01—Abstract
Summary
Summary of the 8-K filed July 21, 2025. Cited figures are marked; the original filing is the authoritative source.
Super Micro Computer, Inc. reported in an 8-K filed July 21, 2025 that on July 16, 2025 it entered into a Receivables Purchase Agreement with MUFG Bank, Ltd. (as administrative agent and purchaser), Crédit Agricole Corporate and Investment Bank, and other purchasers.
The company, as seller and guarantor, may sell eligible accounts receivable to the purchasers under an uncommitted facility with an initial aggregate facility limit of $1.79 billiona. Purchasers may elect in their sole discretion whether to buy offered receivables. The purchase price equals the net invoice amount minus a discount set at Term SOFR plus a account-debtor-specific discount ranging from 1.15% to 2.80%, calculated over a specified discount period.
If a purchase is not characterized as a sale, the company is deemed to have granted the purchasers a security interest in the purchased receivables and their proceeds. Either the company, the administrative agent, or the required purchasers may terminate the agreement on 30 days' prior written notice.
After a termination event occurs and is continuing, the agent or required purchasers may terminate immediately upon written notice. The filing also reports the agreement under Items 1.01 and 2.03, with the full agreement filed as Exhibit 10.1, with schedules and exhibits omitted under Regulation S-K Item 601(a)(5).
02—Key points
Key Highlights
- Entered into a Receivables Purchase Agreement on July 16, 2025 with MUFG Bank, Ltd. as administrative agent, Crédit Agricole Corporate and Investment Bank, and other purchasers.
- Uncommitted facility with an initial aggregate facility limit of $1.79 billion for sales of eligible accounts receivable.
- Purchasers may elect in their sole discretion whether to buy receivables the company offers.
- Purchase discount set at Term SOFR plus an account-debtor-specific discount of 1.15% to 2.80%.
- If a sale is not characterized as a true sale, the company is deemed to grant purchasers a security interest in the receivables and proceeds.
- Either party, the administrative agent, or required purchasers may terminate on 30 days' written notice; immediate termination is available after a continuing termination event.
- Filed under Items 1.01 (Material Definitive Agreement) and 2.03 (Direct Financial Obligation), with the agreement attached as Exhibit 10.1.
03—Questions
Frequently Asked Questions
What did Super Micro Computer agree to on July 16, 2025?
The company entered into a Receivables Purchase Agreement under which it, as seller and guarantor, may sell certain accounts receivable and related rights to purchasers led by MUFG Bank, Ltd. as administrative agent.
How large is the facility?
The facility has an initial aggregate limit of $1,790,000,000 ($1.79 billion). It is uncommitted, so purchasers are not obligated to buy any receivables.
How is the purchase price determined?
The price is the net invoice amount of the receivable minus a discount equal to Term SOFR plus a discount assigned to each account debtor, ranging from 1.15% to 2.80%, calculated over a specified discount period.
How can the agreement be terminated?
The company, the administrative agent, or the required purchasers may terminate on 30 days' prior written notice. If a termination event is continuing, the administrative agent or required purchasers may terminate immediately upon written notice to the company.
Is the company's receivables financing a sale or a secured borrowing?
The filing does not settle this. It states that if the purchases are not characterized as a sale, the company will be deemed to have granted the purchasers a security interest in the purchased receivables and their proceeds.
04—Continue