Item 1.01 - Entry 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 U.S.
$750,000,000 (the "Total Commitments") three-year Term Loan Agreement (the "Term
Loan Agreement") among BLFC, as borrower, Sumitomo Mitsui Banking Corporation,
Bank of America, N.A., BNP Paribas, Citibank, N.A., Coöperatieve Rabobank U.A.,
New York Branch, ING Bank, N.V., JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd.,
PNC Bank, National Association, Royal Bank of Canada, The Toronto-Dominion Bank,
New York Branch, Truist Bank, U.S. Bank National Association and Wells Fargo
Bank, National Association, as syndication agents, JPMorgan Chase Bank, N.A., as
administrative agent, and certain lenders party thereto (the "Lenders"). Under
the Term Loan Agreement, the Lenders are committed to make loans (the "Loans")
one time in an aggregate amount not exceeding the Total Commitments on a date
(the "Drawdown Date") prior to October 26, 2022 (the "Commitment Period"). The
Term Loan Agreement matures on the third anniversary of the Drawdown Date. BLFC
may use proceeds from the Loans under the Term Loan Agreement to fund
intercompany advances to Bunge and/or certain Bunge subsidiaries, repay
outstanding pari passu indebtedness of BLFC, pay expenses incurred in connection
with the Term Loan Agreement and any pari passu indebtedness of BLFC and for
general working capital purposes.
The Loans under the Term Loan Agreement will bear interest at the daily simple
secured overnight financing rate ("SOFR") plus a 0.10% SOFR adjustment and the
Applicable Margin (defined below). The margin applicable to a daily simple SOFR
borrowing (the "Applicable Margin") will vary between 0.70% and 1.25% and be
based on the higher of the senior long-term unsecured debt rating that Moody's
Investors Service, Inc. ("Moody's") and Standard & 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 of Bunge, then the Bunge Master Trust or (c) if Moody's or
S&P, as applicable, does not provide such a 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 based on the JPM Rating Level.
The Term Loan Agreement contains certain customary representations and
warranties and affirmative and negative covenants, including certain limitations
on the ability of BLFC, 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 BLFC under the Term Loan Agreement are guaranteed by Bunge
pursuant to a separate Guaranty, dated July 26, 2022 (the "Guaranty"). The
Guaranty contains certain customary representations and warranties and
affirmative and negative covenants. The Guaranty obligates Bunge to maintain a
specified total consolidated currents assets to adjusted total consolidated
current liabilities ratio, a maximum consolidated adjusted net debt to
consolidated adjusted capitalization ratio and a maximum secured indebtedness to
tangible assets ratio. The Guaranty also includes certain limitations on the
ability of Bunge 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 Term Loan Agreement and/or
their affiliates provide financial services to Bunge, BLFC and other
subsidiaries of Bunge.
The Term Loan 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 Term Loan 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.
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Item 9.01 - Financial Statements and Exhibits
(d): Exhibits.
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
26, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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