Item 1.01 Entry into a Material Definitive Agreement
(a) JPM Revolving Credit Agreement
On July 16, 2021, Bunge Limited Finance Corp. ("BLFC"), a wholly owned
subsidiary of Bunge Limited ("Bunge"), entered into an unsecured U.S.
$1,350,000,000 5-year Revolving Credit Agreement (the "JPM Credit Agreement")
among BLFC, as borrower, Citibank, N.A., as syndication agent, BNP Paribas,
Coöperatieve Rabobank U.A., New York Branch, Mizuho Bank, Ltd., Sumitomo Mitsui
Banking Corporation and U.S. Bank National Association, as co-documentation
agents, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders
party thereto (the "JPM Lenders"). The JPM Credit Agreement matures on July 16,
2026. BLFC has the option to request an extension of the maturity date of the
JPM Credit Agreement for two additional one-year periods. Each JPM Lender in its
sole discretion may agree to any such extension request. BLFC may also, from
time to time, request one or more of the existing JPM Lenders or new lenders to
increase the total commitments under the JPM Credit Agreement by up to
$200,000,000 pursuant to an accordion provision set forth in the JPM Credit
Agreement. The JPM Credit Agreement replaces the existing U.S. $1,100,000,000
5-year Revolving Credit Agreement, dated as of December 14, 2018 (the
"Terminated JPM Credit Agreement"), among BLFC, as borrower, Citibank, N.A. as
syndication agent, BNP Paribas, Mizuho Bank, Ltd., Sumitomo Mitsui Banking
Corporation and U.S. Bank National Association, as documentation agents,
JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders party
thereto that was scheduled to mature on December 14, 2023, which was terminated
in accordance with its terms on July 16, 2021. No principal amounts were
outstanding under the Terminated JPM Credit Agreement on the date of
termination. BLFC may use proceeds from future borrowings under the JPM Credit
Agreement to fund intercompany advances to Bunge and/or certain Bunge
subsidiaries, repay outstanding pari passu indebtedness of BLFC and pay expenses
incurred in connection with the JPM Credit Agreement and any pari passu
indebtedness of BLFC.
Borrowings under the JPM Credit Agreement will bear interest, at BLFC's option,
at LIBOR plus the Applicable JPM Margin (defined below) or the alternate base
rate then in effect plus the Applicable JPM Margin minus 1.00%. The margin
applicable to either a LIBOR or alternate base rate borrowing (the "Applicable
JPM Margin") will vary between 1.00% and 1.625% 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 JPM Credit Agreement that remain undrawn
are subject to a commitment fee payable quarterly based on the average undrawn
portion of the JPM Credit Agreement at rates ranging from 0.09% to 0.225%,
varying based on the JPM Rating Level.
The JPM Credit 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 JPM Credit Agreement are guaranteed by Bunge
pursuant to a separate Guaranty, dated July 16, 2021 (the "BLFC-JPM Guaranty").
The BLFC-JPM Guaranty contains certain customary representations and warranties
and affirmative and negative covenants. The BLFC-JPM 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 BLFC-JPM 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.
(b) Rabobank Revolving Credit Agreement
On July 16, 2021, BLFC, a wholly owned subsidiary of Bunge, entered into an
unsecured U.S. $1,000,000,000 364-day Revolving Credit Agreement (the "Rabobank
Credit Agreement") among BLFC, as borrower, Sumitomo Mitsui Banking Corporation,
as syndication agent, BNP Paribas, Citibank, N.A., Natixis, New York Branch, and
U.S. Bank National Association, as co-documentation agents, Coöperatieve
Rabobank U.A., New York Branch, as administrative agent (the "Administrative
Agent"), and certain lenders party thereto (the "Rabobank Lenders"). Each
Rabobank Lender is required to fund all borrowing requests delivered by BLFC
unless such Rabobank Lender has delivered a declining lender notice to the
Administrative Agent as of 9:00 am (New York City time) on the date such
borrowing request is delivered. The Rabobank Credit Agreement matures on July
15, 2022. BLFC may also from time to time request one or more of the existing
Rabobank Lenders or new lenders to increase the total participations under the
Rabobank Credit Agreement by an aggregate amount up to $250,000,000 pursuant to
an accordion provision set forth in the Rabobank Credit Agreement. The Rabobank
Credit Agreement replaces the existing U.S. $1,250,000,000 364-day Revolving
Credit Agreement, dated as of October 22, 2020 (the "Terminated Rabobank Credit
Agreement"), among BLFC, as borrower, JPMorgan Chase Bank, N.A., as syndication
agent, BNP Paribas, Citibank, N.A., Natixis, New York Branch, Sumitomo Mitsui
Banking Corporation and U.S. Bank National Association, as documentation agents,
Coöperatieve Rabobank U.A., New York Branch, as administrative agent, and
certain lenders party thereto that was scheduled to mature on October 21, 2021,
which was terminated in accordance with its terms on July 16, 2021. No principal
amounts were outstanding under the Terminated Rabobank Credit Agreement on the
date of termination. BLFC may use proceeds from future borrowings under the
Rabobank Credit Agreement to fund intercompany advances to Bunge and/or certain
Bunge subsidiaries, repay outstanding pari passu indebtedness of BLFC and pay
expenses incurred in connection with the Rabobank Credit Agreement and any pari
passu indebtedness of BLFC.
Borrowings under the Rabobank Credit Agreement will bear interest, at BLFC's
option, at LIBOR plus the Applicable Rabobank Margin (defined below) or at the
alternate base rate then in effect plus the Applicable Rabobank Margin minus
1.00%. The margin applicable to either a LIBOR or an alternate base rate
borrowing (the "Applicable Rabobank Margin") will vary between 0.55% and 1.00%
and be based on the higher of the senior long-term unsecured debt rating that
Moody's and 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
. . .
Item 1.02 Termination of a Material Definitive Agreement
The information set forth in Item 1.01 of this Current Report on Form 8-K with
respect to the termination of the Terminated JPM Credit Agreement and the
Terminated Rabobank Credit Agreement is hereby incorporated by reference in this
Item 1.02.
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 JPM Credit Agreement, dated July 16, 2021
10.2 Guaranty by Bunge Limited pursuant to the JPM Credit
Agreement, dated July 16, 2021
10.3 Rabobank Credit Agreement, dated July 16, 2021
10.4 Guaranty by Bunge Limited pursuant to the Rabobank
Credit Agreement, dated July 16, 2021
10.5 Fourteenth Amended and Restated Liquidity Agreement,
dated July 16, 2021
10.6 Tenth Amended and Restated Guaranty by Bunge Limited
pursuant to the Fourteenth Amended and Restated Liquidity
Agreement, dated July 16, 2021
10.7 Annex X, dated as of July 16, 2021, including
definitions of certain terms contained in Exhibits 10.1,
10.2, 10.3, 10.4, 10.5 and 10.6 hereto
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