ELECTRONIC TIME DRAFTS AND SUPPLY CHAIN FINANCE

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1 Electronic Time Drafts is the latest innovative product introduced by PrimeRevenue and will contribute to our long-term success as a global leader in the Supply Chain Finance market. David Quillian, Vice President and General Counsel of PrimeRevenue ELECTRONIC TIME DRAFTS AND SUPPLY CHAIN FINANCE FOLLOW

2 Electronic Time Drafts CONTENT 3 INTRODUCTION 4 HOW ELECTRONIC TIME DRAFTS WORK 5 THE LEGAL STRUCTURE BENEFITS OF UTILIZING ELECTRONIC TIME DRAFTS WE ARE HERE TO SUPPORT YOU ABOUT PRIMEREVENUE 2

3 INTRODUCTION Electronic Time Drafts offer suppliers an easier and faster way to participate in Supply Chain Finance programs than the methods offered through traditional financing programs, which require suppliers to sell their receivables to participating Financial Institutions. With Electronic Time Drafts, funders are able to process transactions as easily as cashing checks. This document explains how PrimeRevenue s Electronic Time Drafts Program operates, who the participants are, how information and money flow, and describes the program s benefits. PrimeRevenue, Inc What are Electronic Time Drafts? Electronic Time Drafts are negotiable instruments, offered exclusively by PrimeRevenue (patent pending), which increase the efficiency of operating and managing Supply Chain Finance programs and reduce jurisdictional limitations as compared to traditional sale of accounts receivable programs. 3

4 Electronic Time Drafts HOW ELECTRONIC TIME DRAFTS WORK 1. Payment obligations are uploaded from the buyer s Enterprise Resource Planning (ERP) system to the OpenSCi supply chain finance platform, managed by PrimeRevenue, where they can be viewed by the supplier. 2. When the supplier decides it wishes to receive early payment. PrimeRevenue is notified and the OpenSCi platform electronically creates and signs an Electronic Time Draft payable to the supplier, with due authorization on the buyer s behalf. 3. The Electronic Time Draft is electronically indorsed over to the financial institution by the supplier in return for payment. The OpenSCi platform effects payment of the discounted value of the Time Draft to the supplier and registers the ownership of the Electronic Time Draft in the name of the financial institution. 4. On the maturity date, the Electronic Time Draft authorizes the holder of the Electronic Time Draft - in this case the financial institution - to draft the full face value of the draft from the buyer s payment clearing account. 1 Buyer electronically transmits payables data to OpenSCi. No change to existing invoice approval process. 2 Supplier views payment obligations. If the Supplier decides to receive early payment, the OpenSCi platform will create an Electronic Time Draft. 4 At invoice Maturity Date, Buyer funds the Buyer controlled clearing account. 3 PrimeRevenue executes Supplier payment instructions to pay: (a) The Funder- if Supplier has negotiated an the Electronic Time Draft to Financial Institution. (b) The Supplier - if Supplier has not elected to create and negotiate an Electronic Time Draft. Electronic Time Draft is electronically created and signed with authorization on Buyer s behalf. It is then electronically indorsed over to the Funder by the Supplier in return for payment. The ownership of the Electronic Time Draft by the Funder is registered by the OpenSCi platform. 4

5 Electronic Time Drafts THE LEGAL STRUCTURE OF SELLING ELECTRONIC TIME DRAFTS VS. ACCOUNTS RECEIVABLE PrimeRevenue s Supply Chain Finance programs utilizing Electronic Time Drafts are distinguished from traditional sale of a receivable programs in two critical ways: 1. Different Legal Structure With Electronic Time Drafts, the financial institution is purchasing, at a discount, a negotiable instrument as opposed to an account receivable. The legal structure to effect this transaction in the U.S. is therefore different than that which governs a sale of receivable transaction. a. An account receivable is an intangible asset, and as such, legal rights to it are governed by Article 9 of the Uniform Commercial Code (UCC), which is the secured transactions chapter of the UCC. Consequently, rights in an account receivable are subject to UCC filings and the associated administrative burdens. b. An Electronic Time Draft, however, is a negotiable instrument and is therefore governed by Articles 3 and 4 of the UCC, which are the negotiable instruments and bank clearing chapters of the UCC. When a financial institution purchases an Electronic Time Draft from a Supplier, the financial institution becomes a holder in due course of the Electronic Time Draft. In purely domestic transactions, use of the UCC Articles 3 and 4 framework makes the administration of transactions on the PrimeRevenue System more efficient than those which occur under a UCC Article 9 legal framework, which including UCC searches and filings. 2. International Jurisdictions When a receivables purchase program is conducted in an international context, where the suppliers that are selling their receivables are located in a different national jurisdiction than the buyer that is purchasing the goods, any receivables that are created are intangible assets that exist under, and are governed by, the legal regime of the jurisdiction in which the supplier is resident. Consequently, legal diligence regarding the supplier s country of residence is required, as are steps to comply with laws pertaining to the perfection of interests in a purchased receivable in that country. Utilizing PrimeRevenue s Electronic Time Drafts relieves the financial institution of that burden as the entire financial transaction is contained within the U.S., with the domestic U.S. creation and negotiation of the Electronic Time Drafts. The transaction can be conducted entirely in U.S. dollars or any other national currency that can be cleared through a bank in New York. Electronic Time Drafts are an innovative step furthering Scotiabank s Global Transaction Banking s global capabilities, and specifically within our financial supply chain platform. It will allow our clients more efficient financing of major supply chains around the world. Kevin Clark, Senior Vice President of GTB Sales at Scotiabank. 5

6 Electronic Time Drafts BENEFITS OF UTILIZING ELECTRONIC TIME DRAFTS VS SALE OF RECEIVABLES There are three significant benefits to Electronic Time Drafts when compared to the sale of receivables in a Supply Chain Finance program. These benefits reduce the administrative burden for participating suppliers and financial institutions as well increasing the speed of onboarding suppliers and the geographical scope of the Supply Chain Finance program. In addition, as Financial Institutions can be switched or added more easily using Electronic Time Drafts, and it creates more competition, which can lead to lower funding spreads. UCC Filings Cross-border trade and foreign jurisdictions Changing Funders in Supply Chain Finance CHALLENGES Currently, when financial institutions are purchasing accounts receivable through a supply chain finance program or other trade finance solution in the U.S., they need to file UCC financing statements. This can take time and requires additional work. In addition, if a supplier has already pledged its assets to another financial institution, it can be difficult to enter into a new accounts receivable purchase agreement. Financial institution purchasing receivables from suppliers based in foreign jurisdictions need to spend time and money for legal opinions in order to be sure they perfect their interests in the purchased assets. Supply chain finance programs are longterm solutions. During the life-time of a program, the partnership between the buyer and the financial Institutions(s), the need, or the financial situation of either party can change. Adding a new financial institution or moving assets from one financial institution to another can be complicated as the accounts receivable purchase agreements need to be re-assigned to the new financial institution. BENEFITS No need for the financial institution to do UCC searches or file UCC financing statements in order to perfect interests in the receivable they acquire (in the U.S.). No need to perfect interest in receivables in foreign jurisdictions. With Electronic Time Drafts, the legal jurisdiction for the supplier early payment transaction is always the U.S., no matter where the supplier is located. The benefit to the buyer is faster rollout to suppliers and more jurisdictions included in the Supply Chain Finance program. Buyers can switch very easily from one financial institution to another or add a new financial institution to their supply chain finance program. This creates a competitive marketplace, which can lead to lower fees for funding. 6

7 PrimeRevenue Merchant Services WE ARE HERE TO SUPPORT YOU A Complete a working capital benchmarking and compare your performance with your goals. B C Identify how much potential cash flow you can generate for your short-, medium-, and long-term goals. Design a detailed program to improve working capital and develop a detailed action plan to achieve substantial results. Interested in reading more? ONBOARDING SUPPLIERS IN SUPPLY CHAIN FINANCE A particular challenge when deploying Supply Chain Finance programs has traditionally been onboarding and ensuring that opportunities in terms of number of suppliers in a program are fully realized. Many do not realize that a successful Supply Chain Finance program requires selling the financing solution not only to the buying organization but also to each individual supplier. Download here: 7

8 ABOUT PrimeRevenue PrimeRevenue, Inc. is the leading global provider of multi-bank Supply Chain Finance technology and services. The PrimeRevenue OpenSCi platform and working capital advisory services provide businesses with the control and flexibility required to drive superior Supply Chain Finance results, thereby reducing cost, capital and risk throughout the supply chain and enabling stronger supplier relationships. Headquartered in Atlanta, PrimeRevenue also has offices in Paris, Frankfurt, London, Prague, Melbourne, and Hong Kong, and operates some of the largest Supply Chain Finance programs for customers around the globe. For more information, visit To learn more about how we can help your business, Please contact us. Phone: Connect with us! FOLLOW US VIEW READ CONNECT LIKE youtube.com/ primerevenue finance primerevenue.co m/blog linkedin.com/ company/ primerevenue facebook.com/ PrimeRevenue