Bunge Limited Finance Corp. Extends Exchange Offer Deadline
Bunge Global SA (NYSE: BG) (“Bunge”) announced today that its wholly-owned subsidiary, Bunge Limited Finance Corp. (“BLFC”), has further extended the expiration date for its previously announced exchange offers and related consent solicitations. Finance Corp This extension moves the deadline from 5:00 p.m. New York City time on March 7, 2025, to 5:00 p.m. New York City time on April 7, 2025, unless further extended.
Overview of the Exchange Offers and Consent Solicitations
BLFC’s exchange offers (each an “Exchange Offer” and collectively, the “Exchange Offers”) involve the exchange of any and all outstanding notes issued by Viterra Finance Corp B.V. (“VFBV”) and guaranteed by Viterra Limited (“Viterra”) and Viterra B.V. for up to $1.95 billion in new notes to be issued by BLFC and guaranteed by Bunge (the “New Bunge Notes”) as well as cash. The specific notes included in this exchange are:
- 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”)
- 5.250% Notes due 2032 (the “Existing Viterra 2032 Notes”)
Together, these are referred to as the “Existing Viterra Notes.”
As part of the exchange process, BLFC is also seeking consents from eligible holders to amend the governing indentures of these notes. These amendments aim to eliminate certain covenants, restrictive provisions, and events of default, as well as to remove the guarantees by Viterra and Viterra B.V. Finance Corp These changes were approved following sufficient consents received by the early tender deadline on September 20, 2024.
Supplemental indentures to implement the amendments were executed on September 23, 2024, but will only become effective upon settlement of the Exchange Offers and Consent Solicitations, expected to occur within two business days after the new expiration date.
Business Combination with Viterra and Regulatory Approvals
The success of the Exchange Offers and Consent Solicitations is dependent on the completion of Bunge’s pending acquisition of Viterra (the “Business Combination”). The acquisition remains subject to regulatory approval, including antitrust clearances and other customary closing conditions.
While the Exchange Offers and Consent Solicitations are not conditioned upon the completion of the Business Combination, BLFC intends to further extend Finance Corp the exchange deadline if the acquisition is not anticipated to close by April 7, 2025. Notice of any additional extensions will be provided in advance.
Regulatory approvals are progressing, and Bunge expects to receive the remaining clearances and finalize the acquisition in the coming months. Finance Corp The company remains committed to successfully integrating Viterra into its operations, further strengthening its global agribusiness footprint.
Status of Existing Notes and Withdrawal Rights
Holders of Existing Viterra Notes who have already tendered their notes do not need to take any further action. These tenders remain valid unless withdrawn before the expiration date. Finance Corp If a holder withdraws tendered notes, the related consent will remain valid unless explicitly revoked. Any notes not exchanged by the expiration date may experience reduced liquidity in the market due to the amendments that weaken protective provisions for remaining noteholders.
Unchanged Terms and Prior Announcements
Except for the revised expiration date, all other terms and conditions outlined in previous press releases—dated September 23, 2024; October 7, 2024; October 30, 2024; December 30, 2024; and January 31, 2025—remain unchanged. The offering memorandum and consent solicitation statement, originally issued on September 9, 2024, continues to govern the terms of the Exchange Offers and Consent Solicitations.
Eligibility and Risk Considerations
The Exchange Offers and Consent Solicitations are limited to holders who meet eligibility requirements. Specifically, the offering is only open to:
- “Qualified institutional buyers” under Rule 144A of the Securities Act of 1933
- Non-U.S. persons outside of the United States as defined in Regulation S of the Securities Act
- “Non-U.S. qualified offerees” (as defined in the offering memorandum) who are not located in Canada
Eligible holders who wish to participate or request further information may contact D.F. King & Co., Inc. at (800) 967-5074 (toll-free) or (212) 269-5550 (for banks and brokers).
Investors should also be aware of certain risks associated with the Exchange Offers. As noted in the offering memorandum, the amendments to the indentures could reduce protections for holders of any remaining Existing Viterra Notes, making them less attractive to investors. Additionally, there is no guarantee that the Business Combination will be completed on schedule, which could lead to further extensions or modifications of the Exchange Offers.
Dealer Managers and Solicitation Agents
BLFC has appointed BofA Securities, Inc. and J.P. Morgan Securities LLC as Lead Dealer Managers and Solicitation Agents, with SMBC Nikko Securities America, Inc. serving as Co-Dealer Manager and Solicitation Agent. Investors with questions regarding the Exchange Offers and Consent Solicitations may contact:
- BofA Securities, Inc.: (888) 292-0070 (toll-free) or (980) 387-3907 (for banks and brokers)
- J.P. Morgan Securities LLC: (866) 834-4666 (toll-free) or (212) 834-3554 (for banks and brokers)
Regulatory Disclaimer
The New Bunge Notes have not been registered under the Securities Act or any state or foreign securities laws. They may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of these laws.
