8-KOther EventsExhibits & Filings

Bunge Global SA 8-K Report, Corporate Update (Jul 8, 2025)

Filed July 8, 2025For Securities:BG

Summary

Bunge Global SA (BG), through its wholly-owned subsidiary Bunge Limited Finance Corp. (BLFC), has successfully completed its previously announced exchange offers and consent solicitations. This transaction involved exchanging outstanding Viterra Finance B.V. (VFBV) notes for new notes issued by BLFC, guaranteed by Bunge, and in some cases, cash. The primary objective was to simplify Bunge's debt structure and eliminate certain covenants and restrictive provisions associated with the Viterra debt. Investors should note that a significant portion of the Viterra notes were exchanged, with BLFC issuing approximately $1.95 billion in new aggregate principal amount of notes across four maturity dates (2026, 2027, 2031, and 2032). These new Bunge notes carry the same coupon rates as the Viterra notes they replaced. While the majority of Viterra's debt has been refinanced under Bunge's structure, a small principal amount of the original Viterra notes remains outstanding, subject to their existing terms as amended. Bunge has also entered into a registration rights agreement to facilitate the future registration of these new notes.

Key Highlights

  • 1Bunge Global SA subsidiary (BLFC) completed exchange offers and consent solicitations for Viterra Finance B.V. (VFBV) notes.
  • 2Approximately $1.95 billion in aggregate principal amount of new Bunge notes were issued across maturities in 2026, 2027, 2031, and 2032.
  • 3The new Bunge notes carry identical coupon rates to the Viterra notes they replaced.
  • 4The transaction aimed to simplify Bunge's debt structure and remove certain covenants and restrictive provisions.
  • 5The consent solicitations resulted in amendments to Viterra's indentures, including the release of Viterra's guarantees.
  • 6A small principal amount of original Viterra notes remains outstanding, subject to amended terms.
  • 7A registration rights agreement was entered into to register the new Bunge notes with the SEC.

Frequently Asked Questions

The primary purpose was to simplify Bunge's debt structure by consolidating Viterra's outstanding debt under Bunge's subsidiary, Bunge Limited Finance Corp. (BLFC), and to eliminate certain covenants, restrictive provisions, and events of default associated with the original Viterra debt.

Bunge Limited Finance Corp. issued approximately $1.95 billion in aggregate principal amount of new notes, consisting of $579.76 million in 2.000% Notes due 2026, $439.73 million in 4.900% Notes due 2027, $598.59 million in 3.200% Notes due 2031, and $299.80 million in 5.250% Notes due 2032.

Yes, a small aggregate principal amount of the original Viterra notes remains outstanding, totaling $31.71 million across the various maturities. These remaining notes will continue to be obligations of Viterra Finance B.V. and will be subject to their existing terms as modified by the proposed amendments.

The new Bunge notes carry the same interest rates and maturity dates as the Viterra notes they replaced: 2.000% due 2026, 4.900% due 2027, 3.200% due 2031, and 5.250% due 2032. Interest accrues from April 21, 2025, and is payable semi-annually starting October 21, 2025.