Bunge Global SA (NYSE: BG) (“Bunge”) announced today that its wholly owned subsidiary, Bunge Limited Finance Corp. (“BLFC”), has extended the expiration date of its previously announced exchange offers and consent solicitations for outstanding debt securities issued by Viterra Finance B.V. (“VFBV”) and guaranteed by Viterra Limited and Viterra B.V. These transactions are associated with Bunge’s pending acquisition of Viterra and are key steps in the financial restructuring process ahead of the expected merger.
The exchange offers (each, an “Exchange Offer” and, collectively, the “Exchange Offers”) pertain to the following outstanding notes issued by VFBV:
- 2.000% Notes due 2026 (“Existing Viterra 2026 Notes”)
- 4.900% Notes due 2027 (“Existing Viterra 2027 Notes”)
- 3.200% Notes due 2031 (“Existing Viterra 2031 Notes”)
- 5.250% Notes due 2032 (“Existing Viterra 2032 Notes”)
These four note series are collectively referred to as the “Existing Viterra Notes.” In exchange, BLFC is offering up to $1.95 billion in aggregate principal amount of newly issued BLFC notes guaranteed by Bunge (“New Bunge Notes”), in addition to cash consideration. Alongside the Exchange Offers, BLFC is soliciting consents (each a “Consent Solicitation” and, together, the “Consent Solicitations”) to amend the indentures governing the Existing Viterra Notes.
The expiration date for participation in the Exchange Offers and Consent Solicitations has now been extended from 5:00 p.m. (New York City time) on April 7, 2025, to 5:00 p.m. (New York City time) on May 5, 2025, unless further extended (the “Expiration Date”).
Purpose of the Exchange Offers and Consent Solicitations
The Exchange Offers and Consent Solicitations are integral to Bunge’s preparation for its acquisition of Viterra. Through these actions, Bunge and BLFC aim to simplify the capital structure and align the outstanding obligations of Viterra with Bunge’s corporate framework. The New Bunge Notes are being offered as replacements for the Existing Viterra Notes to eligible holders under applicable securities laws.
The related Consent Solicitations seek to amend the governing indentures for the notes in order to:
- Eliminate specific covenants and restrictive provisions;
- Remove certain events of default;
- Release the guarantees by Viterra Limited and Viterra B.V.
Amendments to the existing indentures—dated April 21, 2021, and April 21, 2022—were approved by a majority of noteholders on or before the early tender deadline of September 20, 2024. Subsequently, supplemental indentures (“Existing Viterra Supplemental Indentures”) were executed on September 23, 2024. These changes will only become operative upon the settlement of the Exchange Offers and Consent Solicitations, which is expected to occur within two business days following the revised Expiration Date.
Conditions and Contingencies
The Exchange Offers and Consent Solicitations are conditional upon several factors, including—but not limited to—the successful completion of Bunge’s acquisition of Viterra (the “Business Combination”). This transaction remains subject to regulatory clearance, including antitrust approvals, and other customary closing conditions.
Importantly, the completion of the Exchange Offers and Consent Solicitations is not a prerequisite for the Business Combination, and vice versa. However, if the closing of the Business Combination is not expected to occur by the Expiration Date, BLFC anticipates further extending the Exchange Offers and Consent Solicitations until a later date when the acquisition is likely to be finalized.
Bunge reports that the regulatory review process is moving forward as expected, and the company is optimistic about receiving the necessary approvals and completing the transaction in the coming months.
Validity of Previously Submitted Tenders
Noteholders who previously tendered their Existing Viterra Notes—and submitted related consents—do not need to take any further action. All such tenders and consents remain valid unless explicitly withdrawn by the holder. It is also important to note that withdrawal of tendered notes before the Expiration Date does not automatically revoke the associated consent, which will remain valid unless separately withdrawn.
As of 5:00 a.m. (New York City time) on April 4, 2025, the following principal amounts of Existing Viterra Notes had been validly tendered and not validly withdrawn. These figures reflect the ongoing participation and interest from holders in the restructuring process.
Eligibility and Access to Offering Materials
The Exchange Offers and Consent Solicitations are being conducted pursuant to the terms described in the offering memorandum and consent solicitation statement dated September 9, 2024 (the “Statement”). Only certain institutional investors—termed “Eligible Holders”—are permitted to access the Statement and related documents.
Eligible Holders are defined as those who are either:
- “Qualified institutional buyers” under Rule 144A of the Securities Act of 1933 (the “Securities Act”), or
- Non-U.S. persons outside of the United States, in accordance with Regulation S of the Securities Act, and are “non-U.S. qualified offerees” as defined in the Statement, and are not residents of Canada.
Interested Eligible Holders can obtain eligibility forms and copies of the Statement by contacting the Information & Exchange Agent, D.F. King & Co., Inc., at (800) 967-5074 (toll-free) or (212) 269-5550 (for banks and brokers).
Risk Considerations
Bunge cautions investors that participation in the Exchange Offers and Consent Solicitations carries certain risks. Among the key concerns is the anticipated reduction in market liquidity for the Existing Viterra Notes that are not exchanged. Furthermore, the proposed amendments to the indentures will reduce the protections previously available to non-participating noteholders.
These and other risks are outlined in more detail in the Statement, and holders are strongly encouraged to review the documentation thoroughly before making any decisions.
Dealer Managers and Legal Disclosures
BLFC has appointed the following financial institutions to serve as dealer managers and solicitation agents:
- Lead Dealer Managers and Solicitation Agents: BofA Securities, Inc. and J.P. Morgan Securities LLC
- Co-Dealer Manager and Solicitation Agent: SMBC Nikko Securities America, Inc.
For more information or questions regarding the Exchange Offers and Consent Solicitations, holders may contact:
- BofA Securities, Inc.: (888) 292-0070 (toll-free) or (980) 387-3907 (collect)
- J.P. Morgan Securities LLC: (866) 834-4666 (toll-free) or (212) 834-3554 (collect)
It should be noted that the New Bunge Notes have not been registered under the Securities Act or any applicable state or foreign securities laws. As such, they may not be offered or sold in the United States unless pursuant to a valid exemption from registration or in a transaction not subject to registration requirements.
All terms not specifically amended or updated in this announcement remain as previously disclosed in Bunge’s prior press releases dated September 23, 2024; October 7, 2024; October 30, 2024; December 30, 2024; January 31, 2025; and March 6, 2025.
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