Narrative
Full Description
Project narrative
On September 21, 2015, a syndicate of 25 banks — including the Bank of China (Luxembourg) S.A. (BOC Luxembourg) — entered into a zł1,500,000,000 PLN ($840 million USD; €840 million EUR) syndicated senior loan facilities agreement with Cyfrowy Polsat S.A. — a Poland-incorporated satellite television provider headquartered in Warsaw and listed on the Warsaw Stock Exchange — for refinancing and general corporate purposes. The facilities agreement consisted of two tranches: a zł1,200,000,000.00 PLN term loan facility and a zł300,000,000.00 PLN revolving facility. The facilities carried a maturity period of five years, a final maturity date of September 21, 2020, a repayment schedule consisting of quarterly installments of variable values, and an interest rate based on WIBOR for the relevant interest period plus a margin dependent on the borrower's ratio of net consolidated indebtedness to consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA), with lower ratios giving lower margins, with the highest margin applying when the ratio exceeded 3.50:1 and the lowest margin applying when the ratio was less than 1.50:1. The initial margin was 200 basis points (bps). The facilities were secured by (i.e. collateralized against) registered pledges on collections of movables and economic interests of variable composition comprised in the enterprise of Cyfrowy Polsat and its selected subsidiaries, registered and financial pledges on shares in the subsidiaries, registered and financial pledges on receivables related to bank accounts kept for Cyfrowy Polsat or its selected subsidiaries, ordinary and registered pledges on selected trademarks, assignments of rights for security, mortgages, notarial submissions to enforcement and similar collaterals on shares or assets of Cyfrowy Polsat’s subsidiaries, to be governed by foreign laws. If the net consolidated indebtedness to consolidated EBITDA ratio fell to or below 1.75:1, Cyfrowy Polsat would have a right to demand that the collateral be released, but such collateral would be required to re-established if the ratio rose above 1.75:1. UniCredit Bank AG served as security agent. Certain subsidiaries of Cyfrowy Polsat were to grant guarantees under the English law to each of the financing parties under the facilities agreement equal to the amount of the facility plus by all fees and receivables. Telewizja Polsat sp. z o.o., Cyfrowy Polsat Trade Marks sp. z o.o., and Polsat Media Biuro Reklamy Sp. z o.o. Sp. k. — Poland-incorporated wholly-owned subsidiaries of Cyfrowy Polsat S.A. — and Polsat License Ltd. — a Switzerland-incorporated wholly-owned subsidiary of Cyfrowy Polsat — were parties to the loan with unclear roles (possibly as guarantors or borrowers). Record ID#109203 captures BOC Luxembourg's contribution. In addition to BOC Luxembourg, the following lenders contributed to the loan syndicate: Powszechna Kasa Oszczędności Bank Polski S.A. (PKOP), Bank Zachodni WBK S.A., ING Bank Śląski S.A., Société Générale S.A. (SocGen), PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 1, PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2, BNP Paribas Fortis S.A./N.V., Bank Polska Kasa Opieki S.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU), Crédit Agricole Corporate and Investment Bank (CACIB), Credit Agricole Bank Polska S.A., DNB Bank Polska S.A., DNB Bank ASA, HSBC Bank Polska S.A., HSBC Bank PLC, Bank Handlowy w Warszawie S.A. (BHW), CaixaBank, S.A. (Spółka Akcyjna) Oddział w Polsce, mBank S.A., Bank Millennium S.A., Raiffeisen Bank Polska S.A., Goldman Sachs Bank USA, Erste Group Bank AG, Deutsche Bank Polska S.A., and the London Branch of UniCredit Bank AG. The London Branch of UniCredit Bank served as facility agent and security agent. PKOP, Bank Zachodni, ING Bank Śląski, and SocGen served as Global Banking Coordinators. The loan was oversubscribed in syndication. The proceeds were to be used by the borrower to repay the indebtedness under a senior facilities agreement dated April 11, 2014 and to fund the general corporate needs of the borrower and its group. On the same day, the same syndicate of 25 banks — including BOC Luxembourg — entered into a zł11,000,000,000 PLN syndicated senior loan facilities agreement with Polkomtel sp. z o.o. — a Poland-incorporated operator of mobile phone network and wholly-owned subsidiary of Cyfrowy Polsat S.A. — for refinancing and general corporate purposes. The facilities agreement consisted of two tranches: a zł10,300,000,000.00 PLN term loan facility and a zł700,000,000.00 PLN revolving facility. The facilities carried a maturity period of five years, a final maturity date of September 21, 2020, a repayment schedule consisting of quarterly installments of variable values, and an interest rate based on WIBOR for the relevant interest period plus a margin dependent on the borrower's ratio of net consolidated indebtedness to consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA), with lower ratios giving lower margins, with the highest margin applying when the ratio exceeded 3.50:1 and the lowest margin applying when the ratio was less than 1.50:1. The initial margin was 200 bps. The facilities were secured by (i.e. collateralized against) registered pledges on collections of movables and economic interests of variable composition comprised in the enterprise of Polkomtel or other members of Cyfrowy Polsat’s group, registered and financial pledges on shares in Cyfrowy Polsat’s group members, registered and financial pledges on receivables related to bank accounts kept for Polkomtel and members of Cyfrowy Polsat’s group, ordinary and registered pledges on selected trademarks, assignments of rights for security, mortgages, notarial submissions to enforcement and similar collaterals on shares or assets of members of Cyfrowy Polsat’s group, to be governed by foreign laws. Citicorp Trustee Company Limited served as security agent. Certain subsidiaries of Cyfrowy Polsat were to grant guarantees under the English law to each of the financing parties under the facilities agreement equal to the amount of the facility plus by all fees and receivables. Eileme 2 AB (publ), Eileme 3 AB (publ), and Eileme 4 AB (publ) — Sweden-incorporated wholly-owned subsidiaries of Cyfrowy Polsat — and Plus TM Management sp. z o.o., TM Rental sp. z o.o., and Plus TM Group sp. z o.o. — Poland-incorporated wholly-owned subsidiaries of Cyfrowy Polsat — were parties to the loan with unclear roles (possibly as guarantors or borrowers). Record ID#109238 captures BOC Luxembourg's contribution. The syndicate was the same as the loan to Cyfrowy Polsat, except that Citicorp Trustee Company Limited served as security agent (but was not a lender). The proceeds were to be used by the borrower to fully repay the outstanding debt under a senior facilities agreement dated June 17, 2013, to fully repay the indebtedness under the senior notes issued on January 26, 2012, by Eileme 2 AB (publ), and to fund the general corporate needs of the borrower and its group. Furthermore, on September 21, 2015, Cyfrowy Polsat and Polkomtel signed an amendment, restatement, and consolidation deed with lending syndicate; per the agreement, once the senior notes issued on January 26, 2012 were repaid by the facilities to Polkomtel, the loan facilities to Cyfrowy Polsat would be amended, with an up-sizing of the term loan facility to zł11,500,000,000.00 PLN (an increase of zł10,300,000,000.00 PLN) and the revolving facility would be increased to zł1,000,000,000.00 PLN (an increase of zł700,000,000.00 PLN) for a total face value of zł12,500,000,000.00 PLN. The proceeds would then be used to fully repaid the September 21, 2015 zł11 billion PLN loan to Polkomtel, with Polkomtel and its subsidiaries acceding to the amended facilities to Cyfrowy Polsat as borrower or guarantors as appropriate; in effect, the amendment sought to merge the two distinct loan facilities into one, transferring debt without representing a new commitment. On February 1, 2016, Polkomtel repaid the loan facilities, and the amendment was taken to effect, with the loan to Polkomtel repaid with the up-sized portion of the now combined Cyfrowy Polsat-Polkomtel loan. Then, on March 2, 2018, the lending syndicate — still including BOC Luxembourg — entered into the Second Amendment, Restatement and Consolidation Deed with Cyfrowy Polsat and Polkomtel for the zł12.5 billion PLN syndicated senior facilities agreement; in the amendment, the facilities agreement was extended by two years — for a new maturity period of seven years — out to mature on September 30, 2022, with principal payments to begin in 2019, with a modification of the ratio of consolidated net debt to consolidated EBITDA, below which Cyfrowy Polsat would not be obligated to establish or maintain securities for the facilities agreement by revising it to from 1.75:1 up to. Record ID#109245 captures BOC Luxembourg's contribution to the debt rescheduling. On July 19, 2018, Netia S.A., a 65.98%-owned subsidiary of Cyfrowy Polsat, a telecommunications company owning a fixed line cable television and broadband network, joined as a borrower and guarantor. On November 27, 2019, the borrowers entered into an agreement with a select syndicate of lenders to provide a zł1.000 billion PLN term loan facility as part of the zł12.5 billion PLN syndicated, known as Tranche B. On April 27, 2020, the lending syndicate — still including BOC Luxembourg — entered into the Third Amendment and Restatement Deed for the zł12.5 billion PLN syndicated senior facilities agreement; in the amendment, the facilities agreement was extended by two years — for a new maturity period of nine years — out to mature on September 30, 2024, with repayment scheduled on June 30, 2020, September 30, 2020, December 31, 2020, and March 31, 2021 were to be witheld and commence again on June 30, 2021 until June 30, 2024 in quarterly repayments of zł400,000,000 PLN each, with a modification of the ratio of consolidated net debt to consolidated EBITDA, below which Cyfrowy Polsat would not be obligated to establish or maintain securities for the facilities agreement by revising it to from 1.75:1 up to 3.00:1 and an increase in the level of specified financial covenants by 0.3:1. Record ID#109248 captures BOC Luxembourg's contribution to the debt rescheduling. On April 28, 2023, a syndicate of 21 banks — including the Luxembourg Branch of the Bank of China (BOC) and Industrial and Commercial Bank of China (Europe) S.A. (Spółka Akcyjna) Oddział w Polsce (ICBC (Europe)) — entered into a zł10.521 billion PLN-equivalent ($2.48818 billion USD; €2.31 billion EUR) syndicated senior sustainability-linked credit facilities agreement with Cyfrowy Polsat and Polkomtel for refinancing and general corporate purposes. The facilities agreement consisted of three tranches: a zł7,255,000,000.00 PLN (€1.6 billion EUR) term loan facility, a zł1,000,000,000.00 PLN (€220 million EUR) revolving facility, and a €506,000,000.00 EUR term loan facility. The facilities agreement carried a maturity period of five years and a final maturity date of April 28, 2028 for all tranches. The zł7.255 billion PLN term loan facility carried a repayment schedule of quarterly installments of variable amounts. The €506 million EUR term loan facility carried a repayment schedule of one installment on the final repayment date (a grace period of five years). The facilities carried an interest rate based on WIBOR (for the złoty tranches) or EURIBOR (for the euro tranche) for the relevant interest periods plus a margin, dependent on the level of the consolidated total debt ratio (net debt to consolidated EBITDA) calculated jointly for certain entities from Cyfrowy Polsat’s capital group, with lower ratios giving lower margins, with the highest margin applying when the ratio exceeded 4.50:1 and the lowest margin applying when the ratio was less than 1.80:1. Furthermore, as a sustainability-linked loan, the margin would also be adjusted based on Cyfrowy Polsat's capital group's performance against Key Performance Indicators (KPIs) concerning green energy production and zero-carbon electricity consumption by certain entities from the capital group. The facilities were secured by (i.e. collateralized against) registered pledges over collections of movables and property rights of variable composition, included in the enterprises of Cyfrowy Polsat, Polkomtel, Telewizja Polsat sp. z o.o., Netia S.A., Polsat Media Biuro Reklamy sp. z o.o., Polsat Media sp. z o.o. and Muzo.fm sp. z o.o.; financial and registered pledges over all shares in Polkomtel sp. z o.o. and Telewizja Polsat sp. z o.o. held by Cyfrowy Polsat, as well as over all shares in Netia S.A. held by the Cyfrowy Polsat, and all shares in Polsat Media Biuro Reklamy sp. z o.o. and Muzo.fm sp. z o.o. held by Telewizja Polsat sp. z o.o., and over all shares in Polsat Media sp. z o.o. held by Cyfrowy Polsat, Telewizja Polsat sp.z o.o. and Polsat Media Biuro Reklamy sp. z o.o., for which the applicable law was Polish law, together with powers of attorney to exercise corporate rights attached to the shares in the aforementioned companies; financial and registered pledges over the receivables related to the bank accounts of Cyfrowy Polsat, Polkomtel, Telewizja Polsat sp. z o.o., Netia S.A., Polsat Media Biuro Reklamy sp. z o.o., Polsat Media sp. z o.o., and Muzo.fm sp. z o.o., for which the applicable law was the Polish law; powers of attorney to the bank accounts of Cyfrowy Polsat, Polkomtel, Telewizja Polsat sp.z o.o., Netia S.A., Polsat Media Biuro Reklamy sp. z o.o., Polsat Media sp. z o.o., and Muzo.fm sp. z o.o., for which the applicable law was the Polish law; registered pledges over the rights to the trademarks of Cyfrowy Polsat, Polkomtel, Telewizji Polsat sp. z o.o., Netia S.A., Polsat Media sp. z o.o., for which the applicable law was Polish law; an assignment of receivables for security under hedging agreements payable to Cyfrowy Polsat and Polkomtel for which the applicable law was English law; assignment of rights for security under insurance agreements for real properties and assets made by Cyfrowy Polsat, Polkomtel, Telewizja Polsat sp. z o.o., Netia S.A., Polsat Media Biuro Reklamy sp. z o.o., Polsat Media sp. z o.o., and Muzo.fm sp. z o.o.; statements of Cyfrowy Polsat, Polkomtel, Telewizja Polsat sp. z o.o., Netia S.A., Polsat Media Biuro Reklamy sp. z o.o., Polsat Media sp. z o.o., and Muzo.fm sp. z o.o. on submission to enforcement under a notarial deed, for which the applicable law was Polish law; a joint contractual mortgage, governed by Polish law, over the following real properties owned by or in perpetual usufruct of Cyfrowy Polsat: (a) land property located in Warsaw, Targówek district, in the area of ul. Łubinowa, land and mortgage register No. WA3M/00104992/7, (b) land property located in Warsaw, Targówek district, in the area of ul. Łubinowa, land and mortgage register No. WA3M/00102149/9, (c) land property located in Warsaw, Targówek district, in the area of ul. Łubinowa, land and mortgage register No. WA3M/00103400/4, (d) land property located in Warsaw, Targówek district, in the area of ul. Zabraniecka, land and mortgage register No. WA3M/00131411/9, (e) land property located in Warsaw, Praga Północ district, in the area of ul. Zabraniecka, land and mortgage register No. WA3M/00100110/3, (f) land property located in Warsaw, Praga Północ district, in the area of ul. Zabraniecka, land and mortgage register No. WA3M/00100109/3, (g) land property located in Warsaw, Praga Północ district, land and mortgage register No. WA3M/00102615/7, (h) land property located in Warsaw, Praga Północ district, in the area of ul. Zabraniecka, land and mortgage register No. WA3M/00132063/1, (i) land property located in Warsaw, Targówek district, in the area of ul. Zabraniecka, land and mortgage register No. WA3M/00101039/8, (j) land property located in Warsaw, Targówek district, in the area of ul. Zabraniecka, land and mortgage register No. WA3M/00136943/2, (k) land held in perpetual usufruct and a building constituting a separate property located in Warsaw, Targówek district, in the area of ul. Utrata, land and mortgage register No. WA3M/00186120/2; a contractual mortgage, governed by Polish law, over land property located in Warsaw, Ursynów district, in the area of ul. Baletowa and Puławska, land and mortgage register No. WA5M/00478842/7, owned by Polkomtel; a joint contractual mortgage, governed by Polish law, over the following properties owned or co-owned by Netia S.A.: land property located in Jawczyce, Ożarów Mazowiecki commune, land and mortgage register WA1P/00133706/7, (b) land property located in Kraków, Podgórze district, in the area of ul. Luciany Frassati-Gawrońskiej, land and mortgage register KR1P/00359665/5, (c) land property located in Warsaw, Ursynów district, in the area of ul. Poleczki, land and mortgage register WA2M/00142936/8, (d) land property located in Warsaw, Ursynów district, in the area of ul. Poleczki, land and mortgage register WA5M/00468204/0, (e) land property located in Warsaw, Ursynów district, in the area of ul. Tango, land and mortgage register WA2M/00138733/4. If the debt ratio fell to or below 3.30:1, Cyfrowy Polsat would have a right to demand that the collateral be released, but such collateral would be required to re-established if the ratio rose above 3.30:1. Bank Polska Kasa Opieki served as a security agent. Certain subsidiaries of Cyfrowy Polsat were to grant guarantees under the English law to each of the financing parties under the facilities agreement equal to the amount of the facility plus by all fees and receivables. Record ID#109250 captures BOC's contribution to the zł7.255 billion PLN term loan facility. Record ID#109251 captures ICBC (Europe)'s contribution to the zł7.255 billion PLN term loan facility. Record ID#109253 captures BOC's contribution to the zł1 billion PLN revolving facility. Record ID#109254 captures ICBC (Europe)'s contribution to the zł1 billion PLN revolving facility. Record ID#109255 captures BOC's contribution to the €506 million EUR term loan facility. Record ID#109256 captures ICBC (Europe)'s contribution to the €506 million EUR term loan facility. The proceeds of the facilities were to be used by the borrower to fully repay the indebtedness under the senior facilities agreement dated September 21, 2015, to make funds available to companies implementing investment projects, and to finance general corporate needs of Cyfrowy Polsat’s capital group. On May 9, 2023, the borrowers executed the fully repayment of the September 2015 senior facilities agreement via a zł8.8437 billion PLN repayment made on May 16, 2023.