AGCO Corp Enters Material Definitive Agreement

TL;DR

AGCO just signed a big financing deal, check the 8-K.

AI Summary

On March 18, 2024, AGCO Corporation entered into a Material Definitive Agreement related to financing. The filing also includes financial statements and exhibits, with the report being filed on March 21, 2024.

Why It Matters

This filing indicates AGCO Corporation has secured a new financing agreement, which could impact its financial flexibility and future investments.

Risk Assessment

Risk Level: low — The filing reports on a standard material definitive agreement, which is a routine corporate event.

Key Players & Entities

• AGCO Corporation (company) — Registrant
• March 18, 2024 (date) — Date of earliest event reported
• March 21, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 4205 River Green Parkway (address) — Principal executive offices
• Duluth, Georgia (location) — Principal executive offices location

FAQ

Key Financial Figures

• $400,000,000 — its underwritten public offering of (i) $400,000,000 aggregate principal amount of 5.450% Se
• $700,000,000 — es due 2027 (the "2027 Notes") and (ii) $700,000,000 aggregate principal amount of 5.800% No
• $1.09 b — roceeds to the Company of approximately $1.09 billion, after deducting underwriting com
• $2.0 billion — rms and conditions set forth therein, a $2.0 billion senior unsecured 364-day bridge facilit
• $1.27 billion — the Bridge Facility had been reduced to $1.27 billion as a result of certain permanent financ
• $500.0 m — , proceeds of anticipated term loans of $500.0 million, and other cash on hand to fund t

Filing Documents

• tm249317d1_8k.htm (8-K) — 40KB
• tm249317d1_ex1-1.htm (EX-1.1) — 201KB
• tm249317d1_ex4-1.htm (EX-4.1) — 471KB
• tm249317d1_ex4-2.htm (EX-4.2) — 295KB
• tm249317d1_ex5-1.htm (EX-5.1) — 17KB
• tm249317d1_ex5-2.htm (EX-5.2) — 88KB
• tm249317d1_ex5-3.htm (EX-5.3) — 50KB
• tm249317d1_ex5-1img01.jpg (GRAPHIC) — 4KB
• tm249317d1_ex5-2img01.jpg (GRAPHIC) — 4KB
• tm249317d1_ex5-2img02.jpg (GRAPHIC) — 3KB
• tm249317d1_ex5-3img001.jpg (GRAPHIC) — 2KB
• tm249317d1_ex5-3img002.jpg (GRAPHIC) — 7KB
• tm249317d1_ex5-3img003.jpg (GRAPHIC) — 1KB
• 0001104659-24-037103.txt ( ) — 1592KB
• agco-20240318.xsd (EX-101.SCH) — 3KB
• agco-20240318_lab.xml (EX-101.LAB) — 33KB
• agco-20240318_pre.xml (EX-101.PRE) — 22KB
• tm249317d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On March 21, 2024, AGCO Corporation (the "Company") completed its underwritten public offering of (i) $400,000,000 aggregate principal amount of 5.450% Senior Notes due 2027 (the "2027 Notes") and (ii) $700,000,000 aggregate principal amount of 5.800% Notes due 2034 (the "2034 Notes", and together with the 2027 Notes, the "Notes"), pursuant to an Underwriting Agreement, dated as of March 18, 2024 (the "Underwriting Agreement"), among the Company, the Guarantors (as defined below) and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Rabo Securities USA, Inc., as representatives of the underwriters named in the Underwriting Agreement. The Notes were sold by the Company in an offering registered under the Securities Act of 1933, as amended, pursuant to the registration statement on Form S-3 (File No. 333-277740) filed with the Securities and Exchange Commission (the "Commission") on March 7, 2024, as supplemented by the Prospectus Supplement dated March 18, 2024 filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933. The offering resulted in aggregate net proceeds to the Company of approximately $1.09 billion, after deducting underwriting commissions and estimated offering expenses payable by the Company. The Notes are unsecured and unsubordinated indebtedness of the Company and are guaranteed on a senior unsecured basis, jointly and severally, by AGCO International Holdings B.V., AGCO International GmbH, Massey Ferguson Corp. and The GSI Group, LLC, direct and indirect subsidiaries of the Company (collectively, the "Guarantors"). The Notes were issued pursuant to the Senior Note Indenture, dated as of March 21, 2024 (the "Base Indenture"), among the Company, the Guarantors and HSBC Bank USA, National Association, as trustee (the "Trustee"), as amended and supplemented by the First Supplemental Indenture, dated as of March 21, 2024, among the Company, the Guarantors and the Trust

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated March 18, 2024, among AGCO Corporation, AGCO International Holdings B.V., AGCO International GmbH, Massey Ferguson Corp., The GSI Group, LLC and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Rabo Securities USA, Inc., as representatives of the several underwriters 4.1 Senior Note Indenture, dated March 21, 2024, among AGCO Corporation, AGCO International Holdings B.V., AGCO International GmbH, Massey Ferguson Corp., The GSI Group, LLC and HSBC Bank USA, National Association, as trustee 4.2 First Supplemental Indenture, dated March 21, 2024, among AGCO Corporation, AGCO International Holdings B.V., AGCO International GmbH, Massey Ferguson Corp., The GSI Group, LLC and HSBC Bank USA, National Association, as trustee (including the form of 2027 Notes and form of 2034 Notes) 5.1 Opinion of Troutman Pepper Hamilton Sanders LLP 5.2 Opinion of De Brauw Blackstone Westbroek N.V. 5.3 Opinion of Pestalozzi Attorneys at Law Ltd 23.1 Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1) 23.2 Consent of De Brauw Blackstone Westbroek N.V. (included in Exhibit 5.2) 23.3 Consent of Pestalozzi Attorneys at Law Ltd (included in Exhibit 5.3) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AGCO Corporation By: /s/ Damon Audia Damon Audia Senior Vice President and Chief Financial Officer Dated: March 21, 2024

View Full Filing

View this 8-K filing on SEC EDGAR