Benzinga | Apr 29, 2021 03:13PM EDT

Knight-Swift Transportation 8-K Shows Co.'s Swift Receivables Entered Fifth Amendment To Purchase Deal, Extends Maturity, Increase Maximum Borrowing Capacity, Cuts Accordion Option, More

On April 23, 2021, Swift Receivables Company II, LLC ("SRCII"), a wholly-owned subsidiary of Knight-Swift Transportation Holdings Inc. (the "Company"), entered into the Fifth Amendment to Amended and Restated Receivables Purchase Agreement (the "2021 Receivables Purchase Agreement"), which further amends its Amended and Restated Receivables Purchase Agreement, dated June 14, 2013, as amended. The parties to the 2021 Receivables Purchase Agreement are SRCII as the seller, Swift Transportation Services, LLC as the servicer, the various related committed purchasers, the various purchaser agents, the various letters of credit participants, and PNC Bank, National Association as the issuing bank for letters of credit and as administrator. Pursuant to the related Purchase and Sale Agreement and together with the 2021 Receivables Purchase Agreement, the Company's receivable originator subsidiaries sell, on a revolving basis, undivided interests in all of their eligible accounts receivable to SRCII. In turn, SRCII sells a variable percentage ownership interest in the eligible accounts receivable to the various purchasers.



Among other things, the 2021 Receivables Purchase Agreement:



* extends the final maturity date from July 11, 2021 to April 23, 2024;

* increases the maximum borrowing capacity secured by the receivables from $325 million to $400 million;

* decreases the accordion option (which increases the maximum borrowing capacity, subject to participation of the purchasers) from $175 million to $100 million;

* changes the program fee from one-month LIBOR plus 80 to 100 basis points, based on the Company's consolidated total net leverage ratio, to one-month LIBOR plus 82.5 basis points;

* adds a mechanism to replace LIBOR with a Benchmark Replacement upon the occurrence of certain events; and

* makes certain changes to the dilution and excess concentration calculations.