ICBC provides a loan to facilitate Shanghai Jinjiang International Hotels and Thayer's acquisition of 100% of Interstate Hotels & Resorts, Inc.

Project narrative

On December 18, 2009, Hotel Acquisition Company, LLC (HAC) — a Delaware-incorporated special purpose vehicle (SPV) jointly owned by Thayer Hotel Investors V-A LP, a Delaware-incorporated private equity fund sponsored by Thayer Lodging Group, LLC, a Delaware-incorporated privately-held real estate investment company focused on hospitality headquartered in Annapolis, Maryland (50% stake) and Capital Gathering LLC, a Delaware-incorporated wholly-owned subsidiary of Shanghai Jin Jiang International Hotels (Group) Company Limited (50% stake), a Chinese hotel operator and manager headquartered on Shanghai listed on the Hong Kong Stock Exchange majority-owned (69.52% stake) by Jin Jiang International Holdings Company Limited, Chinese state-owned company wholly owned by the State-Owned Assets Supervision and Administration Commission of Shanghai Municipal Government — entered into a definitive merger agreement with American independent hotel management company Interstate Hotels & Resorts, Inc. to acquire all of the outstanding common stock and operating partnership units of Interstate of $2.25 USD per share in an all-cash transaction worth about $307 million USD. To facilitate the acquisition, in December 2009, the Industrial and Commercial Bank of China (ICBC) entered into a loan agreement with Hotel Acquisition Company. Record ID#110710 captures ICBC's loan. Interstate Hotels & Resorts, Inc. (IHR) was a Delaware-incorporated independent hotel company that managed or had ownership interests in 232 hospitality properties with more than 46,000 rooms in 37 states, the District of Columbia, Russia, India, Mexico, Belgium, Canada, Ireland, and England, with ownership interests in 56 of those properties, including six wholly owned assets. Interstate Hotels & Resorts also had contracts to manage 13 to be built hospitality properties with approximately 3,000 rooms, including in Costa Rica. It was the largest hotel company in the United States and listed on the New York Stock Exchange and headquartered in Arlington, Virginia. Interstate's board of directors unanimously approved the merger and recommended approval to the shareholders. Interstate’s lenders approved the transaction subject to certain pay downs at closing on its senior credit facility and on one of its non-recourse mortgage loans. The merger was expected to close in the first quarter of 2010. The acquisition was completed on March 18, 2010. This was the largest overseas acquisition in China’s hotel industry. The acquisition gave Jin Jiang Hotels access to the United States market, and the day after it was closed, Jin Jiang announced a Chinese hotel management joint venture with Interstate, an agreement with Thayer to establish a hotel asset management company and an investment fund focused on the Chinese hotel and tourism sector, and with both Interstate and Thayer to create multiyear training programs for Jin Jiang employees. In 2016, Interstate had doubled in size, with earnings before interest, taxes, depreciation and amortization (EBITDA) increasing from over $30 million USD at the time of acquisition to over $50 million USD today. In April 2011, ICBC entered into a $128 million USD senior secured credit facility agreement with Interstate Hotels and Resorts, Inc. — now wholly-owned by Hotel Acquisition Company — for refinancing purposes. The proceeds were to be used to retire (replace) an existing syndicated credit facility and a first mortgage debt secured by one of Interstate’s wholly-owned hotels. Record ID#110733 captures ICBC's loan. Circa September 25, 2013, the New York Branch of ICBC entered into a two loan facility agreements worth a total of $128,000,000 USD with Interstate Hotels and Resorts, Inc. for unspecified purposes. There was a $66,250,000 USD loan with a maturity period of 2.5 years and a final maturity date of March 31, 2016 and a $61,750,000 USD loan. The loan facilities were secured by two standby letter of credits from the Shanghai Branch of ICBC, which THI V Inca LLC pledged a 50% shareholding interest in Hotel Acquisition Company to secure 50% of the standby letter of credit. Record ID#110734 captures the $66.25 million USD loan. Record ID#110735 captures the $61.75 million USD loan. Then, circa March 31, 2016, the New York Branch of ICBC entered into an extension agreement with Interstate Hotels and Resorts, Inc. for the $66.25 million USD loan; ICBC extended the maturity period by six months — for a new maturity period of three years — with final maturity now September 30, 2016. The standby letter of credits were also extended. Record ID#110736 captures this debt rescheduling.