Bunge Limited filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01 Other Events.
Results of Early Participation in Exchange Offers and Consent Solicitations
On September 23, 2024, Bunge Global SA (“Bunge”) and Bunge Limited Finance Corp. (“BLFC”) announced the early participation results of their previously announced (i) offers to exchange (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 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 issued by BLFC and guaranteed by Bunge and (2) cash; and (ii) solicitations of consent (collectively, the “Consent Solicitations”), on behalf of VFBV, from eligible holders of the (i) 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 (ii) 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”), 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”).
As of 5:00 p.m., New York City time, on September 20, 2024 (the “Early Tender Date”), BLFC has received consents from holders representing (i) 96.5% in principal amount of the Existing Viterra 2026 Notes and Existing Viterra 2031 Notes, voting as one class; and (ii) 97.6% in principal amount of the Existing Viterra 2027 Notes and Existing Viterra 2032 Notes, voting as one class. In accordance with the terms of the Existing Viterra Indentures and the confidential offering memorandum and consent solicitation statement, dated September 9, 2024, 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.
On September 23, 2024, VFBV, Viterra and Viterra B.V. executed (i) a Supplemental Indenture to the Existing Viterra 2026 and 2031 Notes Indenture (the “Existing Viterra 2026 and 2031 Notes Supplemental Indenture”); and (ii) a Supplemental Indenture to the Existing Viterra 2027 and 2032 Notes Indenture (collectively, with the Existing Viterra 2026 and 2031 Notes Supplemental Indenture, each an “Existing Viterra Supplemental Indenture” and collectively, the “Existing Viterra Supplemental Indentures”) in order to effect the Proposed Amendments. 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 of the Exchange Offers of 5:00 p.m., New York City time, on October 7, 2024 (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.
A copy of the press release announcing the early participation results of the Exchange Offers and Consent Solicitations is attached hereto as Exhibit 99.1, and the information contained therein is incorporated herein by reference.
This Form 8-K is not intended to and does not constitute an offer to sell or purchase, or the solicitation of an offer to sell or purchase, or the solicitation of any vote of approval 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.
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Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are not based on historical facts, but rather reflect our current expectations and projections about our future results, performance, prospects and opportunities. 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 ("SEC") filings, including those set forth in the Risk Factors section and under the heading "Cautionary Statement Regarding Forward Looking Statements" in our most recently filed Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which we filed on February 22, 2024 and in our most recently filed Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, which we filed on August 1, 2024. You are cautioned not to place undue reliance on Bunge’s forward-looking statements. The forward-looking statements included in this Current Report on Form 8-K are made only as of the date of this Current Report on Form 8-K, 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.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of Bunge, dated September 23, 2024, related to the Exchange Offers and Consent Solicitations | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BUNGE GLOBAL SA | ||
| Date: September 23, 2024 | By: | /s/ Lisa Ware-Alexander |
| Lisa Ware-Alexander | ||
| Secretary | ||