Bunge Limited, through its subsidiary Bunge Limited Finance Corp. (BLFC), announced it has received consents from eligible holders representing 96.5% of the 2.000% Notes due 2026 and 3.200% Notes due 2031, and 97.6% of the 4.900% Notes due 2027 and 5.250% Notes due 2032. These notes, issued by Viterra Finance B.V. (VFBV) and guaranteed by Viterra Limited and Viterra B.V., are part of BLFC’s previously announced offers to exchange all outstanding notes for up to $1.95 billion in new Bunge notes, along with cash, and related consent solicitations.
Eligible holders of the notes have until October 7, 2024, to withdraw tenders. However, consents delivered in the solicitations are no longer revocable. The consents allow VFBV and Viterra to remove certain covenants and provisions from the original indentures. BLFC has received sufficient consents to release and discharge guarantees from Viterra and Viterra B.V., as outlined in the offering memorandum dated September 9, 2024.
As of September 20, 2024, substantial amounts of Viterra notes had been validly tendered. Holders who tendered notes before this date are eligible for $1,000 in new Bunge notes for each $1,000 of Viterra notes, plus a $1.00 consent payment in cash. Those tendering after the early date but before the final deadline are eligible for new notes but will not receive the consent payment.
The settlement is expected within two business days after the expiration date. If Bunge’s acquisition of Viterra is delayed, the expiration date of the exchange offers may be extended.
Eligible holders must meet certain criteria, including being qualified institutional buyers or non-U.S. persons, and can obtain the offering documents through D.F. King & Co., Inc. Lead dealer managers for the offer are BofA Securities and J.P. Morgan Securities, with SMBC Nikko as co-dealer manager. The new Bunge notes have not been registered under U.S. or foreign securities laws and can only be offered under an exemption from registration.
