Narrative
Full Description
Project narrative
On December 18, 2012, a syndicate of 24 lenders and eight export credit agencies (ECA) — including the Industrial and Commercial Bank of China (Asia) Limited (ICBC (Asia)) — entered into a collective total of $20 billion USD in debt arrangements with Ichthys LNG Pty Ltd. — a special purpose vehicle (SPV) jointly owned by Tokyo Gas (1.575% equity stake), Osaka Gas (1.2% equity stake), Chubu Electric Power (0.735% equity stake), Toho Gas (0.42% equity stake), Kansai Electric Power (1.2% equity stake), CPC Corporation Taiwan (2.62% equity stake), Total S.A. (26% equity stake) and INPEX Corporation (66.25% equity stake) — for the $37.4 billion USD Ichthys Liquefied Natural Gas (LNG) Project. Financial close was then achieved on January 30, 2013. The $20 billion USD debt can be broken down into four substantial groupings: $5.83 billion USD of direct export facilities from ECAs; $5.37 billion USD of ECA-covered (insured or guaranteed) debt from commercial lenders; $4.8 billion USD of uncovered commercial loan debt from commercial lenders; and $4 billion USD in senior sponsor/shareholder loans. The $4.8 billion USD of commercial loan debt carried a maturity period of 16 years and a final maturity date of January 30, 2029, and an interest rate of LIBOR plus a margin at and above 240 basis points (bps) during construction, to rise to 375 bps during operations, with a fee of in the mid-200 bps range. A syndicate of at least 24 banks — including ICBC (Asia) — contributed to the $4.8 billion USD commercial debt. ICBC (Asia) contributed $174 million USD) to the debt. Record ID#94647 captures ICBC (Asia)'s contribution. The $5.37 billion USD of ECA-covered (insured or guaranteed) debt from commercial lenders carried a maturity period of 16 years, a final maturity date of January 30, 2029, and an interest rate of LIBOR plus a margin of 220 bps with a fee of 200 bps. A syndicate of 24 banks — including ICBC (Asia) — contributed to the $5.37 billion USD covered debt, with each of those lenders providing $223.75 million USD. Record ID#94646 captures ICBC (Asia)'s contribution Each of the owners of Ichthys LNG severally guaranteed the repayment of the loans to the lenders during the construction, with Japanese state-owned Japan Oil, Gas and Metals National Corporation (JOGMEC) taking part of INPEX's liability with respect to its portion of such guarantee, namely up to $2 billion USD. Then, on May 16, 2016, financial close was reached on a deal in which a syndicate of 10 banks — including the Bank of China (BOC) — entered into a $600.00 million USD syndicated term loan agreement with Ichthys LNG Pty Ltd. for the Ichthys LNG Project. This loan carried a maturity period of 12 years and seven months (12.583 years) and a final maturity date of December 17, 2028. The proceeds were to be used for additional financing for the Ichthys LNG Project. BOC contributed $60.00 million USD to the loan syndicate. Record ID#101787 captures BOC's contribution. Then, on June 15, 2017, financial close was reached on a deal in which a syndicate of 23 banks — including BOC, the Industrial and Commercial Bank of China (ICBC), the Agricultural Bank of China (ABC), and China Construction Bank Corporation (CCB) — entered into a $3 billion USD syndicated term loan agreement with Ichthys LNG Pty Ltd. for the Ichthys LNG 2017 Refinancing Project. This syndicated loan carried a maturity period of ten years and nine months (10.75 years) and a final maturity date of March 31, 2028; it was divided into term and revolving facilities, split between two $960 million USD tranches, two $240 million USD tranches, and one $600 million USD tranche with the same maturity. This loan was supported by Total S.A. through a put option and guarantee structure. The proceeds of this syndicated loan were to be used by the borrower for refinancing $1.2 billion USD of senior and $1.8 billon USD of subordinated loans to Ichthys. BOC contributed $150 million USD, ICBC contributed $60 million USD, ABC contributed $150 million USD, and CCB contributed $150 million USD to the loan syndicate. Record ID#94668 captures BOC's contribution. Record ID#94669 captures ICBC's contribution. Record ID#94670 captures ABC's contribution. Record ID#94671 captures CCB's contribution. In addition to the four Chinese state-owned banks, the following lenders contributed the respective amounts to the loan syndicate: ANZ ($190 million USD), BNP Paribas S.A. ($170 million USD), ABN AMRO Bank ($150 million USD), Commerzbank AG ($150 million USD), Crédit Agricole ($150 million USD), DBS Bank ($150 million USD), SMBC ($150 million USD), Westpac ($150 million USD), Bank of America Corporation ($140 million USD), Citibank ($140 million USD), HSBC Bank Plc ($140 million USD), Standard Chartered Bank ($140 million USD), Banco Santander, S.A. ($110 million USD), Mizuho Bank ($110 million USD), DZ Bank AG ($90 million USD), Taipei Fubon Bank ($50 million USD), SMTB ($25 million USD), and SocGen ($150 million USD). Then, on June 16, 2020, a syndicate of 28 lenders and seven ECAs — including CCB, ICBC, and Bank of Communications (BoComm) — entered into a $8.2923 billion USD syndicated term loan agreement with Ichthys LNG Pty Ltd. for the Ichthys LNG 2020 Refinancing Project. This syndicated loan was divided into two tranches, each with a maturity period of eight years and six months (8.5 years) and a final maturity date of December 15, 2028: a $4.217 billion USD term loan tranche with an interest rate of LIBOR plus a margin of 180 basis points (bps) and a $4.0753 billion USD ECA-covered loan tranche with an interest rate of LIBOR plus a margin of 100 bps. Atradius, Euler Hermes, Export Finance Australia (EFA), KEXIM, K-Sure, and NEXI provided insurance/guarantees for the debt. CCB, ICBC, and BoComm only contributed towards the ECA-covered tranche. CCB contributed $300.00 million USD, ICBC contributed $100.00 million USD, and BoComm contributed $70.00 million USD. Record ID#94689 captures CCB's contribution. Record ID#94690 captures ICBC's contribution. Record ID#94691 captures BoComm's contribution. Then, on May 11, 2022, financial close was reached on a deal in which a syndicate of 21 lenders — including BOC, BoComm, CCB International Finance Limited, and ICBC — entered into a $3.500 billion USD syndicated loan agreement with Ichthys LNG Pty Ltd. for the Ichthys LNG 2022 Refinancing Project. This loan carried a maturity period of six years and six months (6.5 years). In addition to the $3.5 billion USD loan, the refinancing included a $1.300 billion USD commercial bond arranged by Citigroup, Crédit Agricole Group, Mizuho Bank, MUFG Bank, and Société Générale S.A. (SocGen). BOC contributed $59.00 million USD, BoComm contributed $70.00 million USD, CCB International Finance contributed $151.00 million USD, and ICBC contributed $46.00 million USD to the $3.5 billion USD syndicated loan. Record ID#101453 captures BOC's contribution. Record ID#101454 captures BoComm's contribution. Record ID#101455 captures CCB International Finance's contribution. Record ID#101456 captures ICBC's contribution. The purpose of the $37.4 billion USD Ichthys LNG Project was to construct offshore facilities capable of producing natural gas and gas condensate on Block WA-285-P, located in the 800-square kilometer Ichthys offshore gas field in the Browse Basin in the Timor Sea off the coast of Western Australia, to be transported, through a 889-kilometer long subsea pipeline with a diameter of 42 inches, to onshore facilities 885 kilometers from the field at Bladin Point (also known as Blaydin Point), near Darwin, Northern Territory for gas processing. The project featured 50 subsea production wells, a permanently moored 122,000 ton semi-submersible central processing facility (CPF) (the world's biggest semi-submersible platform), known as the 'Ichthys Explorer', and a floating, production, storage and offloading facility (FPSO), known as the 'Ichthys Venturer' for the offshore processing of condensates with a storage capacity of 1.12 barrels of condensate. The CPF would initially process the well flows to extract condensate and remove impurities from gas, to be sent to FPSO, from which the gas would transported via the pipeline to the onshore LNG terminal at Darwin. The onshore LNG processing facility, located on a 361-hectare site at Bladin Point, consisted of two LNG processing trains, product storage tanks, condensate and LPG plants, a 500 MW Ichthys Combined Cycle Power Plant (CCPP), and a product-load out jetty. The project was expected to produce 8.9 million tons (Mt) of LNG and 1.6 Mt of liquefied petroleum gas (LPG) annually and up to 100,000 barrels of condensate daily over its 40-year operational life. The Ichthys Field was discovered in 2000. It lies in 250-meter deep waters and contains an estimate 12.8 trillion cubic feet of gas and 500 million barrels of condensate at depth up to 4,500 meters beneath the seabed. The Ichthys LNG Project was reportedly Japan's biggest overseas investment project and first LNG megaproject.
Staff comments
1. Latham & Watkins advised the lenders, while Allen & Overy advised the borrowers.