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.