Bunge Global SA (NYSE: BG) (“Bunge”), today announced that its
wholly-owned subsidiary, Bunge Limited Finance Corp. (“BLFC”), has
extended the expiration date of its previously announced (A) offers
to exchange (each an “Exchange Offer” and, collectively the
“Exchange Offers”) any and all outstanding 2.000% Notes due 2026
(the “Existing Viterra 2026 Notes”), 4.900% Notes due 2027 (the
“Existing Viterra 2027 Notes”), 3.200% Notes due 2031 (the
“Existing Viterra 2031 Notes”) and 5.250% Notes due 2032 (the
“Existing Viterra 2032 Notes”, and together with the Existing
Viterra 2026 Notes, the Existing Viterra 2027 Notes, and the
Existing Viterra 2031 Notes, collectively, the “Existing Viterra
Notes”), each series as issued by Viterra Finance B.V. (“VFBV”) and
guaranteed by Viterra Limited (“Viterra”) and Viterra B.V., 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 (as defined
below) 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”). Bunge and BLFC hereby extend
such expiration date from 5:00 p.m., New York City time, on October
7, 2024, to 5:00 p.m., New York City time, on October 31, 2024,
unless further extended (the “Expiration Date”).
On the early tender date and consent revocation deadline of
September 20, 2024, BLFC received consents sufficient to amend the
respective Existing Viterra Indentures to, among other things,
eliminate certain of the covenants, restrictive provisions and
events of default and modify or amend certain other provisions,
including unconditionally releasing and discharging the guarantees
by each of Viterra and Viterra B.V. (with respect to the
corresponding Existing Viterra Indenture for that series and,
together, as the context requires, the “Proposed Amendments”).
Supplemental indentures to the Existing Viterra Indentures were
executed on September 23, 2024 in order to effect the Proposed
Amendments (each an “Existing Viterra Supplemental Indenture” and
collectively, the “Existing Viterra Supplemental Indentures”). 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.
Each Exchange Offer and Consent Solicitation is subject to the
satisfaction of certain conditions, including among other things,
the consummation of Bunge’s pending acquisition (the “Business
Combination”) of Viterra. The parties’ obligations to complete the
Business Combination are conditioned upon (i) the receipt of
antitrust approvals and (ii) certain other customary closing
conditions. The consummation of the Business Combination is not
subject to the completion of the Exchange Offers or Consent
Solicitations or a financing condition.
To the extent the Business Combination is not anticipated to
occur on or before the Expiration Date, for any reason, BLFC
anticipates further extending the then-anticipated Expiration Date
until such time that the Business Combination may be consummated on
or before the Expiration Date. BLFC will provide notice of any such
extension in advance of the Expiration Date.
The regulatory approval process for the announced Business
Combination is continuing to progress. Bunge expects to receive the
remaining approvals and close the Business Combination in the next
several months.
Tenders of Existing Viterra Notes in the Exchange Offers and
related consents validly delivered (and not validly revoked) prior
to the extension of the Expiration Date remain valid. Tenders of
Existing Viterra Notes in the Exchange Offers may be validly
withdrawn at or prior to the Expiration Date. A valid withdrawal of
tendered Existing Viterra Notes prior to the Expiration Date will
not be deemed a revocation of the related consent and such consent
will continue to be deemed validly delivered and not validly
withdrawn. All Existing Viterra Notes previously tendered (and not
validly withdrawn) or re-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.
Except as described in this press release, and the press release
issued by the Company on September 23, 2024, all other terms of the
Exchange Offers and Consent Solicitations remain unchanged.
As of 6:00 a.m., New York City time, on October 7, 2024, 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).
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
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
$596,056,000
99.3%
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%
BLFC is making the Exchange Offers and Consent Solicitations
pursuant to the terms and subject to the conditions set forth in
the offering memorandum and consent solicitation statement dated
September 9, 2024 (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 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241007847882/en/
Media: Bunge News Bureau Bunge 636-292-3022 news@bunge.com
Investor: Ruth Ann Wisener Bunge 636-292-3014
Ruthann.wisener@bunge.com
Bunge Global (NYSE:BG)
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