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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 9, 2024
BUNGE
GLOBAL SA
(Exact
name of registrant as specified in its charter)
Switzerland
(State or other jurisdiction
of incorporation) |
000-56607
(Commission
File Number) |
98-1743397
(I.R.S. Employer
Identification No.) |
Route de Florissant 13, 1206
Geneva, Switzerland
(Address of registered office and principal
executive offices) |
N/A
(Zip Code) |
1391
Timberlake Manor Parkway
Chesterfield,
MO
(Address of corporate headquarters) |
63017
(Zip Code) |
(314) 292-2000 |
(Registrant’s telephone number, including area code) |
|
Not Applicable |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Registered
Shares, par value $0.01 per share |
|
BG |
|
New
York Stock Exchange |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨
Emerging growth company
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
On September 9, 2024, Bunge Global SA (“Bunge”)
issued a press release announcing that, in connection with its pending acquisition (the “Acquisition”) of Viterra Limited
(“Viterra”), Bunge’s wholly-owned subsidiary, Bunge Limited Finance Corp. (“BLFC”), commenced offers to
exchange (collectively, the “Exchange Offers”) all outstanding notes of certain series (the “Existing Viterra Notes”)
issued by Viterra Finance B.V. (“VFBV”) and guaranteed by Viterra and Viterra B.V., for up to $1.95 billion aggregate principal
amount of new notes issued by BLFC and guaranteed by Bunge.
Concurrently with the Exchange Offers, BLFC is
also soliciting consents (collectively, the “Consent Solicitations”), on behalf of VFBV, to amend the respective indentures
governing the Existing Viterra Notes 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.
The Exchange Offers and Consent Solicitations are
being made pursuant to the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation
statement, dated September 9, 2024, and are conditioned, among other things, upon the consummation of the Acquisition. BLFC may waive
any such conditions at any time with respect to any of the Exchange Offers and Consent Solicitations.
A copy of the press release announcing 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.
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.
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 9, 2024 |
By: |
/s/Lisa Ware-Alexander |
|
|
Lisa Ware-Alexander |
|
|
Secretary |
Exhibit 99.1
|
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
|
Bunge Limited
Finance Corp. Commences Exchange Offers and Consent Solicitations
ST.
LOUIS – September 9, 2024 – Bunge
Global SA (NYSE: BG) (“Bunge”), today announced that in connection with its pending acquisition (the “Business Combination”)
of Viterra Limited (“Viterra”), Bunge’s wholly-owned subsidiary, Bunge Limited Finance Corp. (“BLFC”) has
commenced 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”),
each series as issued by Viterra Finance B.V. (“VFBV”) and guaranteed by Viterra and Viterra B.V., for (1) up to $1,950,000,000
aggregate principal amount of new notes to be issued by BLFC and guaranteed by Bunge (the “New Bunge Notes”), and (2) cash,
as set forth in the table below.
The following table sets forth the Exchange
Consideration, Consent Payment, Early Tender Payment and Total Exchange Consideration for Existing Viterra Notes (as defined below) for
which the New Bunge Notes are being offered:
|
|
|
|
|
|
|
|
|
Consent
Payment(1)(2) |
|
|
Exchange
Consideration(1)(2)(3) |
|
|
Early
Tender Payment (1)(2)(3) |
|
|
Total
Exchange
Consideration(1)(2)(3)(4) |
|
Title of
Series of
Existing
Viterra Notes |
|
CUSIP Number
of
Existing
Viterra Notes |
|
Maturity
Date |
|
Aggregate
Principal
Amount
Outstanding |
|
|
Cash |
|
|
New Bunge
Notes
(Principal
Amount) |
|
|
New
Bunge Notes
(Principal Amount) |
|
|
New
Bunge Notes
(Principal Amount) |
|
|
Cash |
|
2.000% Notes due 2026 |
|
144A CUSIP: 92852LAA7 Reg S CUSIP: N9354LAA9 |
|
April 21, 2026 |
|
$ |
600,000,000 |
|
|
$ |
1.00 |
|
|
$ |
970 |
|
|
$ |
30 |
|
|
$ |
1,000 |
|
|
$ |
1.00 |
|
4.900% Notes due 2027 |
|
144A CUSIP: 92852LAC3 Reg S CUSIP: N9354LAE1 |
|
April 21, 2027 |
|
$ |
450,000,000 |
|
|
$ |
1.00 |
|
|
$ |
970 |
|
|
$ |
30 |
|
|
$ |
1,000 |
|
|
$ |
1.00 |
|
3.200% Notes due 2031 |
|
144A CUSIP: 92852LAB5 Reg S CUSIP: N9354LAB7 |
|
April 21, 2031 |
|
$ |
600,000,000 |
|
|
$ |
1.00 |
|
|
$ |
970 |
|
|
$ |
30 |
|
|
$ |
1,000 |
|
|
$ |
1.00 |
|
5.250% Notes due 2032 |
|
144A CUSIP: 92852LAD1 Reg S CUSIP: N9354LAF8 |
|
April 21, 2032 |
|
$ |
300,000,000 |
|
|
$ |
1.00 |
|
|
$ |
970 |
|
|
$ |
30 |
|
|
$ |
1,000 |
|
|
$ |
1.00 |
|
(1) For
each $1,000 principal amount of Existing Viterra Notes accepted for exchange.
(2) The Consent Payment and the Early Tender Payment will be paid to Eligible Holders (as defined herein)
on the settlement date. In order to be eligible to receive the Consent Payment, Eligible Holders of Existing Viterra Notes must, at or
prior to the Early Tender Date (as defined herein), validly deliver and not validly revoke their related consents, even if such person
is no longer the beneficial owner of such Existing Viterra Notes on the Expiration Date (as defined herein).
(3) The
New Bunge Notes will accrue interest from (and including) the most recent date on which interest has been paid on the corresponding series
of Existing Viterra Notes accepted in the Exchange Offers. If, at the Early Tender Date, Majority Noteholder Consents (as defined herein)
have been received, then the Exchange Consideration for each $1,000 principal amount of Existing Viterra Notes tendered after the Early
Tender Date and not validly withdrawn at or prior to the Expiration Date will equal $1,000 principal amount of the applicable series
of the New Bunge Notes.
(4) Includes
the Consent Payment and the Early Tender Payment.
In conjunction with the Exchange Offers,
BLFC is also soliciting consents, on behalf of VFBV (each a “Consent Solicitation” and, collectively, the “Consent
Solicitations”), 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 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”).
Eligible Holders who (i) validly
tender their Existing Viterra Notes at or prior to 5:00 p.m., New York City time, on September 20, 2024, unless extended (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 applicable
Total Exchange Consideration as set forth in the table above, which includes the applicable Early Tender Payment and Consent Payment
as set forth in the table, for all such Existing Viterra Notes that are accepted.
Eligible Holders who (i) validly
tender their Existing Viterra Notes after the Early Tender Date and prior to 5:00 p.m., New York City time, on October 7, 2024,
unless extended (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 (A) $970 principal amount of the applicable series of New Bunge Notes if consents sufficient to
effect the Proposed Amendments are not received by the Early Tender Date or (B) if, at the Early Tender Date, consents sufficient
to effect the Proposed Amendments have been received, $1,000 principal amount of such series of New Bunge Notes ((i) and (ii), as
applicable, 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
the Business Combination 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.
Each New Bunge Note issued in the Exchange
Offers for a validly tendered Existing Viterra Note will have an interest rate and maturity date that is identical to the interest rate
and maturity date of the tendered Existing Viterra Note, as well as identical interest payment dates and optional redemption prices.
The New Bunge Notes will be guaranteed by Bunge and will be general unsecured senior obligations of BLFC and will rank equally in right
of payment with all of BLFC’s other unsecured senior indebtedness.
The New Bunge Notes will only be issued
in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No tender of Existing Viterra Notes will be accepted
if it results in the issuance of less than the minimum authorized denomination principal amount of New Bunge Notes. If, pursuant to the
Exchange Offers, a tendering Eligible Holder would otherwise be entitled to receive a principal amount of New Bunge Notes that is not
equal to the minimum authorized denomination or an integral multiple of $1,000 in excess thereof, such principal amount will be rounded
down to the minimum authorized denomination or the nearest integral multiple of $1,000 in excess thereof, and such Eligible Holder will
receive pursuant to the Exchange Offers this rounded principal amount of New Bunge Notes plus (a) cash equal to the principal amount
of New Bunge Notes not received as a result of rounding down, and (b) cash equal to the accrued and unpaid interest on the Existing
Viterra Notes that are validly tendered and not validly withdrawn, but are not exchanged for New Bunge Notes as a result of rounding
down.
Because each Exchange Offer and Consent
Solicitation is subject to the satisfaction of certain conditions, including among other things, the consummation of the Acquisition,
Eligible Holders of Existing Viterra Notes will not receive the Exchange Consideration or the Total Exchange Consideration, as applicable,
unless the Business Combination is consummated. 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.
Eligible Holders may not deliver a consent
in the Consent Solicitations without tendering Existing Viterra Notes in the applicable Exchange Offer. If an Eligible Holder tenders
Existing Viterra Notes in an Exchange Offer, such Eligible Holder will be deemed to deliver its consent, with respect to the principal
amount of such tendered Existing Viterra Notes, to the corresponding Proposed Amendments. Tenders of Existing Viterra Notes may be withdrawn
at any time prior to the Expiration Date; however the related consent delivered by such Eligible Holder may not be withdrawn after the
earlier of (i) 5:00 p.m., New York City time, on the Early Tender Date and (ii) the date the applicable supplemental indenture
to the applicable Existing Viterra Indenture (as defined herein) implementing the Proposed Amendments to the applicable Existing Viterra
Notes indenture is executed (the earlier of (i) and (ii), the “Consent Revocation Deadline”). An Eligible Holder that
validly tenders Existing Viterra Notes and validly delivers (and does not validly revoke) a consent prior to the Early Tender Date, but
withdraws such Existing Viterra Notes after the Early Tender Date but prior to the Expiration Date, will receive the Consent Payment,
even if such Eligible Holder is no longer the beneficial owner of such Existing Viterra Notes at the Expiration Date. BLFC may complete
the Exchange Offers even if valid consents sufficient to effect the Proposed Amendments to the applicable Existing Viterra Indenture
are not received.
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 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 this offering memorandum
and consent solicitation 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, if adopted, 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 are subject to a number of risks, uncertainties, assumptions
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. The following factors, among others, could cause actual results to differ from these
forward looking statements: the impact on our employees, operations, and facilities from the war in Ukraine and the resulting economic
and other sanctions imposed on Russia, including the impact on us resulting from the continuation and/or escalation of the war and sanctions
against Russia; the effect of weather conditions and the impact of crop and animal disease on our business; the impact of global and
regional economic, agricultural, financial and commodities market, political, social and health conditions; changes in government policies
and laws affecting our business, including agricultural and trade policies, financial markets regulation and environmental, tax and biofuels
regulation; the impact of seasonality; the impact of government policies and regulations; the outcome of pending regulatory and legal
proceedings; our ability to complete, integrate and benefit from acquisitions, divestitures, joint ventures and strategic alliances,
including without limitation Bunge’s pending business combination with Viterra Limited (“Viterra”); the impact of industry
conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products that
we sell and use in our business, fluctuations in energy and freight costs and competitive developments in our industries; the effectiveness
of our capital allocation plans, funding needs and financing sources; the effectiveness of our risk management strategies; operational
risks, including industrial accidents, natural disasters, pandemics or epidemics and cybersecurity incidents; changes in foreign exchange
policy or rates; the impact of our dependence on third parties; our ability to attract and retain executive management and key personnel;
and other factors affecting our business generally.
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.
You should refer to “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, for a more detailed discussion of these factors.
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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