Section 1.01 – Entering into a Material Definitive Agreement
On July 26, 2022, Bunge Limited Finance Corp. (“BLFC”), a wholly owned subsidiary of Bunge Limited (“Bunge”), entered into an unsecured agreement WE
$750,000,000 (the “Total Commitments”) Three-year term loan agreement (the “Term Loan Agreement”) between BLFC, as borrower, Sumitomo Mitsui Banking Corporation,
Bank of America, North America., BNP Paribas, Citibank, North America., Rabobank UA Cooperative,
New York Branch, ING Bank, NV, JPMorgan Chase Bank, North America., Mizuho Bank, Ltd.,
PNC Bank, National AssociationRoyal Bank of Canada, The Toronto-Dominion Bank,
New York Fork, Truist Bank, National Association of American Banks and Wells Fargo Bank, National Associationas syndication agents, JPMorgan Chase Bank, North America., as administrative agent, and certain lenders parties thereto (the “Lenders”). Under the Term Loan Agreement, the Lenders agree to make loans (the “Loans”) only once for an aggregate amount not to exceed the Total Commitments on any date (the “Drawdown Date”) ) prior to October 26, 2022 (the “Engagement Period”). The Term Loan Agreement matures on the third anniversary of the Draw Date. BLFC may use the proceeds of loans under the term loan agreement to fund intercompany advances to Bunge and/or some Bunge subsidiaries, repay the outstanding pari passu indebtedness of BLFC, pay expenses incurred under the Term Loan Agreement and any pari passu indebtedness of BLFC and for general working capital purposes.
Loans under the Term Loan Agreement will bear interest at the daily Simple Secured Overnight Funding Rate (“SOFR”) plus a SOFR Adjustment of 0.10% and the applicable Margin (defined below). ). The margin applicable to a daily simple SOFR loan (the “Applicable Margin”) will vary between 0.70% and 1.25% and will be based on the highest rating of the senior long-term unsecured debt that Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Rating Services
(“S&P”) provides (a) Bunge or (b) if Moody’s or S&P, as applicable, fails to provide such rating of Bungethen the Bunge Master Trust or (c) if Moody’s or S&P, as applicable, fails to provide such rating of Bunge or the Bunge Master Trust, then BLFC (the “JPM rating level”). Amounts under the term loan agreement that remain undrawn are subject to a commitment fee payable on the last day of the commitment period based on the undrawn portion of the term loan agreement at rates ranging from 0.09% to 0.225%, varying according to the JPM Level rating.
The Term Loan Agreement contains certain customary representations and warranties and positive and negative covenants, including certain limitations on BLFC’s ability to, among other things, incur liens, incur indebtedness, sell or transfer assets or receivables or to engage in mergers, consolidations, mergers or joint ventures, and customary events of default.
BLFC’s obligations under the Term Loan Agreement are secured by Bunge
pursuant to a separate warranty, dated July 26, 2022 (warranty”). The Warranty contains certain customary representations and warranties and positive and negative clauses. The guarantee obliges Bunge maintain a specified ratio of consolidated total current assets to adjusted total consolidated current liabilities, a maximum ratio of consolidated adjusted net debt to consolidated adjusted capitalization and a maximum ratio of secured debt to tangible assets. The Warranty also includes certain limitations on the ability to Bunge to engage in merger, consolidation or amalgamation transactions or to sell or otherwise transfer all or substantially all of its property, business or assets.
From time to time, some of the lenders under the Term Loan Agreement and/or their affiliates provide financial services to BungeBLFC and other subsidiaries of Bunge.
The Term Loan Agreement and the Guarantee are incorporated as Schedules 10.1 and 10.2, respectively, herein and are incorporated herein by reference.
The foregoing descriptions of the Term Loan Agreement and the Guarantee do not purport to be complete and are qualified in their entirety by reference to the full text of these documents.
Item 2.03 – Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Section 1.01 of this Current Report on Form 8-K is incorporated by reference in this Section 2.03.
Item 9.01 – Financial statements and supporting documents
Exhibit No. Description
10.1 Term Loan Agreement, dated July 26, 2022
10.2 Guaranty by Bunge Limited pursuant to the Term Loan Agreement, dated July
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