Bank of China contributes $30 million AUD to a $610 million AUD syndicated loan to FOXTEL for debt repayment and working capital and general corporate purposes in 2019 (Linked to Record ID#93783)

Project narrative

On September 12, 2016, a syndicate of six banks — including the Sydney Branch of the Bank of China (BOC) — entered into a $400 million AUD syndicated revolving facility agreement with FOXTEL Management Pty Limited and FOXTEL Finance Pty Limited — two entities of Australian pay television company FOXTEL Group (NXE Australia Pty Limited), a joint venture between between Sky Cable Pty Limited (50%), a subsidiary of United States-incorporated News Corporation (owned by Australia's Murdoch family) and Telstra Media Pty Limited (50%), a subsidiary of Australia's Telstra Corporation Limited. The proceeds of this syndicated facility were intended to refinance Tranche C of FOXTEL's existing syndicated revolving facility agreement and fund general corporate purposes and working capital needs for FOXTEL. The Sydney Branch of BOC committed $75,000,000 AUD to the syndicated revolving facility. Record ID#93783 captures BOC's $75,000,000 AUD contribution to the 2016 facility. This syndicated revolving facility carried a maturity period of five years, a final maturity date of September 2021, and an interest rate based on the BBSY rate plus an initial margin of 2.10% that would then be determined based on the Total Debt to Earnings before interest, taxes, depreciation, and amortization (EBITDA) ratio of the FOXTEL Group as such: if the Total Debt to EBITA ratio was above 3.5, the margin would be 2.70%; if the Total Debt to EBITA ratio was above 3.0 but less than or equal to 3.5, the margin would be 2.40%; if the Total Debt to EBITA ratio was above 2.5 but less than or equal to 3.0, the margin would be 2.10%; if the Total Debt to EBITA ratio was above 2.25 but less than or equal to 2.5, the margin would be 1.90%; if the Total Debt to EBITA ratio was above 2.0 but less than or equal to 2.25, the margin would be 1.80%; if the Total Debt to EBITA ratio was above 1.5 but less than or equal to 2.0, the margin would be 1.70%; and if the Total Debt to EBITA ratio was less than 1.5, the margin would be 1.60%, which each margin adjustment taking effect on the first day of the next interest period (to be among one, two, three, four, five, six months or any other period as agreed by the facility agent and the borrowers. Then, on November 14, 2019, a syndicate of 10 banks — including the Sydney Branch of BOC — entered into a $610 million AUD syndicated revolving facility agreement with FOXTEL Management Pty Limited. The proceeds of this facility were to refinance any existing debt and fund general corporate purposes and working capital requirements of NXEA Group/FOXTEL Group. Per the terms of the 2019 syndicated facility, prior to the provision of the first funding portion of the 2019 facility, the borrower had to provide evidence that all amounts outstanding under the 2016 syndicated revolving facility agreement would be repaid in full and all commitments under the 2016 facility would be cancelled. The syndicated revolving facility carried a maturity period of three years and an interest rate based on the 3-Month BBSY Rate plus an initial margin of 3.00% that would then be determined based on the Total Debt to Earnings before interest, taxes, depreciation, and amortization (EBITDA) ratio of the FOXTEL Group as such: if the Total Debt to EBITA ratio was above 3.5, the margin would be 3.75%; if the Total Debt to EBITA ratio was above 3.0 but less than or equal to 3.5, the margin would be 3.25%; if the Total Debt to EBITA ratio was above 2.5 but less than or equal to 3.0, the margin would be 3.00%; if the Total Debt to EBITA ratio was above 2 but less than or equal to 2.5, the margin would be 2.75%; if the Total Debt to EBITA ratio was above 1.5 but less than or equal to 2.0, the margin would be 2.50%; and if the Total Debt to EBITA ratio was less than 1.5, the margin would be 2.00%, which each margin adjustment taking effect on the first day of the next interest period (to be among one, two, three, four, five, six months or any other period as agreed by the facility agent and the borrowers. Additionally, this syndicated revolving facility had a commitment fee that accrued at the rate of 45% of the applicable margin that would apply in relation to a funding portion outstanding on the date the fee is payable on the daily amount of the undrawn commitment, if any, of each lender financial close to the last day of the availability period of the facility (a month before its maturity date). The payment or procurement of payment of the accrued commitment fee in arrears was due on the last business day of each three month period from financial close to the end of the availability period and on the date of the cancellation of any committed amount There was an establishment fee for this facility due to the facility agent on behalf of the lenders as agreed by FOXTEL and its lenders due around the signing date. There were also agent's fees due to the facility agent as agreed by FOXTEL and the facility agent. Record ID#93786 captures BOC's $30,000,000 AUD contribution to the 2019 facility. The Sydney Branch of BOC committed $30,000,000 AUD to the syndicated revolving facility. In addition to the Sydney Branch of BOC, the following banks committed the following amounts to this syndicated revolving facility: Commonwealth Bank of Australia (CBA) ($120,000,000 AUD), Australia and New Zealand Banking Group Limited (ANZ) ($100,000,000 AUD), National Australia Bank Limited (NAB) ($100,000,000 AUD), Westpac Banking Corporation ($100,000,000 AUD), the Sydney Branch of Hongkong and Shanghai Banking Corporation Limited (HSBC) ($50,000,000 AUD), the Australian Branch of Bank of America N.A. ($35,000,000 AUD), Citicorp North America, Inc. ($25,000,000 AUD), the Sydney Branch of Deutsche Bank AG ($25,000,000 AUD), and the Sydney Branch of JPMorgan Chase Bank, N.A. ($25,000,000 AUD). ANZ, CBA, NAB, and Westpac served as the Mandated Lead Arrangers and Bookrunners. CBA served as facility agent. On April 8, 2021, Foxtel Management Pty Ltd and the lenders entered into an amendment agreement on the syndicated loan in which the Sydney Branch of BOC departed as a lender; its $30,000,000 AUD commitment was cancelled, and HSBC provided $15,983,606.55 AUD as a substitution for the proceeds of BOC's contribution that had already been drawn down.