Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On March 9, 2020, The Chemours Company AR, LLC, a Delaware limited liability
company ("Chemours AR"), and The Chemours Company FC, LLC, a Delaware limited
liability company ("Chemours FC"), entered into the Amended and Restated
Receivables Purchase Agreement (the "Amended Purchase Agreement") with The
Toronto-Dominion Bank, as Administrative Agent (in such capacity, the
"Administrative Agent") and LC Bank (in such capacity, the "LC Bank"), and
certain purchasers party thereto (the "Purchasers"). Chemours FC is a
wholly-owned subsidiary of The Chemours Company, a Delaware corporation (the
"Company"), and Chemours AR is a wholly-owned, bankruptcy-remote special purpose
subsidiary of Chemours FC.
Pursuant to the Amended Purchase Agreement, the Administrative Agent (for the
ratable benefit of the Purchasers) agrees to purchase certain receivables from
Chemours AR (which Chemours AR from time to time may purchase from Chemours FC)
and in connection therewith the Purchasers agree to make investments to and the
LC Bank agrees to issue letters of credit for the account of Chemours AR
collectively in an aggregate amount of up to $125 million.
The Amended Purchase Agreement amends and restates, in its entirety, the
Receivables Purchase Agreement (the "Original Purchase Agreement"), dated as of
July 12, 2019, among Chemours AR, Chemours FC, the Administrative Agent, the LC
Bank and the Purchasers.
The Amended Purchase Agreement, among other things, extends the term of the
Original Purchase Agreement such that Chemours AR may sell certain receivables
and request investments and letters of credit until the earlier of March 5, 2021
or another event that constitutes a "Termination Date" under the Amended
Purchase Agreement and contains customary representations and warranties, as
well as affirmative and negative covenants. Chemours AR's obligations under the
Amended Purchase Agreement are secured by a lien on all of the property of
Chemours AR. The Company guarantees Chemours FC's obligations as the servicer of
the receivables and the original seller of the receivables to Chemours AR
pursuant to the Performance Guaranty between the Company and the Administrative
Agent.
As a result of the Amended Purchase Agreement, on March 9, 2020, the Company
repaid the $113 million of outstanding secured borrowings under the Original
Purchase Agreement, and sold and transferred effective control of $125 million
of its receivables (the "Aggregate Purchase Limit") to the Administrative Agent.
Such sales were transacted at 100% of the face value of the relevant
receivables, resulting in de-recognition of these receivables from the Company's
consolidated balance sheets. Cash received from future collections of sold
receivables will be used to fund additional purchases of receivables at 100% of
face value on a revolving basis, not to exceed the Aggregate Purchase Limit.
Costs associated with the sales of receivables to the Administrative Agent will
be reflected in the Company's consolidated statements of operations for the
periods in which the sales occur.
The foregoing description is only a summary of the Amended Purchase Agreement,
and is qualified in its entirety by reference to the full text of the Amended
Purchase Agreement, which is filed as Exhibit 10.1 hereto, respectively, and
which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1* Amended and Restated Receivables Purchase Agreement, dated as of March
9, 2020, by and among The Chemours Company AR, LLC, as seller, Purchasers party
thereto, The Toronto-Dominion Bank, as Administrative Agent, The
Toronto-Dominion Bank, as LC Agent and The Chemours Company FC, LLC, as initial
Servicer.
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
_______________
* The schedules and exhibits to Exhibit 10.1 have been omitted pursuant to Item
601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy
of such schedules and exhibits, or any section thereof, to the Securities and
Exchange Commission upon request.
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