Bunge Limited Finance Corp. Announces Extension of Exchange Offers

Rhea-AI Summary

Bunge Global SA (NYSE: BG) announced that its subsidiary, Bunge Finance Corp. (BLFC), has extended the expiration date of its exchange offers for Viterra Finance B.V.'s notes to February 3, 2025. The exchange offers cover up to $1.95 billion aggregate principal amount of notes with varying interest rates due in 2026, 2027, 2031, and 2032.

The exchange offers are contingent on Bunge's pending acquisition of Viterra, which is expected to close in the next several months pending remaining regulatory approvals. As of December 30, 2024, high participation rates were recorded with 95.8% to 99.3% of existing notes tendered across different series.

Positive

• High participation rates in exchange offers (95.8-99.3% across different note series)
• Progress in regulatory approval process for Viterra acquisition

Negative

• Extended deadline suggests potential delays in closing Viterra acquisition
• Exchange offers may result in reduced liquidity for unexchanged notes

Insights

Fixed Income Analyst

<p>This exchange offer extension for Viterra's notes is a critical component of Bunge's <money>$1.95 billion</money> debt restructuring strategy following the Viterra acquisition. The high tender rates (<percent>95.8%</percent> to <percent>99.3%</percent>) across all note series indicate strong bondholder support for the exchange. The extension to February 3, 2025, provides additional flexibility for regulatory approvals while maintaining the existing tender commitments.</p><p>The supplemental indentures executed will significantly alter the notes' covenant structure, removing key protections and Viterra's guarantees. This transformation aligns the debt structure with Bunge's post-acquisition capital framework but could impact the remaining unexchanged notes' liquidity and credit profile.</p>

M&amp;A Specialist

<p>The extension signals continued progress in Bunge's acquisition of Viterra, though regulatory clearances are taking longer than initially anticipated. The strong bondholder participation in the exchange offers strengthens Bunge's position in executing the broader merger strategy. The automatic effectiveness of the supplemental indentures upon settlement creates a well-structured mechanism to align debt obligations with the post-merger entity.</p><p>The lack of a financing condition in the merger agreement provides important deal certainty, while the flexible extension mechanism helps manage timing risks around regulatory approvals. This thoughtful structure demonstrates sophisticated transaction planning, though the extended timeline suggests some regulatory complexity.</p>

ST. LOUIS--(BUSINESS WIRE)-- Bunge Global SA (NYSE: BG) (“Bunge”), today announced that its wholly-owned subsidiary, Bunge Limited Finance Corp. (“BLFC”), has further 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 January 2, 2025, to 5:00 p.m., New York City time, on February 3, 2025, 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, the press release issued by the Company on September 23, 2024, the press release issued by the Company on October 7, 2024, and the press release issued by the Company on October 30, 2024, all other terms of the Exchange Offers and Consent Solicitations remain unchanged.

As of 5:00 a.m., New York City time, on December 30, 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		$574,648,000		95.8%
4.900% Notes due 2027		144A CUSIP: 92852LAC3 Reg S CUSIP: N9354LAE1		4.900% Notes due 2027		$450,000,000		$437,928,000		97.3%
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 September 30, 2024, filed with the SEC on October 30, 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/20241230310122/en/

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

Source: Bunge Global SA

FAQ

What is the new expiration date for Bunge's (BG) exchange offers?

Bunge has extended the expiration date to 5:00 p.m., New York City time, on February 3, 2025.

What is the total value of notes being exchanged in Bunge's (BG) offer?

The exchange offers cover up to $1.95 billion aggregate principal amount of new notes to be issued by BLFC and guaranteed by Bunge.

What are the participation rates in Bunge's (BG) exchange offers as of December 30, 2024?

The participation rates range from 95.8% to 99.3% across different note series, with the 2031 Notes having the highest participation at 99.3%.

When does Bunge (BG) expect to complete the Viterra acquisition?

Bunge expects to receive the remaining regulatory approvals and close the Viterra acquisition in the next several months.