Item 1.01 - Entry Into a Material Definitive Agreement
Amendment to Existing Securitization Program
On November 16, 2022, Bunge Limited ("Bunge") restructured its trade receivables
securitization program (the "Securitization Program") from a deferred purchase
price to a pledge structure. Specifically, Bunge and certain of its subsidiaries
amended its Securitization Program existing with Coöperatieve Rabobank U.A., as
administrative agent (the "Administrative Agent") and certain commercial paper
conduit purchasers and committed purchasers (the "Purchasers") pursuant to the
Twenty-Second Amendment to the Receivables Transfer Agreement and Seventh
Amended and Restated Receivables Transfer Agreement (collectively, the
"Securitization Program Transaction Documents").
Under the new pledge structure, the deferred purchase price mechanism applicable
to the transfers of receivables among Bunge Securitization B.V., as seller under
the Securitization Program (the "Seller"), and the Purchasers was removed and
replaced with mechanics that permit the Seller to identify certain receivables
to be sold to the Purchasers (the "Sold Receivables") and to retain ownership of
the remaining receivables (the "Unsold Receivables") under the Securitization
Program. In addition, pursuant to the amendments, the Seller agrees to guaranty
the collection of Sold Receivables and grants a lien to the Administrative Agent
in all Unsold Receivables to secure the Seller's guaranty obligations. Prior to
these amendments, Bunge reported collections of the deferred purchase price on
receivables sold under the Securitization Program as investing cash flows. As a
result of these amendments, Bunge will report collections on newly originated
"Unsold Receivables" as operating cash flows, Bunge's reported operating cash
flows will no longer be adversely impacted and its reported investing cash flows
will no longer be favorably impacted by collections related to a deferred
purchase price under the Securitization Program. Other relevant terms and
conditions of the Securitization Program were substantially unchanged by these
amendments.
The Securitization Program Transaction Documents contain certain customary
representations and warranties and affirmative covenants, including a
representation as to the eligibility of the receivables being sold, and contain
customary termination events and service defaults. Bunge and its subsidiaries
are required to repurchase any receivables that are not eligible as represented
on the date of sale or become subject to certain non-credit related obligor
offsets following sale to the Securitization Program. Apart from such repurchase
obligations, any recourse to Bunge and its subsidiaries under the Securitization
Program will be limited to Bunge's first loss position as subordinated lender,
which will be sized based on the historical performance of Bunge's pool of trade
receivables.
The foregoing description of the Securitization Program Transaction Documents is
not complete and is qualified in its entirety by reference to the full text of
the Twenty-Second Amendment to the Receivables Transfer Agreement and the
Seventh Amended and Restated Receivables Transfer Agreement, a copy of each of
which will be filed as an exhibit to the Company's Annual Report on Form 10-K
for the year ending December 31, 2022. The Twenty-First Amendment to the
Receivables Transfer Agreement and the Sixth Amended and Restated Receivables
Transfer Agreement, which were amended by the Securitization Program Transaction
Documents described above, were filed as exhibits to the Company's Quarterly
Report on Form 10-Q for the three-month period ended March 31, 2022.
Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
To the extent applicable, 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
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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