8-KOther EventsExhibits & Filings

Bunge Global SA 8-K Report, Corporate Update (Sep 23, 2024)

Filed September 23, 2024For Securities:BG

Summary

Bunge Global SA (BG) has announced positive early participation results for its exchange offers and consent solicitations related to Viterra Finance B.V. (VFBV) notes. The company, through its subsidiary Bunge Limited Finance Corp. (BLFC), received overwhelming consent from holders to amend existing Viterra note indentures, primarily to release the guarantees from Viterra and Viterra B.V. This action is a significant step in Bunge's pending acquisition of Viterra, as it facilitates the restructuring of Viterra's debt obligations in anticipation of the business combination. The early results indicate strong support from bondholders, with over 96% and 97% of the principal amounts for different note series tendering their consent by the early tender date. This high participation rate suggests a smooth process towards the final settlement, which is expected around October 7, 2024. Bunge has indicated flexibility in extending the expiration date of these offers to align with the closing of the Viterra acquisition, ensuring a seamless integration.

Key Highlights

  • 1Bunge Global SA (BG) announced strong early participation in its exchange offers and consent solicitations for Viterra Finance B.V. (VFBV) notes.
  • 2Over 96.5% of existing Viterra 2026 and 2031 notes, and 97.6% of existing Viterra 2027 and 2032 notes, tendered consents by the early participation deadline.
  • 3The primary goal of the consent solicitations is to amend indentures to release guarantees from Viterra and Viterra B.V.
  • 4These actions are preparatory steps for Bunge's pending acquisition of Viterra.
  • 5Bunge Limited Finance Corp. (BLFC) received consents sufficient to amend the indentures and release the Viterra guarantees.
  • 6The settlement of the exchange offers and consent solicitations is expected around October 7, 2024, but may be extended to align with the Viterra acquisition closing.
  • 7The company has executed supplemental indentures to effect the proposed amendments, which will become operative upon settlement.

Frequently Asked Questions

The primary purpose is to facilitate Bunge's pending acquisition of Viterra. By obtaining consent from Viterra noteholders, Bunge aims to amend the existing Viterra debt indentures to release the guarantees provided by Viterra and Viterra B.V. This restructuring is a key step in integrating Viterra's financial obligations post-acquisition.

The early participation was very strong. By the early tender date (September 20, 2024), over 96.5% of the principal amount for the Existing Viterra 2026 and 2031 Notes, and 97.6% of the principal amount for the Existing Viterra 2027 and 2032 Notes, had tendered their consents. This high level of participation indicates strong support for the proposed changes.

Bunge Global SA anticipates extending the expiration date of these exchange offers and consent solicitations if the closing of the Viterra acquisition is not expected to occur on or before the settlement date. This ensures that the offers can be consummated concurrently with or following the acquisition.

The settlement date is expected to occur within two business days after the expiration date, which is currently set for October 7, 2024. However, as mentioned, this date may be extended depending on the timing of the Viterra acquisition.