Narrative
Full Description
Project narrative
On June 25, 2011, Wanhua Industrial Group (Wanhua) signed an EUR 1.1 billion syndicated loan agreement (‘financial service cooperation agreement’) with Bank of China on behalf of four Chinese state-owned banks: Bank of China (BOC), Bank of Communications, the Industrial and Commercial Bank of China (ICBC), and the Export-Import Bank of China. The purpose of the syndicated loan was to help Wanhua obtain full control of BorsodChem Zrt. — a chemical raw material manufacturing company headquartered in Kazincbarcika, Northern Hungary. The borrowing terms of the loan are unknown. However, it is known that an EUR 900 million tranche from BOC, Bank of Communications, and ICBC was used by Wanhua Industrial Group to obtain a 96% ownership stake in BorsodChem Zrt. As a result of this acquisition, Wanhua became the third largest isocyanate producer in the world. Record ID#89908 captures BOC's estimated contribution, Record ID#92451 captures ICBC's estimated contribution, and Record ID#92454 captures Bank of Communications' estimated contribution. The merger was already complete as of January 31, 2011 (despite the ‘cooperation agreement’ not being signed until June 2011). After the completion of the merger, BorsodChem Zrt. was renamed Wanhua-BorsodChem (匈牙利宝思德化学公司). A second, EUR 200 million ($217 million) tranche from China Eximbank was issued on November 28, 2017 and used to support technical reforms and the day-to-day operations of BorsodChem (captured via Record ID#89909). This working capital loan was provided directly to Wanhua-BorsodChem, with Wanhua Industrial Group serving as guarantor. Acquired in 2006 for EUR 1.6 billion by First Chemical Holding (FCH), the heavily indebted BorsodChem ran into severe financial difficulties two years later when financial markets seized up. In 2009, Wanhua — considered a direct competitor of BorsodChem — began buying up large chunks of BorsodChem’s mezzanine debt, giving it an influential voice in restructuring talks. Then, in mid-February 2010, Wanhua acquired a 38% stake in FCH, the holding company of BorsodChem, which is controlled by Permira, the UK buy-out fund, and VCP Capital Partners. FCH and Wanhua signed debt-equity swap agreement that provided EUR 140 million in capital for a new chemical plant in eastern Hungary. Wanhua was to inject an initial EUR 30 million ($41 million) into BorsodChem immediately, followed by a second tranche of EUR 110 million within the next five weeks. As a result, Wanhua become a ‘significant’ minority owner in BorsodChem and was hold a call option over the buy-out groups’ stakes in BorsodChem within the next two years. According to Wanhua's 2017 Annual Report, Wanhua Industrial acquired the remaining 4% equity stake in BorsodChem in 2016.
Staff comments
1. The Chinese project title is 持万华实业并购匈牙利宝思德化学公司 or 山东省分行支持万华实业并购匈牙利宝思德化学公司. 2. BorsodChem Zrt specializes in isocyanates (MDI, TDI), PVC and chlor-alkali (vinyl) businesses. The main production site is located in Kazincbarcika, Hungary but the production is also supported by other European production capacities located in Ostrava, the Czech Republic and Kędzierzyn-Koźle, Poland. 3. It appears that the legal entity that acquired BorsodChem Zrt. is called First Chemical Holding Vagyonkezelő Korlátolt Felelősségű Társaság (Hungary). 4. At the time of the January 31, 2011 acquisition, Wanhua held a 96% ownership stake in BorsodChem Zrt. and the remaining 4% was held by the creditors of BorsodChem Zrt. However, in 2016, Wanhua acquired this additional 4% ownership stake in the company. 5. The individual contributions of Bank of China, Bank of Communications, and ICBC to this syndicated loan are unknown. For the time being, AidData has estimated the commitment of each bank by assuming that the three lenders contributed equal amounts (EUR 300 million) to the loan syndicate. 6. On June 25, 2011, Bank of China and Wanhua Group signed a "financial service cooperation agreement" for 1.1 billion euros in Budapest, Hungary. As the merger had already been completed, AidData assumes this project is complete despite the cooperation agreement being signed post-merger. In the absence of an official commitment date, AidData uses the agreement signing date as the commitment date. However, this issue merits further investigation.