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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported): July 11, 2023
 
CHS Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Commission File Number: 001-36079
 
Minnesota41-0251095
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification Number)
5500 Cenex Drive
Inver Grove Heights,Minnesota55077
(Address of principal executive offices, including zip code)
(651)355-6000
(Registrant's telephone number, including area code)
  Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
8% Cumulative Redeemable Preferred StockCHSCPThe Nasdaq Stock Market LLC
Class B Cumulative Redeemable Preferred Stock, Series 1CHSCOThe Nasdaq Stock Market LLC
Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2CHSCNThe Nasdaq Stock Market LLC
Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3CHSCMThe Nasdaq Stock Market LLC
Class B Cumulative Redeemable Preferred Stock, Series 4CHSCLThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  


Item 1.01    Entry into a Material Definitive Agreement.

On July 11, 2023, CHS Inc. (the “Company”) entered into a Twelfth Amendment (the “Receivables Purchase Agreement Amendment”), by and among Cofina Funding, LLC (“Cofina Funding”), an indirect subsidiary of the Company, as seller, the Company, as servicer, each of the conduit purchasers, committed purchasers and purchaser agents set forth on the signature pages thereto and MUFG Bank, Ltd. f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (“MUFG”), as administrative agent, to that certain Amended and Restated Receivables Purchase Agreement, dated as of July 18, 2017, by and among Cofina Funding, the Company, the purchasers and the purchaser agents party thereto and MUFG, as previously amended (the “Receivables Purchase Agreement”).

On July 11, 2023, (i) the Company entered into a Master Framework Agreement (the “Framework Agreement”) by and among the Company, as a seller and as agent for the sellers, CHS Capital, LLC (“CHS Capital”) as a seller, and Coöperatieve Rabobank, U.A., New York Branch, as buyer (the “MFA Buyer”), (ii) the Company entered into a 1996 SIFMA Master Repurchase Agreement (the “Company MRA”) between the Company and the MFA Buyer in connection with the Framework Agreement, including Annex I thereto (and as amended thereby), and (iii) CHS Capital entered into a 1996 SIFMA Master Repurchase Agreement (together with the Framework Agreement and the Company MRA, the “Repurchase Facility”) between CHS Capital and the MFA Buyer in connection with the Framework Agreement, including Annex I thereto (and as amended thereby).

Under the Repurchase Facility, CHS and CHS Capital may each request that the MFA Buyer transfer funds to them in exchange for a sale and transfer of certain eligible loans owing to CHS or CHS Capital, as applicable (the “Eligible Loans”), and certain eligible accounts receivable owing to CHS or CHS Capital, as applicable (the “Eligible Accounts”) and the related transfer of securities from CHS and CHS Capital, as applicable, representing such underlying transfer of Eligible Loans and Eligible Receivables (the “Purchased Securities”), with a simultaneous agreement by CHS or CHS Capital, as applicable, to repurchase Purchased Securities from time to time through the transfer funds to the MFA Buyer at a date certain or on the MFA Buyer’s demand (collectively, the “Transactions”). The aggregate obligations of CHS and CHS Capital owed to the MFA Buyer in exchange for the obligation to repurchase the Purchased Securities is not to exceed $200 million at any time outstanding. The Framework Agreement provides that the MFA Buyer has the option to elect to either enter into the proposed Transaction with CHS or CHS Capital, as applicable, or to decline such request to enter into such Transaction. The Framework Agreement contains various customary representations and warranties and affirmative and negative covenants, and also contains customary default, indemnification and termination provisions.

The Receivables Purchase Agreement Amendment makes certain immaterial amendments the Receivables Purchase Agreement to (1) update certain definitions to allow certain loans and accounts receivable of CHS and CHS Capital to be included in Repurchase Facility and the related Transactions, and (2) update lockbox and collections account related provisions.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the information set forth in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     
  CHS Inc.
      
Date: July 12, 2023 By: /s/ Olivia Nelligan
    Olivia Nelligan
    Executive Vice President, Chief Financial Officer and Chief Strategy Officer

v3.23.2
Cover Page
Jul. 11, 2023
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jul. 11, 2023
Entity Registrant Name CHS Inc.
Entity File Number 001-36079
Entity Incorporation, State or Country Code MN
Entity Tax Identification Number 41-0251095
Entity Address, Address Line One 5500 Cenex Drive
Entity Address, City or Town Inver Grove Heights,
Entity Address, State or Province MN
Entity Address, Postal Zip Code 55077
City Area Code (651)
Local Phone Number 355-6000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000823277
Amendment Flag false
8% Preferred Stock [Member]  
Entity Information [Line Items]  
Title of 12(b) Security 8% Cumulative Redeemable Preferred Stock
Trading Symbol CHSCP
Security Exchange Name NASDAQ
Class B, Series 1 Preferred Stock [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Class B Cumulative Redeemable Preferred Stock, Series 1
Trading Symbol CHSCO
Security Exchange Name NASDAQ
Class B, Series 2 Preferred Stock [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 2
Trading Symbol CHSCN
Security Exchange Name NASDAQ
Class B, Series 3 Preferred Stock [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Class B Reset Rate Cumulative Redeemable Preferred Stock, Series 3
Trading Symbol CHSCM
Security Exchange Name NASDAQ
Class B, Series 4 Preferred Stock [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Class B Cumulative Redeemable Preferred Stock, Series 4
Trading Symbol CHSCL
Security Exchange Name NASDAQ
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