Narrative
Full Description
Project narrative
On November 7, 2011, a syndicate of 12 banks — including ICBC (London) PLC — signed a $1.07 billion USD syndicated facility (loan) agreement with InterContinental Hotels Group PLC (IHG) — a British multinational hospitality company — and Six Continents Limited and InterContinental Hotels Limited — two England and Wales-incorporated subsidiaries of IHG for general corporate purposes. This facility carried a maturity of five years and an interest rate based on LIBOR (or EURIBOR, if the loan was denominated in euro) plus a margin based on the net borrowings to Earnings before interest, taxes, depreciation, and amortization (EBITDA) ratio for 12 months ending on each quarter date; if the ratio were greater than 3.00:1, the margin would be 1.70%; if the ratio were equal to or lower than 3.00:1 but greater than 2.50:1, the margin would be 1.35%; if the ratio were equal to or lower than 2.50:1 but greater than 2.00:1, the margin would be 1.10%; if the ratio were equal to or lower than 2.00:1 but greater than 1.50:1, the margin would be 1.00; and if the ratio were equal to or lower than 1.50:1, the margin would be 0.90%. This facility was also supported by a negative pledge. IHG, Six Continents, and InterContinental Hotels Limited all provided guarantees for this facility. The borrowers were obligated to pay a utilization fee which was calculated daily from November 7, 2011 and at the rate per annum (on the basis of a 360 day year) determined in accordance with this utilization level scheme: if the utilization level were equal to or lower than 33.34%, the utilization fee would be 0%; if the utilization level were higher than 33.34% but equal to or less than 66.67%, the utilization fee would be 0.20%; and if the utilization level were higher than 66.67%, the utilization fee would be 0.40%. IHG was also obligated to be pay a commitment fee to the facility agent (for the account of each lenders) calculated on a daily basis at an annual percentage rate equal to 35% of the relevant margin that would apply to a loan drawn down on that day, a participation fee to the facility agent (for the account of each original lender) a fee agreed in the fee letter, and an agent fee to the facility agent as agreed in the fee letter. In addition to ICBC London, the following institutions contributed to this syndicated loan: the Royal Bank of Scotland PLC (RBS, Barclays Bank PLC, the London Branch of Citibank N.A., the London Branch of DBS Bank Ltd., HSBC Bank plc, Lloyds TSB Bank plc, NB International Finance B.V., SunTrust Bank, Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU), U.S. Bank National Association, and Wells Fargo Bank N.A. Banc of America Securities LLC (BAS) served as the facility agent of this loan, and RBS, BAS, Citigroup Global Markets Limited, HSBC, Lloyds, and BTMU served as mandated lead arrangers.
Staff comments
1. The original loan agreement is available in its entirety at: https://www.sec.gov/Archives/edgar/data/858446/000119312512138919/d256000dex4ai.htm. 2. The individual contributions of the 12 lenders (unless specifically designated as a lender, the arrangers were not lenders) to this $1.07 billion USD syndicated loan are unknown. For the time being, AidData has estimated the contribution of ICBC London by assuming that the 12 lenders each contributed an equal amount ($89,166,666.6667 USD) to the loan syndicate.