Agricultural Bank of China contributes $648 million USD to the $10.824 billion USD bridge facility of a $11.08404 billion USD syndicated loan for the Aramco Oil Pipelines Company Acquisition Project

Project narrative

On April 30, 2021, financial close was reached on a deal in which a syndicate of 19 lenders — including the Agricultural Bank of China (ABC), the Bank of China (BOC), and the Industrial and Commercial Bank of China (ICBC) — entered into a $11.08404 billion USD syndicated loan agreement with EIG Pearl Holdings S.à r.l. (Pearl Pipelines) — a special purpose vehicle (SPV) and joint venture of United States-based EIG Global Energy Partners (80% equity stake), Emirati state-owned sovereign wealth fund Mubadala Investment Company (5% equity stake), Chinese state-owned Silk Road Fund (5% equity stake), Saudi public pension fund Hassana Investment Company (HIC) (5% equity stake), and South Korea's Samsung Asset Management (5% equity stake) — for the Aramco Oil Pipelines Company Acquisition Project. This loan was divided into two tranches: a $10.824 billion USD bridge facility with a maturity period of four years and six months (4.5 years), a grace period of zero years, a final maturity date of November 16, 2025, and an interest rate based on LIBOR plus an estimated margin between 60 basis points (bps) and 150 bps and a $260.04 million USD debt service reserve facility with a maturity period of four years and six months (4.5 years), a grace period of zero years, a final maturity date of November 16, 2025, and an interest rate based on LIBOR plus an estimated margin of between 125 bps and 250 bps. Then, the loan was issued in June 2021. ABC and BOC each contributed approximately $648.00 million USD and ICBC contributed $400.00 million USD to the $10.824 billion USD bridge facility. Record ID#97670 captures ABC's contribution. Record ID#97671 captures BOC's contribution. Record ID#97672 captures ICBC's contribution. 17 lenders contributed to the bridge facility. In addition to the three Chinese state-owned banks, the following lenders contributed the respective amounts to the $10.824 billion USD bridge facility: Sumitomo Mitsui Banking Corporation (SMBC) ($648.00 million USD), Crédit Agricole Corporate and Investment Bank (CACIB) ($648.00 million USD), BNP Paribas S.A. ($648.00 million USD), Citibank ($648.00 million USD), First Abu Dhabi Bank (FAB) ($648.00 million USD), HSBC Bank ($648.00 million USD), MUFG Bank, Ltd. ($648.00 million USD), Mizuho Bank ($648.00 million USD), JPMorgan Chase ($648.00 million USD), Abu Dhabi Commercial Bank PSJC (ADCB) ($648.00 million USD), Standard Chartered Bank ($648.00 million USD), Arab Banking Corporation ($400.00 million USD), Intesa Sanpaolo S.P.A. ($400.00 million USD), Natixis ($400.00 million USD), Riyad Bank ($400.00 million USD), and Société Générale S.A. (SocGen) ($400.00 million USD). BOC contributed $16.90 million USD to the $260.04 million USD debt service reserve facility. Record ID#97673 captures BOC's contribution. 15 lenders contributed to the debt service reserve facility. In addition to BOC, the following lenders contributed the respective amounts to the debt service reserve facility: SMBC ($20.47 million USD), Crédit Agricole Corporate and Investment Bank (CACIB) ($16.86 million USD), BNP Paribas ($20.47 million USD), Citibank ($20.47 million USD), FAB ($20.47 million USD), HSBC ($20.47 million USD), MUFG Bank ($20.47 million USD), Mizuho ($20.47 million USD), JPMorgan ($20.47 million USD), ADCB ($16.86 million USD), Standard Chartered ($16.86 million USD), Natixis ($9.60 million USD), Riyad ($9.60 million USD), and SocGen ($9.60 million USD). BNP Paribas, Citibank, FAB, HSBC, JPMorgan, MUFG, Mizuho, and SMBC served as mandated lead arrangers and bookrunners. ABC, BOC, ICBC, ADCB, CACIB, Standard Chartered, Intesa Sanpaolo, Natixis, and Riyad served as mandated lead arrangers. In addition to the debt, the sponsors contributed $1.576 billion USD in equity. EIG contributed $1.2608 billion USD and Mubadala Investment Company, Silk Road Fund, Hassana, and Samsung Asset each contributed $78.8 million USD in equity. The proceeds were to be used by the borrower to facilitate the $12.4 billion USD acquisition of a 49% interest in Aramco Oil Pipelines Company's assets from Saudi Aramco; Aramco Oil Pipelines Company would then, via a lease and lease-back agreement, would grant Saudi Aramco the exclusive rights to use, operate, and maintain Saudi Aramco's oil pipeline network assets in Saudi Arabia for 25 years in exchange for a quarterly volume-based tariff payable by Aramco. Saudi Aramco signed the deal with Pearl Pipelines on April 9, 2021. The acquisition was closed on June 18, 2021. This was the largest example of infrastructure foreign direct investment in Saudi Arabia and the largest-ever closed acquisition financing in the region. Then, on October 4, 2022, a syndicate of 10 banks — including the London Branch and the Dubai Branch of BOC— entered into a $1,735,000,000 USD syndicated loan agreement with EIG Pearl Holdings S.à r.l. for the Aramco Oil Pipelines Company Acquisition 2022 Refinancing Project. This loan was divided into two tranches: a $910,000,000 USD tranche known as 'Initial Facility A' with a maturity period of 15 years and a $825,000,000 USD tranche known as 'Initial Facility B' with a maturity period of 20 years. The loan carried interest at a compounded reference rate (SOFR) where the percentage rate per annum which is the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day, plus an applicable margin as defined in the agreement. BOC contributed $200,000,000 USD to the $910 million USD tranche. Record ID#110384 captures the contribution of the London Branch of BOC. Record ID#110399 captures the contribution of the Dubai Branch of BOC. The proceeds were used by the borrower to partially refinance the 2021 $10.824 billion USD bridge facility used by the borrower to facilitate the $12.4 billion USD acquisition of a 49% interest in Aramco Oil Pipelines Company's assets from Saudi Aramco. On October 12, 2022, the borrower drew down $903,175,000 USD from Initial Facility A and $816,750,000 USD from Initial Facility B to partly repay the existing bridge facility. As a result, $1,719,925,000 USD of the bridge facility was settled, with the existing amount drawn reduced to $6,821,491,246 USD. $6,825,000 USD from Initial Facility B and $8,250,000 USD from Initial Facility B was held by the agent towards the upfront fees on October 12, 2022, with the loan fully disbursed. As of December 31, 2022, the facility had accrued $20,126,465 USD in interest. On March 14, 2023, EIG Pearl Pipelines entered into a $1,250,000,000 USD additional facility agreement with borrowers to further partly repay the bridge facility. Then, on April 13, 2023, an unspecified member(s) of the lending syndicate — with Société Générale S.A. (SocGen) acting as interest swap provider to said lender(s) — entered into an $500,000,000 USD incremental facility agreement with the borrower for the $1,735,000,000 USD syndicated loan, raising the total value to $2,235,000,000 USD. This loan carried a maturity period of 20 years and an interest rate based on the compounded reference rate of the initial facilities agreement plus a margin of 2.45% per annum. The proceeds were used to partly refinance the bridge facility, with the full $500,000,000 USD value drawn down for this purpose on April 27, 2023. As of June 30, 2023, the October 2022 facility had accrued $35,899,395 USD in interest. On July 28, 2023, at least three members of the lending syndicate — including BOC, with SocGen and BNP Paribas acting as interest swap providers to the other lenders — entered into a $900,000,000 USD incremental facility agreement with the borrower for the $2,235,000,000 USD syndicated loan, raising the total value to $3,135,000,000 USD, for the Aramco Oil Pipelines Company Acquisition 2023 Refinancing Project. Then, on August 22, 2023, the incremental facility was increased by $500,000,000 USD, raising the total value to $3,635,000,000 USD. The incremental facility carried a maturity period of 23 years and a final maturity date of July 28, 2046 and carried an interest rate of SOFR plus a margin of 2.7%. The proceeds were used to partially refinance the 2021 $10.824 billion USD bridge facility. The $1.4 billion USD was fully drawn on August 31, 2023. BOC contributed $400,000,000 USD, while BNP Paribas and SocGen covered for lenders that contributed $500,000,000 USD each. Record ID#110400 captures BOC's contribution. Then, on September 20, 2023, an unspecified member(s) of the lending syndicate — with SocGen acting as an interest swap providers to said lender(s) — entered into an $600,000,000 USD incremental facility agreement with the borrower for the $3,135,000,000 USD syndicated loan, raising the total value to $3,135,000,600 USD. This loan carried a maturity period of 23 years and an interest rate based on the compounded reference rate of the initial facilities agreement plus a margin of 2.75% per annum. The proceeds were used to partly refinance the bridge facility, with the full $600,000,000 USD value drawn down for this purpose by December 31, 2023. As of December 31, 2023, the October 2022 facility had accrued $41,902,533 USD in interest. As of December 31, 2023, the incremental facility had accrued $37,713,278 USD in interest. In 2024, a further $1,500,000,000 USD incremental facility and a $500,000,000 USD incremental facility with the borrower was signed on March 14, 2024, a $300,000,000 USD incremental facility with the borrower was signed on March 28, 2024, a $500,000,000 USD incremental facility was signed on May 29, 2024, and a $245,000,000 USD incremental facility was signed on May 30, 2024, all of which under the October 2022 facility. The incremental facilities were used to fully repay the remaining balance of the 2021 bridge facility.