Material Agreement - Form 8-K

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 Trustee (the "First Supplemental Indenture" and together with the Base Indenture, the "Indenture").

As previously disclosed, the Company entered into a sale and contribution agreement (the "Sale and Contribution Agreement") with Trimble Inc. and its subsidiary, Trimble Solutions, LLC (the "Joint Venture") on September 28, 2023, pursuant to which, among other things, the Company would contribute its interest in JCA Industries, Inc. d/b/a JCA Technologies to the Joint Venture and purchase membership interests in the Joint Venture resulting in the Company's ownership of 85% of the membership interests in the Joint Venture (the "Acquisition").

As previously disclosed, in connection with the Sale and Contribution Agreement, the Company entered into a bridge facility commitment letter pursuant to which Morgan Stanley Senior Funding, Inc. and other lenders have committed to provide, subject to the terms and conditions set forth therein, a $2.0 billion senior unsecured 364-day bridge facility (the "Bridge Facility") to provide available funding to finance a portion of the purchase price for the Acquisition and related transactions costs. Prior to the sale of the Notes, the commitments under the Bridge Facility had been reduced to $1.27 billion as a result of certain permanent financing transactions and by amounts based on the Company's cash flow. The commitments under the Bridge Facility will be further reduced by the net cash proceeds resulting from the issuance of the Notes.

The Company intends to use the net proceeds of the offering of the Notes, proceeds of anticipated term loans of $500.0 million, and other cash on hand to fund the purchase price for the Acquisition.

The Company currently expects the Acquisition to close in the first half of 2024, subject to customary closing conditions including regulatory approvals. If (i) the consummation of the Acquisition has not occurred on or prior to the later of (x) June 28, 2024, or (y) such later date to which the Sale and Contribution Agreement as in effect on the closing date of the offering of the Notes may be extended in accordance with its terms (such later date, the "Special Mandatory Redemption Outside Date"), (ii) prior to the Special Mandatory Redemption Outside Date, the Sale and Contribution Agreement is terminated without the consummation of the Acquisition, or (iii) the Company otherwise notifies the trustee for the Notes in writing that it will not pursue the consummation of the Acquisition, it will be required to redeem the Notes then outstanding at a redemption price equal to 101% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of the special mandatory redemption.