Item 1.01 Entry into a Material Definitive Agreement.
On July 29, 2022, DCP Midstream, LP (the “Partnership”) and DCP Receivables LLC, a bankruptcy-remote special purpose entity that is an indirect wholly-owned subsidiary of the Partnership (the “SPV”), entered into that certain Fifth Amendment to Receivables Financing Agreement (the “Fifth 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”), and PNC 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, dated August 13, 2018, among the SPV, the Servicer and the Secured Parties (as amended by the First Amendment thereto, dated as of August 12, 2019, the Second Amendment thereto, dated as of December 23, 2019, the Third Amendment thereto, dated as of April 22, 2021, the Fourth Amendment thereto, dated as of August 2, 2021, and the Fifth Amendment, the “Receivables Financing Agreement”) and the previously disclosed Receivables Sale and Contribution Agreement, dated August 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 Partnership’s $350 million accounts receivable securitization facility (the “Securitization Facility”).
The Fifth Amendment amends the Receivables Financing Agreement to, among other things, (a) conform the sustainability adjustment provisions to the corresponding sustainability adjustment provisions under the revolving credit facility of DCP Midstream Operating LP, a wholly-owned subsidiary of the Parent and an affiliate of the SPV, as evidenced in the Third Amended and Restated Credit Agreement dated as of March 18, 2022 among DCP Midstream Operating LP, as borrower, the Partnership, the lenders party thereto from time to time, and Mizuho Bank, Ltd., as administrative agent, (b) update the interest rate provisions in the Receivables Financing Agreement to reflect an adjusted secured overnight financing rate, and (c) include an uncommitted option to increase the total commitments of the Securitization Facility by up to an additional $400 million.
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 description of the Receivables Financing Agreement is not complete and is qualified in its entirety by reference to the full and complete terms of such agreement. The Receivables Financing Agreement and the First, Second, Third and Fourth Amendments thereto are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 hereto, respectively, and incorporated herein by reference. The Partnership will file the Fifth Amendment as an exhibit to its Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2022. The foregoing description of the Receivables Sale and Contribution Agreement is not complete and is qualified in its entirety by reference to the full and complete terms of such agreement, which is filed as Exhibit 10.6 hereto and incorporated herein by reference.