Bunge Global SA (NYSE: BG) (“Bunge”), today announced that its
wholly-owned subsidiary, Bunge Limited Finance Corp. (“BLFC”), has
received consents from Eligible Holders (as defined herein)
representing (i) 96.5% in principal amount of 2.000% Notes due 2026
(the “Existing Viterra 2026 Notes”) and 3.200% Notes due 2031 (the
“Existing Viterra 2031 Notes”), voting as one class; and (ii) 97.6%
in principal amount of 4.900% Notes due 2027 (the “Existing Viterra
2027 Notes”) and 5.250% Notes due 2032 (the “Existing Viterra 2032
Notes”), voting as one class, each series as issued by Viterra
Finance B.V. (“VFBV”) and guaranteed by Viterra Limited (“Viterra”)
and Viterra B.V., pursuant to Bunge and BLFC’s previously announced
(A) offers to exchange (each an “Exchange Offer” and, collectively
the “Exchange Offers”) any and all outstanding Existing Viterra
2026 Notes, Existing Viterra 2027 Notes, Existing Viterra 2031
Notes, and Existing Viterra 2032 Notes (collectively, the “Existing
Viterra Notes”), for (1) up to $1.95 billion aggregate principal
amount of new notes to be issued by BLFC and guaranteed by Bunge
(the “New Bunge Notes”), and (2) cash; and (B) related
solicitations of consents by BLFC, on behalf of VFBV (each a
“Consent Solicitation” and, collectively, the “Consent
Solicitations”) from Eligible Holders of the (1) Existing Viterra
2026 Notes and the Existing Viterra 2031 Notes to amend the VFBV
base indenture dated April 21, 2021, governing the Existing Viterra
2026 Notes and the Existing Viterra 2031 Notes (the “Existing
Viterra 2026 and 2031 Notes Indenture”); and (2) Existing Viterra
2027 Notes and the Existing Viterra 2032 Notes to amend the VFBV
base indenture dated April 21, 2022, governing the Existing Viterra
2027 Notes and the Existing Viterra 2032 Notes (the “Existing
Viterra 2027 and 2032 Notes Indenture”, and with the Existing
Viterra 2026 and 2031 Notes Indenture, each an “Existing Viterra
Indenture” and collectively, the “Existing Viterra
Indentures”).
Tenders of Existing Viterra Notes in the Exchange Offers may be
withdrawn at any time prior to 5:00 p.m., New York City time, on
October 7, 2024, unless extended (the “Expiration Date”); however,
consents delivered in the Consent Solicitations with respect to
each series of Existing Viterra Notes may no longer be revoked.
The consents received in the Consent Solicitations permit VFBV,
Viterra and Viterra B.V. to eliminate certain of the covenants,
restrictive provisions, events of default and guarantee provisions
from such Existing Viterra Indenture (with respect to the
corresponding Existing Viterra Indenture for that series and,
together, as the context requires, the “Proposed Amendments”). In
accordance with the terms of the Existing Viterra Indentures and
the offering memorandum and consent solicitation statement dated
September 9, 2024 (the “Statement”), BLFC has received consents
sufficient to amend the respective indentures governing the
Existing Viterra Notes to unconditionally release and discharge the
guarantees by each of Viterra and Viterra B.V. The Proposed
Amendments are further described in the Statement. Accordingly,
VFBV, Viterra and Viterra B.V. have executed supplemental
indentures (the “Existing Viterra Supplemental Indentures”) to each
of the Existing Viterra Indentures to effect the Proposed
Amendments approved in the Consent Solicitations. The Proposed
Amendments effectuated by the Existing Viterra Supplemental
Indentures will become operative only upon the settlement date for
the Exchange Offers and the Consent Solicitations, which is
expected to be within two business days after the Expiration
Date.
As of 5:00 p.m., New York City time, on September 20, 2024 (the
“Early Tender Date”), the principal amounts of Existing Viterra
Notes set forth in the table below had been validly tendered and
not validly withdrawn (and consents thereby validly delivered and
not validly revoked).
For each $1,000 principal amount of Existing Viterra Notes
validly tendered (and not validly withdrawn) at or prior to the
Early Tender Date, Eligible Holders of Existing Viterra Notes are
eligible to receive $1,000 principal amount of New Bunge Notes of
the applicable series, plus a consent payment (the “Consent
Payment”) of $1.00 in cash (plus cash in respect of any fractional
portion of New Bunge Notes) (the “Total Exchange Consideration”).
The Total Exchange Consideration includes the early tender payment,
payable in New Bunge Notes, equal to $30.00. For each $1,000
principal amount of Existing Viterra validly tendered after the
Early Tender Date but at or prior to the Expiration Date, Eligible
Holders of Existing Viterra Notes will be eligible to receive
$1,000 principal amount of New Bunge Notes (plus cash in respect of
any fractional portion of New Bunge Notes) (the “Exchange
Consideration”) but will not receive the Consent Payment.
Title of Series of Existing
Viterra Notes
CUSIP Number of Existing
Viterra Notes
Title Series of New Bunge
Notes
Aggregate Principal Amount
Outstanding
Existing Viterra Notes
Tendered at Early Tender Date
Principal Amount
Percentage
2.000% Notes due 2026
144A CUSIP: 92852LAA7
Reg S CUSIP: N9354LAA9
2.000% Notes due 2026
$600,000,000
$566,348,000
94.4%
4.900% Notes due 2027
144A CUSIP: 92852LAC3
Reg S CUSIP: N9354LAE1
4.900% Notes due 2027
$450,000,000
$436,993,000
97.1%
3.200% Notes due 2031
144A CUSIP: 92852LAB5
Reg S CUSIP: N9354LAB7
3.200% Notes due 2031
$600,000,000
$591,131,000
98.5%
5.250% Notes due 2032
144A CUSIP: 92852LAD1
Reg S CUSIP: N9354LAF8
5.250% Notes due 2032
$300,000,000
$295,000,000
98.3%
Eligible Holders who (i) validly tender their Existing Viterra
Notes at or prior to the Early Tender Date, (ii) validly deliver
their related consent in the applicable Consent Solicitation at or
prior to the Early Tender Date, and (iii) beneficially own such
Existing Viterra Notes at the Expiration Date, will be eligible to
receive the Total Exchange Consideration.
Eligible Holders who (i) validly tender their Existing Viterra
Notes after the Early Tender Date and prior to the Expiration Date,
(ii) validly deliver their related consents in the applicable
Consent Solicitation after the Early Tender Date and prior to the
Expiration Date, and (iii) beneficially own such Existing Viterra
Notes at the Expiration Date, will be eligible to receive the
Exchange Consideration.
The settlement date will be promptly after the Expiration Date
and is expected to be within two business days after the Expiration
Date. To the extent the consummation of Bunge’s pending acquisition
(the “Business Combination”) of Viterra is not anticipated to occur
on or before the then-anticipated settlement date, for any reason,
BLFC anticipates extending the Expiration Date until such time that
the Business Combination may be consummated on or before the
settlement date. During any extension of the Expiration Date, all
Existing Viterra Notes previously tendered (and not validly
withdrawn) in an extended Exchange Offer will remain subject to
such Exchange Offer and may be accepted for exchange by BLFC.
BLFC is making the Exchange Offers and Consent Solicitations
pursuant to the terms and subject to the conditions set forth in
the Statement. The Statement and other documents relating to the
Exchange Offers and Consent Solicitations have and will only be
distributed to holders of Existing Viterra Notes who complete and
return a letter of eligibility certifying that they are (i)
“qualified institutional buyers” within the meaning of Rule 144A
under the Securities Act of 1933, as amended (“Securities Act”) or
(ii) not “U.S. persons” and are outside of the United States within
the meaning of Regulation S under the Securities Act and who are
“non-U.S. qualified offerees” (as defined in the Statement) and who
are not located in Canada are authorized to receive and review the
Statement (such persons, “Eligible Holders”). Eligible Holders of
Existing Viterra Notes who desire to obtain and complete the letter
of eligibility and obtain copies of the Statement should call D.F.
King & Co., Inc. (the “Information & Exchange Agent”) at
(800) 967-5074 (toll-free) or (212) 269-5550 (collect for banks and
brokers).
Among other risks described in the Statement, the Exchange
Offers and Consent Solicitations are expected to result in reduced
liquidity for the Existing Viterra Notes that are not exchanged
and, the Proposed Amendments to the Existing Viterra Indentures
will reduce protection to remaining holders of Existing Viterra
Notes. Eligible Holders should refer to the Statement for more
details on the risks related to the Exchange Offers and Consent
Solicitations.
BLFC has engaged BofA Securities, Inc. and J.P. Morgan
Securities LLC as Lead Dealer Managers and Solicitation Agents, and
SMBC Nikko Securities America, Inc. as Co-Dealer Manager and
Solicitation Agent for the Exchange Offers and Consent
Solicitations. Please direct questions regarding the Exchange
Offers and Consent Solicitations to BofA Securities, Inc. at (888)
292-0070 (toll-free) or (980) 387-3907 (collect for banks and
brokers) or J.P. Morgan Securities LLC at (866) 834-4666
(toll-free) or (212) 834-3554 (collect for banks and brokers).
The New Bunge Notes have not been registered under the
Securities Act or any state or foreign securities laws, and they
may not be offered or sold except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and any applicable state and foreign securities
laws.
About Bunge
At Bunge (NYSE: BG), our purpose is to connect farmers to
consumers to deliver essential food, feed and fuel to the world.
With more than two centuries of experience, unmatched global scale
and deeply rooted relationships, we work to strengthen global food
security, increase sustainability where we operate, and help
communities prosper. As a world leader in oilseed processing and a
leading producer and supplier of specialty plant-based oils and
fats, we value our partnerships with farmers to bring quality
products from where they’re grown to where they’re consumed. At the
same time, we collaborate with our customers to develop tailored
and innovative solutions to meet evolving dietary needs and trends
in every part of the world. Our Company has its registered office
in Geneva, Switzerland and its corporate headquarters in St. Louis,
Missouri. We have approximately 23,000 dedicated employees working
across approximately 300 facilities located in more than 40
countries.
Cautionary Statement Concerning Forward-Looking
Statements
The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for forward looking statements to encourage companies
to provide prospective information to investors. This press release
includes forward looking statements that reflect our current
expectations and projections about our future results, performance,
prospects and opportunities. Forward looking statements include all
statements that are not historical in nature. We have tried to
identify these forward looking statements by using words including
"may," "will," "should," "could," "expect," "anticipate,"
"believe," "plan," "intend," "estimate," "continue" and similar
expressions. These forward-looking statements, which include those
related to BLFC’s ability to consummate the Exchange Offers and the
Consent Solicitations, Bunge’s ability to generate sufficient cash
flows to service debt and other obligations and ability to access
capital, including debt or equity, and Bunge’s ability to achieve
the benefits contemplated by the Exchange Offers and the Consent
Solicitations, are subject to a number of risks, uncertainties and
other factors that could cause our actual results, performance,
prospects or opportunities to differ materially from those
expressed in, or implied by, these forward-looking statements,
which are described in our Securities and Exchange Commission
filings, including those set forth in “Item 1A. Risk Factors” in
our Annual Report on Form 10-K for the year ended December 31,
2023, filed with the SEC on February 22, 2024 and “Part II — Item
1A. Risk Factors” in our Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2024, filed with the SEC on August
1, 2024.
The forward looking statements included in this release are made
only as of the date of this release, and except as otherwise
required by federal securities law, we do not have any obligation
to publicly update or revise any forward looking statements to
reflect subsequent events or circumstances.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to purchase, or the solicitation of an offer to sell, or the
solicitation of tenders or consents with respect to any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In the case of the
Exchange Offers and Consent Solicitations, the Exchange Offers and
Consent Solicitations are being made solely pursuant to the
Statement and only to such persons and in such jurisdictions as is
permitted under applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240923570084/en/
Media Contact: Bunge News Bureau Bunge 636-292-3022
news@bunge.com Investor Contact: Ruth Ann Wisener Bunge
636-292-3014 Ruthann.wisener@bunge.com
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