Item 1.01 - Entry Into a Material Definitive Agreement
OnAugust 5, 2022 ,Bunge Limited Finance Corp. ("BLFC"), a wholly owned subsidiary ofBunge Limited ("Bunge"), entered into an unsecured Credit Agreement (the "Credit Agreement") among BLFC, as borrower, CoBank, ACB, as administrative agent and lead arranger, and certain lenders party thereto from time to time (the "Lenders"). The Credit Agreement includes aU.S. $865,000,000 revolving credit facility (the "Revolving Loan Facility") that matures onOctober 29, 2026 , aU.S. $250,000,000 delayed draw term loan facility that BLFC is required to draw prior toOctober 28, 2022 (the "Term Loan I") that will mature onOctober 29, 2028 , and aU.S. $250,000,000 delayed draw term loan facility that BLFC is required to draw prior toFebruary 3, 2023 (the "Term Loan II") that will mature onAugust 5, 2027 . The Credit Agreement amends and restates the existing$1,115,000,000 Credit Agreement, dated as ofOctober 29, 2021 , among BLFC, as borrower, CoBank, ACB, as administrative agent and lead arranger, and certain lenders party thereto from time to time. BLFC may use proceeds from future borrowings under the Credit Agreement to fund intercompany advances toBunge and/or certainBunge subsidiaries, repay outstanding pari passu indebtedness of BLFC and pay expenses incurred in connection with the Credit Agreement and any pari passu indebtedness of BLFC. Borrowings under the Revolving Loan Facility will bear interest, at BLFC's option, at the daily simple or term secured overnight financing rate ("SOFR") plus a 0.10% SOFR Adjustment and the Applicable Margin (defined below). Borrowings under the Term Loan I and Term Loan II will bear interest at daily simple SOFR plus a 0.10% SOFR Adjustment and the Applicable Margin (defined below). The margin applicable to a SOFR borrowing (the "Applicable Margin") will (i) vary between 1.000% and 1.625% for the Revolving Loan Facility, (ii) vary between 1.100% and 1.725% for the Term Loan I, and (iii) vary between 0.900% and 1.525% for the Term Loan II and be based on the higher of the senior long-term unsecured debt rating that Moody's Investors Service, Inc. ("Moody's") andStandard & Poor's Ratings Services ("S&P") provides of (a)Bunge , or (b) if Moody's or S&P, as applicable, does not provide such a rating ofBunge , then theBunge Master Trust or (c) if Moody's or S&P, as applicable, does not provide such a rating ofBunge and theBunge Master Trust , then BLFC (the "Rating Level"). Amounts under the Credit Agreement that remain undrawn are subject to a commitment fee payable quarterly based on the average undrawn portion of the Credit Agreement at rates ranging from 0.090% to 0.225%, varying based on the Rating Level. The Credit Agreement also includes benchmark replacement provisions. The Credit Agreement contains certain customary representations and warranties and affirmative and negative covenants, including certain limitations on the ability of BLFC to, among other things, incur liens, incur indebtedness, sell or transfer assets or receivables or engage in mergers, consolidations, amalgamations or joint ventures, and customary events of default. The obligations of BLFC under the Credit Agreement are guaranteed byBunge pursuant to a separate Guaranty Agreement, datedAugust 5, 2022 (the "Guaranty"). The Guaranty contains certain customary representations and warranties and affirmative and negative covenants. The Guaranty requiresBunge to maintain a minimum total consolidated current assets to adjusted total consolidated current liabilities ratio, a maximum consolidated adjusted net debt to consolidated adjusted capitalization ratio and a maximum principal balance of secured indebtedness. The Guaranty also includes certain limitations on the ability ofBunge to engage in merger, consolidation or amalgamation transactions or sell or otherwise transfer all or substantially all of its property, business or assets.
From time to time, certain of the Lenders under the Credit Agreement and/or
their affiliates provide financial services to
The Credit Agreement and the Guaranty are included as Exhibits 10.1 and 10.2, respectively, hereto and are incorporated by reference herein. The foregoing descriptions of the Credit Agreement and the Guaranty do not purport to be complete and are qualified in their entirety by reference to the full text of those documents.
Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03.
--------------------------------------------------------------------------------
Item 9.01 - Financial Statements and Exhibits
(d): Exhibits.
Exhibit No. Description 10.1 Credit Agreement, datedAugust 5, 2022 , amongBunge
Borrower, CoBank ACB, as Administrative Agent and
Lead Arranger, and certain
lenders party thereto 10.2 Guaranty byBunge Limited pursuant to the Credit
Agreement, dated
2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source