Narrative
Full Description
Project narrative
On October 18, 2021, financial close was reached on a deal in which a syndicate of 25 lenders — including the Dubai and New York Branches of the Bank of China (BOC) — entered into a $7.26763 billion USD syndicated limited recourse project finance loan agreement with Jazan Integrated Gasification & Power Company (JIGPC) — a special purpose vehicle and joint venture of American firm Air Products and Chemicals, Inc. (46% ownership stake), Saudi Arabia's ACWA Power (25% ownership stake), Saudi Aramco Power Company (20% ownership stake), and Gas Industry Company (Saudi Arabia's Air Products Qudra) (9% ownership stake) — for the Jazan IGCC Acquisition Project. The debt was divided into six tranches: a 14-year $1.600 billion USD term loan tranche provided by Saudi Industrial Development Fund (SIDF), a fixed rate tranche with a maturity period of 24 years and an interest rate of LIBOR plus 125 basis points that was provided by non-bank financial institutions, a seven-year U.S. dollar denominated tranche, a $2.18 billion USD amortizing tranche with a maturity period of 17 years and an interest rate based on LIBOR plus a margin between 125 and 150 bps, a seven-year Saudi riyal-denominated Istisna-Ijara tranche, and a seven-year Saudi Riyal-denominated Wakala-Ijara tranche. In addition to the Dubai and New York Branches of BOC, the following lenders contributed the syndicated loan: Banque Saudi Fransi (BSF), Riyad Bank, Standard Chartered Bank, First Abu Dhabi Bank (FAB), Saudi Awwal Bank (SAB - Awwal), Abu Dhabi Commercial Bank PJSC (ADCB), HSBC Bank, Natixis, Al Rajhi Bank, Arab Petroleum Investments Corporation (APICORP), Intesa Sanpaolo S.p.A., DZ Bank, JPMorgan Chase, Korea Development Bank (KDB Bank), Mizuho Bank, Sumitomo Mitsui Banking Corporation (SMBC), MUFG Bank, Ltd., Alinma Bank SJSC, Bank Albilad, Bank Aljazira (BAJ), Saudi National Bank, Samsung Life, Samsung Securities, and Saudi Industrial Development Fund (SIDF). BOC, ADCB, BSF, FAB, Natixis, SAB - Awwal, SMBC, and Standard Chartered Bank served as global coordinators and bookrunners. Al Rajhi, Alinma, APICORP, SNB, JPMorgan, and Mizuho served as bookrunners. The Jazan Integrated Gasification Combined Cycle (IGCC) Complex consisted of an integrated Gasification, Combined Cycle Power Plant, an Air Separation Unit (ASU), and associated utilizes located on the eastern cost of the Red Sea, adjacent to the existing Jazan refinery, approximately 80 kilometers to Jazan Economic City in the Jizan Province of Saudi Arabia. The power plant consisted of five combined-cycle units, each equipped with two 5000F heavy-duty gas turbines, two dual pressure afterburner reheated horizontal waste heat boilers, a steam turbine, and three generators with a capacity of 770 MW each for a total capacity of 3,850 MW. The ASU had an estimated daily capacity of 75,000 tons of oxygen and nitrogen. The gasification unit, consisting of 15 oxygen silencers, 15 process steam silencers, 15 start-up steam silencers, and four high-pressure steam silencers, had an hourly capacity of up to 2,110,000 normal cubic meters of syngas. The Jazan refinery would supply vacuum residue feedstock for gasification at the IGCC complex, while the gasification unit would be supplied with oxygen generated by the ASU in order to produce hydrogen and syngas, which would then be used for power generation by the combined-cycle facility. The entire facility would produce 585,000 tons of steam per hour, 184,000 normal cubic meters of hydrogen per, and 3,850 MW. Other infrastructure at the complex included tanks, water treatments, reverse osmosis (RO) units, cooling water systems, common pipe racks, an acid gas removal unit, sulphur recovery units, essential/black start power systems, seawater systems, tank farms, substations, and administration buildings. Construction of the Jazan IGCC was nearly finished at the time of the acquisition; formal completion had been delayed due to the financing gap needed for commercial operations. Under the acquisition, JIGPC would formally commission, own, and operate under an Own-Operate-Transfer (OOT) project delivery model for a 25-year period. Saudi Aramco would supply feedstock produced by the Jazan refinery to the JGCC, would be gasified to produce fuel for the power plant which would supply the Jazan refinery and the Saudi electric grid. Specifically, 300 MW would be used by the refinery, 1,100 MW by JIGPC, and the remaining 2,400 MW to the grid. The Jazan IGCC Complex was the largest gasification facility in the world and an anchor tenet of the Jazan Economic City. The proceeds of this loan were to be used by the borrower to finance its purchase of the Jazan IGCC Complex from Saudi Aramco; it also included the repaying of $1.8 billion USD debt taken out in 2015 by Air Products and ACWA to finance the air separation unit. In addition to the debt, the sponsors provided $4.8 billion USD in equity for the $12.06763 billion acquisition: ACWA Power provided $1.200 billion USD, Air Products provided $2.4288 billion USD, Saudi Aramco Power Company provided $960.00 million USD, and Qudra provided $211.20 million USD. The acquisition was signed on September 27, 2021. The acquisition of the first group of IGCC assets was completed on October 27, 2021.. The acquisition of the second group of IGCC assets was completed on January 20, 2023.
Staff comments
1. Financial advisers on the deal were Standard Chartered and Fransi. Covington and Hatem Abbas Ghazzawi are legal advisers to the sponsors, White & Case to Aramco, and Shearman & Sterling and Dr Sultan Almasoud & Partners to the lenders. 2. The Government of Saudi Arabia's Public Investment Fund (PIF) steadily increased its stake in ACWA Power — the Saudi infrastructure developer — from 9.78% prior to 2018 up to 33.36% and then to 50% by December 2020. ACWA Power underwent an IPO in October 2021, selling 11.1% of its shares. 3. Saudi Aramco Power Company (SAPCO) was established in 2016, as a wholly-owned subsidiary of Saudi Aramco, to house Saudi Aramco's investments in the Kingdoms' utility sector and provide electrical power services to Saudi Aramco Affiliates and other industrial and commercial entities within the Kingdom. 4. While IJGlobal's "Acquisition of Jazan IGCC Power Plant (3800MW)" provides a lender-by-lender contribution breakdown to the loan syndicate, it only lists 19 lenders, when it is known from other sources, such as QNB's "QNB Financial Services Daily Market Report October 28, 2021" state hat there were at least 25. Furthermore, PFI's "PFI Global Awards 2021" mentions that the $5.7 billion USD in non-SIFD debt was split equally into a seven-year hard mini-perm tranche and a 17-year amortizing tranche, and included a seven-year U.S. dollar denominated tranche, a 17-year U.S. dollar denominated tranche, a seven-year Istisna-Ijara tranche, a seven-year Wakala-Ijara tranche, and a 24-year fixed rate tranche (provided by non-bank financial institutions). These figures conflict with IJGlobal because 1) it challenges IJGlobal's assertion that BOC and other banks contributed to the fixed rate tranche, which itself challenges BOC's contribution to the other tranches and 2) its claim that the debt was split equally into the 17-year and seven-tranche tranches was incorrect. "Jazan utility assets acquisition, Saudi Arabia", another IJGlobal source, lists BOC as a lender on the $2.18 billion USD tranche, but lists fewer lenders than the IJGlobal dataset entry for that same tranche, making it hard to discern which is accurate. As PFI was awarding the loan its Deal of the Year award and was published in December 2021 and has some claims corroborated by other sources, AidData has assessed it to be the more valid of the two sources. As a result, AidData has coded BOC's participation in this loan as a single project record as opposed to creating projects multiple tranches. Additionally, as there is grave conflicting information on which tranches BOC contributed to, AidData has decided to not apply an average maturity or average interest rate assumption. This issue merits further investigation. 5. The size of the monetary contributions of Bank of China Dubai Branch and Bank of China New York Branch to the unaccounted $5.667 billion USD of this syndicated loan are unknown ($1.6 billion USD being provided by SFID). For the time being, AidData assumes that the 25 known participations in the loan syndicate contributed equally ($226,680,000 USD), with each BOC branch count as an individual lender. 6. Saudi Aramco (Arabic: أرامكو السعودية ʾArāmkū as-Suʿūdiyyah), officially the Saudi Arabian Oil Group (formerly Arabian-American Oil Company) or simply Aramco, is a Saudi Arabian public petroleum and natural gas company based in Dhahran. It is a state-owned enterprise. Saudi Aramco is publicly traded but the Saudi Government owns more than 98% of its shares.