DCP MIDSTREAM, LP Item 1.01 Entry into a Material Definitive Agreement.
OnAugust 2, 2021 ,DCP Midstream, LP (the "Partnership") andDCP Receivables LLC , a bankruptcy-remote special purpose entity that is an indirect wholly-owned subsidiary of the Partnership (the "SPV"), entered into that certain Fourth Amendment to Receivables Financing Agreement (the "Fourth Amendment") among the SPV, as borrower, the Partnership, as initial servicer (the "Servicer"), the lenders, the LC bank, the LC participants, and the group agents that are parties thereto from time to time (collectively, the "Lenders"), andPNC Bank, National Association , as administrative agent (the "Administrative Agent" and collectively with the Lenders, the "Secured Parties"), and PNC Capital Markets LLC, as structuring agent. The previously disclosed Receivables Financing Agreement, datedAugust 13, 2018 , among the SPV, the Servicer and the Secured Parties (as so amended by the First Amendment thereto, dated as ofAugust 12, 2019 , the Second Amendment thereto, dated as ofDecember 23, 2019 , the Third Amendment thereto, dated as ofApril 22, 2021 , and the Fourth Amendment, the "Receivables Financing Agreement") and the previously disclosed Receivables Sale and Contribution Agreement, datedAugust 13, 2018 , between the originators from time to time party thereto (the "Originators") and the SPV (the "Receivables Sale and Contribution Agreement") provide the terms and conditions for the$350 million accounts receivable securitization facility (the "Securitization Facility"). The Fourth Amendment amends the Receivables Financing Agreement to, among other things, (a) extend the Scheduled Termination Date (as defined in the Receivables Financing Agreement) of the Securitization Facility toAugust 12, 2024 and, (b) beginning in 2022, implement a sustainability adjustment (the "ESG Margin") to certain fees payable by the SPV for availability and use of the Securitization Facility that may result in a positive or negative adjustment of up to 0.025% on each such fee. The ESG Margin will be calculated based on the Partnership's performance under two metrics: (i) relative change in greenhouse gas emissions of the Partnership and its subsidiaries and (ii) the Partnership's total recordable incident rate compared to its peers. Affiliates of certain of the lenders under the Receivables Financing Agreement have provided from time to time, and may provide in the future, investment and commercial banking and financial advisory services to the Partnership and its affiliates in the ordinary course of business, for which they have received, and may continue to receive, customary fees and commissions. The foregoing descriptions of the Receivables Financing Agreement and the Receivables Sale and Contribution Agreement are not complete and are qualified in their entirety by reference to the full and complete terms of such agreements, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 hereto, respectively, and incorporated herein by reference. --------------------------------------------------------------------------------
Item 2.02 Results of Operations and Financial Condition.
On
In accordance with General Instruction B.2 of Form 8-K, the press release furnished as Exhibit 99.1 to this current report on Form 8-K shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except as shall be expressly set forth by specific reference in any such filing.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated in its entirety herein by reference.
3
--------------------------------------------------------------------------------Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 * Receivables Financing Agreement, dated August 13, 2018, among DCP
Receivables LLC, as borrower, DCP Midstream, LP,as initial servicer, the
lenders, LC participants and group agents that are parties thereto from time
to time, PNC Bank, National Association , as
and PNC Capital Markets LLC , as Structuring Agent (incorporated herein by
reference to Exhibit 10.1 to DCP Midstream, LP's Current Report on Form 8-K
(File No. 001-32678) filed with the SEC on August 14, 2018).
10.2 * First Amendment to Receivables Financing Agreement, dated
among DCP Receivables LLC , as borrower, DCP
servicer, the lenders, LC participants and group agents that are parties
thereto from time to time, PNC Bank, National Association, as Administrative
Agent and LC Bank , andPNC Capital Markets LLC , as Structuring Agent (incorporated herein by reference to Exhibit 10.1 toDCP Midstream, LP's Current Report on Form 8-K (File No. 001-32678)
filed with the
12, 2019).
10.3 * Second Amendment to Receivables Financing Agreement, dated
2019 , among DCP Receivables LLC , as borrower, DCP Midstream, LP , as
initial servicer, the lenders, LC participants and group agents that are
parties thereto from time to time, PNC Bank,National Association, as
Administrative Agent and LC Bank , andPNC Capital
Agent (incorporated herein by reference to Exhibit 10. 3 to DCP
Midstream, LP's Current Report on Form 8-K (File
No. 001-32678) filed with
the SEC on December 23, 2019).
10. 4 Third Amendment to Receivables Financing
Agreement, dated
among DCP Receivables LLC , as borrower, DCP
servicer, the lenders, LC participants and group agents that are parties
thereto from time to time, PNC Bank National Association, as Administrative
Agent and LC Bank andPNC Capital Markets LLC , as
Structuring Agent.
10. 5 Fourth Amendment to Receivables Financing
Agreement, dated
among DCP Receivables LLC , as borrower, DCP
servicer, the lenders, LC participants and group agents that are parties
thereto from time to time, PNC Bank National Association, as Administrative
Agent and LC Bank andPNC Capital Markets LLC , as
Structuring Agent.
10.6 * Receivables Sale and Contribution Agreement, dated
the originators from time to time party thereto and DCP Receivables LLC
(incorporated herein by reference to Exhibit 10.2 to DCP Midstream, LP's
Current Report on Form 8-K (File No. 001-32678)
filed with the
14, 2018).
99.1 Press Release dated August 4, 2021
101 Cover Page formatted as Inline XBRL.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in
Exhibit 101).
* Previously filed
4--------------------------------------------------------------------------------
© Edgar Online, source
