Sale of Non-United States Accounts Receivable

9 Months Ended

Jul. 31, 2012

Sale of Non-United States Accounts Receivable [Abstract]

SALE OF NON-UNITED STATES ACCOUNTS RECEIVABLE

NOTE 3 — SALE OF NON-UNITED STATES ACCOUNTS RECEIVABLE

On April 27, 2012, Cooperage Receivables Finance B.V. (the “Main SPV”) and Greif Coordination Center BVBA, an indirect wholly owned subsidiary of Greif, Inc. (“Seller”), entered into the Nieuw Amsterdam Receivables Purchase Agreement (the “European RPA”) with affiliates of a major international bank (the “Purchasing Bank Affiliates”). Under the European RPA, the Seller has agreed to sell trade accounts receivables that meet certain eligibility requirements that Seller had purchased from other indirect wholly owned subsidiaries of Greif, Inc. under discounted receivables purchase agreements and related agreements. These other indirect wholly owned subsidiaries of Greif, Inc. include Greif Belgium BVBA, Pack2pack Rumbeke N.V., Pack2pack Zwolle B.V., Greif Nederland B.V., Pack2pack Halsteren B.V., Greif Italia S.p.A., Fustiplast S.p.A., Greif France S.A.S., Pack2pack Lille S.A.S., Greif Packaging Spain S.A., Greif UK Ltd., Greif Germany GmbH, Fustiplast GmbH, Pack2pack Mendig GmbH, Greif Portugal S.A., Greif Sweden Aktiebolag, Greif Packaging Sweden Aktiebolag and Greif Norway A.S. (the “Selling Subsidiaries”). Under the terms of a Performance and Indemnity Agreement, the performance obligations of the Selling Subsidiaries under the transaction documents have been guaranteed by Greif, Inc. The European RPA may be amended from time to time to add additional subsidiaries of Greif, Inc. The maximum amount of receivables that may be sold and outstanding under the European RPA at any time is €145 million ($178.1 million as of July 31, 2012). A significant portion of the proceeds from this trade receivables facility was used to pay the obligations under the previous trade receivables facilities described below, which were then terminated, and to pay expenses incurred in connection with this transaction. The future proceeds from this facility will be available for working capital and general corporate purposes.

Under the terms of a Receivable Purchase Agreement (the “RPA”) between Seller and a major international bank, the Seller had agreed to sell trade receivables meeting certain eligibility requirements that Seller had purchased from other indirect wholly owned subsidiaries of Greif, Inc., including Greif Belgium BVBA, Greif Germany GmbH, Greif Nederland B.V., Greif Packaging Belgium NV, Greif Spain S.A., Greif Sweden AB, Greif Packaging Norway A.S., Greif Packaging France S.A.S., Greif Packaging Spain S.A., Greif Portugal S.A. and Greif UK Ltd., under discounted receivables purchase agreements and from Greif France S.A.S. under a factoring agreement. In addition, Greif Italia S.p.A., also an indirect wholly owned subsidiary of Greif, Inc., had entered into an Italian Receivables Purchase Agreement with the Italian branch of the major international bank (the “Italian RPA”) agreeing to sell trade receivables that meet certain eligibility criteria to such branch. The Italian RPA was similar in structure and terms as the RPA. On April 27, 2012, the RPA and the Italian RPA were terminated.

In October 2007, Greif Singapore Pte. Ltd., an indirect wholly-owned subsidiary of Greif, Inc., entered into the Singapore Receivable Purchase Agreement (the “Singapore RPA”) with a major international bank. The maximum amount of aggregate receivables that may be financed under the Singapore RPA is 15.0 million Singapore Dollars ($12.0 million as of July 31, 2012).

In May 2009, Greif Malaysia Sdn Bhd., an indirect wholly-owned subsidiary of Greif, Inc., entered into the Malaysian Receivables Purchase Agreement (the “Malaysian Agreements”) with Malaysian banks. The maximum amount of the aggregate receivables that may be financed under the Malaysian Agreements is 15.0 million Malaysian Ringgits ($4.7 million as of July 31, 2012).

These transactions are structured to provide for true legal sales, on a revolving basis, of the receivables transferred from the various Greif, Inc. subsidiaries to the respective banks and affiliates. Under the European RPA, the Singapore RPA and the Malaysian Agreements, the banks and affiliates fund an initial purchase price of a certain percentage of eligible receivables based on a formula with the initial purchase price approximating 75 percent to 90 percent of eligible receivables. The remaining deferred purchase price is settled upon collection of the receivables; although under the European RPA, the Seller provides a subordinated loan to the Main SPV, which is used to fund the remaining purchase price owed to the Selling Subsidiaries. The repayment of the subordinated loan to the Seller is paid from the collections of the receivables. As of the balance sheet reporting dates, the Company removes from accounts receivable the amount of cash proceeds received from the initial purchase price since they meet the applicable criteria of ASC 860, “Transfers and Servicing”, and continues to recognize the deferred purchase price within other current assets on the Company’s consolidated balance sheet as of the time the receivables are initially sold; accordingly the difference between the carrying amount and the fair value of the assets sold are included as a loss on sale in the consolidated statements of operations within other expense, net. The receivables are sold on a non-recourse basis with the total funds in the servicing collection accounts pledged to the banks between settlement dates.

The table below contains information related to the Company’s accounts receivables programs (Dollars in millions):

	Three months ended				Nine months ended
	July 31,				July 31,
	2012		2011		2012		2011
European RPA
Gross accounts receivable sold to third party financial institution	$	266.7	$	—	$	454.5	$	—
Cash received for accounts receivable sold under the programs		235.1		—		399.6		—
Deferred purchase price related to accounts receivable sold		31.6		—		54.9		—
Loss associated with the programs		0.6		—		1.2		—
Expenses associated with the programs		—		—		1.9		—
RPA and Italian RPA
Gross accounts receivable sold to third party financial institution	$	—	$	257.1	$	189.4	$	720.2
Cash received for accounts receivable sold under the programs		—		227.9		167.7		637.5
Deferred purchase price related to accounts receivable sold		—		29.2		21.7		82.7
Loss associated with the programs		—		—		1.6		2.1
Expenses associated with the programs		—		1.1		—		1.1
Singapore RPA
Gross accounts receivable sold to third party financial institution	$	21.3	$	18.5	$	57.1	$	52.3
Cash received for accounts receivable sold under the program		21.3		18.5		57.1		52.3
Deferred purchase price related to accounts receivable sold		—		—		—		—
Loss associated with the program		—		—		—		—
Expenses associated with the program		0.1		0.1		0.2		0.2
Malaysian Agreements
Gross accounts receivable sold to third party financial institution	$	6.0	$	5.7	$	18.4	$	15.3
Cash received for accounts receivable sold under the program		6.0		5.7		18.4		15.3
Deferred purchase price related to accounts receivable sold		—		—		—		—
Loss associated with the program		—		0.1		0.1		0.2
Expenses associated with the program		—		—		—		—
Total RPAs and Agreements
Gross accounts receivable sold to third party financial institution	$	294.0	$	281.3	$	719.4	$	787.8
Cash received for accounts receivable sold under the program		262.4		252.1		642.8		705.1
Deferred purchase price related to accounts receivable sold		31.6		29.2		76.6		82.7
Loss associated with the program		0.6		0.1		2.9		2.3
Expenses associated with the program		0.1		1.2		2.1		1.3

	July 31,		October 31,
	2012		2011
European RPA
Accounts receivable sold to and held by third party financial institution	$	181.1	$	—
Uncollected deferred purchase price related to accounts receivable sold		21.5		—
RPA and Italian RPA
Accounts receivable sold to and held by third party financial institution	$	—	$	149.2
Uncollected deferred purchase price related to accounts receivable sold		—		24.4
Singapore RPA
Accounts receivable sold to and held by third party financial institution	$	6.1	$	4.9
Uncollected deferred purchase price related to accounts receivable sold		—		—
Malaysian Agreements
Accounts receivable sold to and held by third party financial institution	$	4.0	$	3.7
Uncollected deferred purchase price related to accounts receivable sold		—		—
Total RPAs and Agreements
Accounts receivable sold to and held by third party financial institution	$	191.2	$	157.8
Uncollected deferred purchase price related to accounts receivable sold	$	21.5	$	24.4

The deferred purchase price related to the accounts receivable sold is reflected as other current assets on the Company’s consolidated balance sheet and was initially recorded at an amount which approximates its fair value due to the short-term nature of these items. The cash received up front and the deferred purchase price relate to the sale or ultimate collection of the underlying receivables, and are not subject to significant other risks given their short nature; therefore, the Company reflects all cash flows under the accounts receivable sales programs as operating cash flows on the Company’s consolidated statements of cash flows.

Additionally, the Company performs collections and administrative functions on the receivables sold similar to the procedures it uses for collecting all of its receivables, including receivables that are not sold under the European RPA, the Singapore RPA and the Malaysian Agreements. The servicing liability for these receivables is not material to the consolidated financial statements.