Item 1.01 Entry into a Material Definitive Agreement.
OnSeptember 25, 2020 , certain subsidiaries ofRexnord Corporation (the "Company") entered into an accounts receivable securitization facility (the "New Securitization") withMizuho Bank, Ltd. ("Mizuho"), as more fully described below. The New Securitization replaced the Company's previous$100.0 million accounts receivable securitization facility with Wells Fargo & Company (the "Previous Securitization"), which was scheduled to expire inDecember 2020 . As part of the New Securitization,Rexnord Industries, LLC ,Zurn Industries, LLC ,Zurn PEX, Inc. ,Precision Gear LLC ,Centa Corporation andCambridge International, Inc. (collectively, the "Originators") have agreed, pursuant to an Amended and Restated Receivables Sale and Servicing Agreement, dated as ofSeptember 25, 2020 (the "Sale Agreement"), to sell all of their existing and future accounts receivable and related assets toRexnord Funding LLC ("Rexnord Funding"), a bankruptcy-remote special purpose entity, in exchange for cash, subordinated notes and letters of credit. The Originators and Rexnord Funding intend for the transactions contemplated by the Sale Agreement to constitute true sales to Rexnord Funding by the respective Originators. In addition to being an Originator,Rexnord Industries, LLC is also the current servicer under the Sale Agreement. Concurrently with the execution of the Sale Agreement, Rexnord Funding entered into a Receivables Funding and Administration Agreement (the "Funding Agreement") with Mizuho, as a lender and administrative agent. Pursuant to the Funding Agreement, Rexnord Funding granted Mizuho a security interest in all of its current and future receivables and related assets in exchange for a credit facility permitting borrowings of up to a maximum aggregate amount of$100.0 million outstanding from time to time. Such borrowings will be used by Rexnord Funding to finance purchases of accounts receivable from the Originators pursuant to the Sale Agreement. The amount of advances available will be determined based on advance rates relating to the eligibility of the receivables held by Rexnord Funding at that time. Advances bear interest based on LIBOR plus 1.30% per annum. The last date on which advances may be made isSeptember 24, 2021 , with a six-month extension option, unless the maturity of the New Securitization is otherwise accelerated. In addition to other customary fees associated with financings of this type, Rexnord Funding pays an unused line fee of 0.40% per annum to Mizuho based on any unused portion of the New Securitization. The Funding Agreement contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type. Although currently unrated, Mizuho has the right to seek a rating for all or a portion of the aggregate borrowings under the New Securitization. The New Securitization constitutes a "Permitted Receivables Financing" under the Company's existing credit agreement and a "Qualified Receivables Financing" under the indenture governing the Company's outstanding senior notes. The New Securitization does not qualify for sale accounting under Accounting Standards Codification Topic 860, Transfers and Servicing. Any borrowings under the New Securitization will be accounted for as secured borrowings on the Company's consolidated balance sheets. Financing costs associated with the New Securitization will be recorded within "Interest expense, net" in the consolidated statements of operations if revolving loans or letters of credit are obtained under the New Securitization. The summary of the New Securitization described above is qualified in its entirety by reference to the Sale Agreement and the Funding Agreement, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
OnSeptember 25, 2020 , as discussed in Item 1.01 above, the Company entered into the New Securitization in order to replace its Previous Securitization, which was scheduled to expire onDecember 30, 2020 . OnJuly 10, 2020 , as reported in the Company's Form 10-Q for the quarterly period endedJune 30, 2020 , the Company repaid all remaining principal under the Previous Securitization, with related interest paid inAugust 2020 . 2 --------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Amended and Restated Receivables Sale and
Servicing Agreement, entered
into as of September 25 , 2020, by and
among each of the originators
signatory thereto from time to time, Rexnord
as servicer thereunder andRexnord Funding LLC ,
as buyer.
10.2 Receivables Funding and Administration
Agreement, entered into as of
September 25 , 2020, by and among Rexnord
Funding LLC as the
borrower, the financial institutions signatory
thereto from time to time as
lenders, andMizuho Bank, Ltd. , as a lender and
as administrative agent for
the lenders thereunder. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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