Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Receivables Securitization Program, a portion of the purchase
price for the Receivables is paid by the Purchasers in cash and the balance is
treated as a deferred purchase price receivable, which is paid as and when
payments in respect of the Receivables are collected from account debtors. The
purchase price paid by the Purchasers for the Receivables arising under the
Receivables Securitization Program will not exceed
The Receivables Securitization Program contains certain customary representations and warranties and affirmative and negative covenants, including as to the eligibility of the Receivables being sold, as well as customary reserve requirements, Receivables Securitization Program termination events, Originator termination events and servicer defaults. The Receivables Securitization Program termination events permit the Purchasers to terminate the Receivables Purchase Agreement upon the occurrence of certain specified events, including, but not limited to, failure by PDC IV to pay amounts when due, defaults on indebtedness, certain judgments, a change of control, certain events negatively affecting the overall credit quality of transferred Receivables and bankruptcy and insolvency events.
Originator will act as servicer of the Purchaser Receivables and will receive a fee for its services. Patterson has entered into a performance undertaking pursuant to which it has agreed to guarantee the payment and performance of PDC IV's obligations under the Receivables Sale Agreement and Originator's obligations as servicer under the Receivables Purchase Agreement.
The Receivables Securitization Program terminates on
The proceeds from the sale of Receivables pursuant to the Receivables Securitization Program will be used to repay higher interest indebtedness and for other general corporate purposes.
The foregoing description of the Receivables Securitization Program is not complete and is qualified in its entirety by the actual terms of the Receivables Purchase Agreement and the Receivables Sale Agreement, copies of which are attached hereto as Exhibit 10.1 and 10.2, respectively, and are incorporated herein by reference
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosures under Item 1.01 of this Current Report on Form 8-K are also responsive to Item 2.03 of this Current Report on Form 8-K and are incorporated by reference into this Item 2.03.
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Item 8.01 Other Events.
As of
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Receivables Purchase Agreement, dated as ofJanuary 15, 2020 , by and amongPatterson Veterinary Supply, Inc. , as servicer,PDC Funding Company IV, LLC , as seller, purchasers from time to time party thereto, andMUFG Bank, Ltd. , as agent. 10.2 Receivables Sale Agreement, dated as ofJanuary 15, 2020 , by and betweenPatterson Veterinary Supply, Inc. , as seller, andPDC Funding Company IV, LLC , as buyer. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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