Avnet, Inc. (NYSE:AVT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On August 16, 2018, Avnet, Inc. (the “Company”) and Avnet Receivables Corporation, a wholly owned subsidiary of the Company (“ARC”), entered into the Fourth Amended and Restated Receivables Purchase Agreement with the companies and financial institutions party thereto (collectively, the “Purchasers”) and Wells Fargo Bank, N.A., as agent (the “Receivables Purchase Agreement”). to the terms of the Receivables Purchase Agreement, ARC may sell, on a revolving basis, an undivided interest in up to $500 million in eligible receivables to the Purchasers (“Securitization Program”).As of August 16, 2018, no amounts were outstanding under the Receivables Purchase Agreement. The Securitization Program expires on August 19, 2020, unless terminated earlier under certain circumstances including an amortization event. Borrowings under the program bear interest at one month LIBOR plus an applicable margin or a base rate. The Receivables Purchase Agreement amends and supersedes the Third Amended and Restated Receivable Purchase Agreement, dated February 27, 2017, among the Company, ARC, the companies and financial institutions party thereto and JPMorgan Chase Bank, N.A., as agent.
Concurrent with entry into the Receivables Purchase Agreement, the Company and ARC entered into the Second Amended and Restated Receivables Sale Agreement (the “Receivables Sale Agreement” and together with the Receivables Purchase Agreement, the “Receivables Documents”). to the terms of the Receivables Sale Agreement, the Company agrees to sell, and ARC agrees to purchase, certain accounts receivable originated by the Company for a purchase price reflecting a discount from the aggregate balance of such accounts receivable and certain credit adjustments. The Receivables Sale Agreement amends and supersedes the Amended and Restated Receivables Sale Agreement, dated February 27, 2017, between the Company and ARC.
Some or all of the parties to the Receivables Purchase Agreement, or their affiliates, have in the past provided investment or commercial banking services to the Company and its affiliates for which they received customary fees and expenses, and they may provide similar services in the future.
The descriptions of the Receivables Documents set forth above are only summaries of their material terms and do not purport to be complete, and are qualified in their entirety by reference to the full and complete terms contained in the Receivables Purchase Agreement and the Receivables Sale Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K and incorporated into this Item 1.01 by reference. The Receivables Documents are not intended to be a source of factual, business or operational information about the Company, ARC or the Company’s other subsidiaries. The representations, warranties and covenants contained in the Receivables Documents were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the parties, including being qualified by disclosures for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Accordingly, investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties.
Item 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure required hereunder is provided under Item 1.01 above and is incorporated herein by reference.
