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BUNGE LIMITED

(BG)
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BUNGELTD : Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

07/19/2021 | 04:42pm EDT

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
       104              Cover Page Interactive Data File (embedded within the
                        Inline XBRL document)

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2021 55 511 M - -
Net income 2021 1 615 M - -
Net Debt 2021 5 698 M - -
P/E ratio 2021 7,55x
Yield 2021 2,63%
Capitalization 11 420 M 11 420 M -
EV / Sales 2021 0,31x
EV / Sales 2022 0,30x
Nbr of Employees 23 000
Free-Float 83,6%
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Number of Analysts 10
Last Close Price 80,58 $
Average target price 93,40 $
Spread / Average Target 15,9%
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Managers and Directors
Gregory A. Heckman Chief Executive Officer & Director
John W. Neppl Chief Financial Officer & Executive Vice President
Kathleen W. Hyle Non-Executive Chairman
Julio Garros President-Agribusiness Development & Operations
Carol Martha Browner Independent Director
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