AGCO Corp Reports Material Definitive Agreement & Acquisition

Ticker: AGCO · Form: 8-K · Filed: Apr 1, 2024 · CIK: 880266

Agco Corp /De 8-K Filing Summary
FieldDetail
CompanyAgco Corp /De (AGCO)
Form Type8-K
Filed DateApr 1, 2024
Risk Levelmedium
Pages4
Reading Time4 min
Key Dollar Amounts$1.954 billion, $1.1 billion, $500 million
Sentimentneutral

Sentiment: neutral

Topics: acquisition, definitive-agreement, financial-obligation

TL;DR

AGCO just filed an 8-K for a material definitive agreement and acquisition completion. Big moves happening.

AI Summary

On March 31, 2024, AGCO Corporation entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. This also created a direct financial obligation for the registrant and is considered a Regulation FD Disclosure. The filing includes financial statements and exhibits.

Why It Matters

This filing indicates a significant corporate action for AGCO Corporation, likely involving a substantial financial transaction and strategic shift through an acquisition or disposition.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and completion of an acquisition/disposition, which inherently carries financial and operational risks.

Key Players & Entities

  • AGCO Corporation (company) — Registrant
  • March 31, 2024 (date) — Date of earliest event reported
  • Delaware (jurisdiction) — State of incorporation
  • 4205 River Green Parkway (address) — Principal executive offices
  • Duluth, Georgia (location) — Principal executive offices location
  • 770 813-9200 (phone_number) — Registrant's telephone number

FAQ

What specific type of material definitive agreement did AGCO Corporation enter into?

The filing indicates the agreement is related to the completion of an acquisition or disposition of assets.

What is the date of the earliest event reported in this 8-K filing?

The date of the earliest event reported is March 31, 2024.

In which state was AGCO Corporation incorporated?

AGCO Corporation was incorporated in Delaware.

What is the principal executive office address for AGCO Corporation?

The principal executive offices are located at 4205 River Green Parkway, Duluth, Georgia 30096.

What is the purpose of this 8-K filing according to the item information?

The filing serves as a Current Report for Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation, Regulation FD Disclosure, and Financial Statements and Exhibits.

Filing Stats: 1,062 words · 4 min read · ~4 pages · Grade level 11.4 · Accepted 2024-04-01 16:52:16

Key Financial Figures

  • $1.954 billion — e for the payment by AGCO to Trimble of $1.954 billion in cash, subject to customary working c
  • $1.1 billion — he transaction through a combination of $1.1 billion in recently-issued senior unsecured not
  • $500 million — cently-issued senior unsecured notes, a $500 million term loan facility, and the remainder t

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

01 below is incorporated herein by reference

Item 2.01 below is incorporated herein by reference.

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On April 1, 2024, pursuant to the terms of an Amended and Restated Sale and Contribution Agreement (the " Agreement ") among the AGCO Corporation (" AGCO "), Trimble Inc. (" Trimble ") and PTx Trimble, LLC, formerly known as Trimble Solutions, LLC (the " Joint Venture "), AGCO and Trimble completed (i) the contribution by Trimble to the Joint Venture of Trimble's OneAg business, which is Trimble's agricultural business, excluding certain Global Navigation Satellite System and guidance technologies, and an amount of cash, (ii) the contribution by AGCO to the Joint Venture of its interest in JCA Industries, LLC d/b/a JCA Technologies and an amount of cash, and (iii) the purchase by AGCO from Trimble of membership interests in the Joint Venture in exchange for the payment by AGCO to Trimble of $1.954 billion in cash, subject to customary working capital and other adjustments. Immediately following the closing and as a result of the transaction, AGCO directly and indirectly owns an 85% interest in the Joint Venture and Trimble owns a 15% interest in the Joint Venture. In addition to forming the Joint Venture, Trimble and AGCO concurrently entered into additional agreements that include a long-term supply agreement, a technology transfer and license agreement, a transition services agreement and a trademark license agreement that, among other things, govern Trimble's provision of certain key Global Navigation Satellite System and guidance technologies, other Trimble products, and transitional services to the Joint Venture and Trimble's licensing of Trimble trademarks and technology for use by the Joint Venture. On March 31, 2024, the parties entered into the Agreement, which is an amendment and restatement of the previously announced Sale and Contribution Agreement dated September 28, 2023, among the parties, to make various changes including the addition of the opportunity for the parties to exercise a

01 above is incorporated herein by reference

Item 2.01 above is incorporated herein by reference.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On April 1, 2024, AGCO issued a joint press release with Trimble announcing the completion of the transaction. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference. The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing of AGCO under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description The Filings Referenced for Incorporation by Reference are AGCO Corporation 2.1 Amended and Restated Sale and Contribution Agreement Filed herewith 99.1 Press Release dated April 1, 2024. Filed herewith 99.2 Co mbined financial statements of the OneAg Business of Trimble Inc. as of December 29, 2023, and for the year ended December 29, 2023. March 14, 2023, Form 8-K, Exhibit 99.1 99.3 Unaudited pro forma condensed combined financial statements of AGCO as of December 31, 2023, and for the year ended December 31, 2023. March 14, 2023, Form 8-K, Exhibit 99.2 104 Cover Page Interactive Data File - the cover page from this current report on Form 8-K is formatted in Inline XBRL. Filed herewith

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: April 1, 2024

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