank S.A., and Sumitomo Mitsui Banking Corporation Europe (SMBCE) Ltd.. Record ID#109081 captures ICBC (Europe)'s contribution to this up-sizing. Record ID#109082 captures ICBC (Europe)'s contribution to this extension. As of December 31, 2017, $200.1 million USD (zł696.8 million PLN) was outstanding. On October 10, 2018, the nine-bank syndicate signed an annex to the $400 million USD RCF. The amendment stipulated its maturity period would be extended by one year to December 20, 2019. Record ID#109083 captures ICBC (Europe)'s contribution to this extension. As of December 31, 2018, $200.2 million USD (zł752.8 million PLN) was outstanding. On December 3, 2019, the nine-bank syndicate signed an annex to the $400 million USD RCF. The amendment stipulated its maturity period would be extended by one year to December 20, 2020, changed the obligation of the borrower to hold deposits securing payment of interest on the facility, and changed the contribution levels of the lenders. Record ID#109084 captures ICBC (Europe)'s contribution to this extension. As of December 31, 2019, $50.0 million USD (zł190.1 million PLN) was outstanding. On December 2, 2020, the lending syndicate signed an annex to the $400 million USD RCF. The amendment stipulated its maturity period would be extended by one year to December 17, 2021, amended the list of bank accounts covered by a registered pledge as security for the facility, and introduced or updated provisions on sanctions, Foreign Account Tax Compliance Act (FATCA), tax schemes/arrangements, events of default as well as anti-corruption provision. Furthermore, mBank S.A. and Intesa Sanpaolo S.p.A. withdrew from the syndicate, with Erste Group Bank AG, ING Bank Śląski S.A. and PKO BP S.A. joining the syndicate and the contribution levels of the lenders were changed. Record ID#109085 captures ICBC (Europe)'s contribution to this extension. As of December 31, 2020, $50.1 million USD (zł188.2 million PLN) was outstanding. On October 28, 2021, conditions set out in a consent letter confirming the financing banks’ consent for Grupa LOTOS S.A. to contribute an organized part of business (a tank farm that was part of the Gdańsk refinery) to LOTOS Asfalt Sp. z o.o. were satisfied, and thus the credit facility was automatically edited to reflect that. On December 7, 2021, the 10-bank syndicate signed an annex to the $400 million USD RCF. The amendment stipulated its maturity period would be extended by one year to December 16, 2022. Record ID#109086 captures ICBC (Europe)'s contribution to this extension. As of December 31, 2021, $100.1 million USD (zł406.3 million PLN) was outstanding. On August 1, 2022, PKN Orlen acquired Grupa LOTOS, which was merged into it.