ITEM 1.01.
Entry into a Material Definitive Agreement
On September 5, 2018, Schneider Receivables Corporation (the “Seller”), a wholly-owned subsidiary of Schneider National, Inc. (“Schneider”), entered into Joinder and Amendment No. 2 to its Amended and Restated Receivables Purchase Agreement (the “2018 Receivables Purchase Agreement”) relating to the Seller’s $200 million secured accounts receivable facility. The 2018 Receivables Purchase Agreement further amends and restates the Seller’s Amended and Restated Receivables Purchase Agreement dated as of March 31, 2011, as amended (the “Existing Receivables Purchase Agreement”). The parties to the 2018 Receivables Purchase Agreement are the Seller, as seller, Schneider, as servicer, Wells Fargo Bank, N.A., as administrative agent and letter of credit issuer, and the purchasers party thereto.
The 2018 Receivables Purchase Agreement has a scheduled maturity date of September 3, 2021, allows the Seller to borrow funds against qualifying trade receivables at rates based on one-month LIBOR and provides for the issuance of standby letters of credit. The 2018 Receivables Purchase Agreement contains representations, warranties, covenants and events of default substantially similar to the Existing Receivables Purchase Agreement, except that the 2018 Receivables Purchase Agreement, among other things: (i) extends the scheduled maturity date to September 3, 2021, (ii) provides for automatic termination of the existing minimum consolidated net worth covenant when the terms of other material debt of Schneider or its subsidiaries do not contain a consolidated net worth covenant and (iii) provides for a consolidated interest coverage covenant that will become effective automatically upon termination of the consolidated net worth covenant described in (ii) above. In addition, PNC Bank, National Association, joined the 2018 Receivables Purchase Agreement as a purchaser.
The 2018 Receivables Purchase Agreement contains various financial and other covenants, including required minimum consolidated net worth (subject to termination as described in the preceding paragraph), consolidated net debt, consolidated interest coverage (effective upon termination of the consolidated net worth covenant as described in the preceding paragraph) and other affirmative and negative covenants customary for facilities of this type.
The foregoing description of the 2018 Receivables Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the 2018 Receivables Purchase Agreement, which is filed as Exhibit 10.1 to this report, and is incorporated by reference herein.
In the ordinary course of their respective businesses, some or all of the parties to the 2018 Receivables Purchase Agreement and their affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory or other services with the Seller, Schneider and its other subsidiaries for which they have in the past or may in the future receive customary compensation and expense reimbursement.
