BUNGE GLOBAL SA Item 1.01 - Entry into a Material Definitive Agreement OnDecember 16, 2021 ,Bunge Finance Europe B.V. ("BFE"), a wholly owned subsidiary ofBunge Limited ("Bunge"), entered into an unsecuredU.S. $1.75 billion (the "Total Commitment") revolving credit facility (the "Revolving Credit Facility"), withCredit Agricole Corporate and Investment Bank , as agent, and certain lenders party thereto (the "Lenders"). BFE may from time to time, with the consent of the agent, request one or more of the existing Lenders or new lenders to increase the Total Commitments in an amount not to exceed$250,000,000 pursuant to an accordion provision set forth in the Revolving Credit Facility. The Revolving Credit Facility matures onDecember 16, 2024 , the thirty-sixth month anniversary of the effective date of the Revolving Credit Facility. BFE has the option to request an extension of the maturity date of the Revolving Credit Facility for two additional one-year periods. Each Lender in its sole discretion may agree to any such extension request. BFE may use proceeds from borrowings under the Revolving Credit Facility to fund intercompany advances toBunge and/or certainBunge subsidiaries, repay the Terminated Revolving Facility Agreement (as defined below), repay outstanding indebtedness of BFE and pay expenses incurred in connection with the Revolving Credit Facility and any pari passu indebtedness. The Revolving Credit Facility replaced the existing$1.75 billion Facility Agreement, datedDecember 12, 2017 , as amended and restated onDecember 16, 2019 , as further amended onMay 1, 2020 , and as further amended onApril 16 2021 (the "Terminated Revolving Facility Agreement"), among BFE, ABN AMRO Bank N.V., as agent, and certain lenders party thereto. No borrowings were outstanding under the Terminated Revolving Facility Agreement onDecember 16, 2021 . Borrowings under the Revolving Credit Facility will bear interest at LIBOR plus a margin, which will vary from 0.30% to 1.30%, based on the senior long-term unsecured debt ratings provided byMoody's Investors Services Inc. ("Moody's") andS&P Global Ratings ("S&P") 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 or theBunge Master Trust , thenBunge Limited Finance Corp. (the "Rating Level"). The applicable margin is also subject to certain premiums or discounts tied to certain sustainability criteria, including, but not limited to, recently established science based targets (SBTs) that defineBunge 's climate goals within its operations and a commitment to eliminate deforestation in its supply chains by the year 2025. Amounts under the Revolving Credit Facility that remain undrawn are subject to a commitment fee payable quarterly in arrears at a rate of 35% of the margin specified above, which will vary based on the Rating Level at each such quarterly payment date. BFE also will pay a fee that will vary from 0.10% to 0.40% based on BFE's utilization of the Revolving Credit Facility. The Revolving Credit Facility contains certain customary representations and warranties and affirmative and negative covenants, including certain limitations on the ability of BFE, among other things, to 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 BFE under the Revolving Credit Facility are guaranteed byBunge pursuant to a guaranty agreement, datedDecember 16, 2021 (the "Guaranty"). The Guaranty contains certain customary representations and warranties and affirmative and negative covenants. The Guaranty requiresBunge to maintain a specified 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 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 Revolving Credit Facility and/or their affiliates provide financial services toBunge , BFE and other subsidiaries ofBunge . The Revolving Credit Facility and the Guaranty are included as Exhibit 10.1 and Exhibit 10.2, respectively, hereto and are incorporated by reference herein. The foregoing descriptions of the Revolving Credit Facility 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.
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Item 7.01 - Regulation FD Disclosure
On
Item 9.01 - Financial Statements and Exhibits. (d): Exhibits. Exhibit No. Description 10.1 * Facility Agreement, datedDecember 16, 2021 10.2 Guaranty, datedDecember 16, 2021 99.1 Press Release issued onDecember 16, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain information contained in this exhibit, marked by [***], has been omitted because it (i) is not material and (ii) is the type of information that the registrant treats as private or confidential.
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