Bunge Limited Finance Corp. Announces Extension of Exchange Offers
Bunge Global SA (NYSE: BG) (“Bunge”) has announced a further extension of the expiration date for its previously announced Exchange Offers and Consent Solicitations related to the outstanding Viterra Notes. The offers, initially set to expire on February 3, 2025, will now be extended to March 7, 2025, unless further changes are made.
Background on the Exchange Offers and Consent Solicitations
The Exchange Offers aim to exchange certain outstanding notes issued by Viterra Finance B.V. (“VFBV”) and guaranteed by Viterra Limited (“Viterra”) and Viterra B.V. The four categories of existing notes involved in these offers are:
- Existing Viterra 2026 Notes (2.000% Notes due 2026)
- Existing Viterra 2027 Notes (4.900% Notes due 2027)
- Existing Viterra 2031 Notes (3.200% Notes due 2031)
- Existing Viterra 2032 Notes (5.250% Notes due 2032)
In exchange for these notes, Bunge’s wholly-owned subsidiary, Bunge Limited Finance Corp. (“BLFC”), is offering eligible holders up to $1.95 billion in aggregate principal of new notes, the New Bunge Notes, which will be guaranteed by Bunge. Additionally, there is an option to receive cash in exchange for the existing notes.
Alongside the Exchange Offers, BLFC is conducting Consent Solicitations from holders of the Existing Viterra Notes to amend the existing Viterra indentures that govern these notes. The proposed amendments aim to eliminate certain restrictive covenants, provisions, and events of default and to modify other terms, including the unconditional release and discharge of the guarantees provided by Viterra and Viterra B.V. for these notes.
Initial Actions and Amendment Process
As of the early tender date on September 20, 2024, BLFC received sufficient consents from noteholders to amend the Viterra indentures. These amendments, referred to as the Proposed Amendments, were finalized with the execution of Supplemental Indentures on September 23, 2024. The Supplemental Indentures are intended to be effective only upon the settlement of the Exchange Offers and Consent Solicitations, which is expected to occur within two business days after the new Expiration Date of March 7, 2025.
Conditions for Completion
The completion of the Exchange Offers and Consent Solicitations is contingent on several conditions, including the successful consummation of Bunge’s pending acquisition of Viterra (referred to as the Business Combination). This acquisition is subject to regulatory approvals, including antitrust clearances, and other customary closing conditions. However, the completion of the Exchange Offers and Consent Solicitations is not dependent on the Business Combination or any financing condition.
If the Business Combination does not occur on or before the Expiration Date, BLFC intends to extend the Expiration Date further, if necessary, until the Business Combination is completed. In such a case, BLFC will notify holders of any further changes to the expiration timeline.
Progress of the Business Combination
The regulatory approval process for the Business Combination is ongoing, and Bunge remains optimistic about securing the remaining necessary approvals. Bunge expects the deal to close within the coming months, which will facilitate the final steps of the Exchange Offers and Consent Solicitations.
Status of Tendered Notes
Holders who have already tendered their Existing Viterra Notes and submitted related consents before the latest extension will have their submissions remain valid, and they will not need to take any further action unless they choose to withdraw their tenders. It is important to note that while existing tenders can be withdrawn before the new Expiration Date, any consent delivered alongside the tender will remain valid and unaffected by the withdrawal of the tender itself.
What Remains the Same
Except for the updated expiration date, all other terms of the Exchange Offers and Consent Solicitations remain unchanged, as outlined in previous press releases issued by Bunge on September 23, 2024, October 7, 2024, October 30, 2024, and December 30, 2024. These earlier releases covered important details about the terms and structure of the offers, including the proposed amendments to the Viterra indentures.
In summary, Bunge’s extension of the expiration date for the Exchange Offers and Consent Solicitations reflects ongoing efforts to complete its acquisition of Viterra and to finalize the exchange and amendment process. While the regulatory approval process continues, Bunge expects to close the Business Combination soon, after which the Exchange Offers and Consent Solicitations will proceed to settlement.
The new expiration date for the Exchange Offers and Consent Solicitations is now March 7, 2025, with the potential for further extensions should the Business Combination not be completed by that time. Existing tendered notes remain valid, and holders have the option to withdraw their tenders without impacting the validity of their consents.
Further updates will be provided as necessary, including any changes to the expiration timeline or other details regarding the offers and the Business Combination.
