Bunge Restricted Finance Corp. Pronounces Extension of Alternate Affords By Investing.com

ST. LOUIS–(BUSINESS WIRE)–Bunge International SA (NYSE: BG) ( Bunge (NYSE:)), immediately introduced that its wholly-owned subsidiary, Bunge Restricted Finance Corp. (BLFC), has additional prolonged the expiration date of its beforehand introduced (A) gives to alternate (every an Alternate Provide and, collectively the Alternate Affords) any and all excellent 2.000% Notes due 2026 (the Present Viterra 2026 Notes), 4.900% Notes due 2027 (the Present Viterra 2027 Notes), 3.200% Notes due 2031 (the Present Viterra 2031 Notes) and 5.250% Notes due 2032 (the Present Viterra 2032 Notes, and along with the Present Viterra 2026 Notes, the Present Viterra 2027 Notes, and the Present Viterra 2031 Notes, collectively, the Present Viterra Notes), every sequence as issued by Viterra Finance B.V. (VFBV) and assured by Viterra Restricted (Viterra) and Viterra B.V., for (1) as much as $1.95 billion combination principal quantity of recent notes to be issued by BLFC and assured by Bunge (the New Bunge Notes), and (2) money; and (B) associated solicitations of consents by BLFC, on behalf of VFBV (every a Consent Solicitation and, collectively, the Consent Solicitations) from Eligible Holders (as outlined beneath) of the (1) Present Viterra 2026 Notes and the Present Viterra 2031 Notes to amend the VFBV base indenture dated April 21, 2021, governing the Present Viterra 2026 Notes and the Present Viterra 2031 Notes (the Present Viterra 2026 and 2031 Notes Indenture); and (2) Present Viterra 2027 Notes and the Present Viterra 2032 Notes to amend the VFBV base indenture dated April 21, 2022, governing the Present Viterra 2027 Notes and the Present Viterra 2032 Notes (the Present Viterra 2027 and 2032 Notes Indenture, and with the Present Viterra 2026 and 2031 Notes Indenture, every an Present Viterra Indenture and collectively, the Present Viterra Indentures). Bunge and BLFC hereby lengthen such expiration date from 5:00 p.m., New York Metropolis time, on January 2, 2025, to five:00 p.m., New York Metropolis time, on February 3, 2025, until additional prolonged (the Expiration Date).

On the early tender date and consent revocation deadline of September 20, 2024, BLFC obtained consents adequate to amend the respective Present Viterra Indentures to, amongst different issues, eradicate sure of the covenants, restrictive provisions and occasions of default and modify or amend sure different provisions, together with unconditionally releasing and discharging the ensures by every of Viterra and Viterra B.V. (with respect to the corresponding Present Viterra Indenture for that sequence and, collectively, because the context requires, the Proposed Amendments). Supplemental indentures to the Present Viterra Indentures had been executed on September 23, 2024 with the intention to impact the Proposed Amendments (every an Present Viterra Supplemental Indenture and collectively, the Present Viterra Supplemental Indentures). The Present Viterra Supplemental Indentures will develop into operative solely upon the settlement date for the Alternate Affords and the Consent Solicitations, which is anticipated to be inside two enterprise days after the Expiration Date.

Every Alternate Provide and Consent Solicitation is topic to the satisfaction of sure circumstances, together with amongst different issues, the consummation of Bunge’s pending acquisition (the Business Mixture) of Viterra. The events’ obligations to finish the Business Mixture are conditioned upon (i) the receipt of antitrust approvals and (ii) sure different customary closing circumstances. The consummation of the Business Mixture just isn’t topic to the completion of the Alternate Affords or Consent Solicitations or a financing situation.

To the extent the Business Mixture just isn’t anticipated to happen on or earlier than the Expiration Date, for any motive, BLFC anticipates additional extending the then-anticipated Expiration Date till such time that the Business Mixture could also be consummated on or earlier than the Expiration Date. BLFC will present discover of any such extension upfront of the Expiration Date.

The regulatory approval course of for the introduced Business Mixture is constant to progress. Bunge expects to obtain the remaining approvals and shut the Business Mixture within the subsequent a number of months.

Tenders of Present Viterra Notes within the Alternate Affords and associated consents validly delivered (and never validly revoked) previous to the extension of the Expiration Date stay legitimate. Tenders of Present Viterra Notes within the Alternate Affords could also be validly withdrawn at or previous to the Expiration Date. A legitimate withdrawal of tendered Present Viterra Notes previous to the Expiration Date won’t be deemed a revocation of the associated consent and such consent will proceed to be deemed validly delivered and never validly withdrawn. All Present Viterra Notes beforehand tendered (and never validly withdrawn) or re-tendered (and never validly withdrawn) in an prolonged Alternate Provide will stay topic to such Alternate Provide and could also be accepted for alternate by BLFC.

Besides as described on this press launch, the press launch issued by the Firm on September 23, 2024, the press launch issued by the Firm on October 7, 2024, and the press launch issued by the Firm on October 30, 2024, all different phrases of the Alternate Affords and Consent Solicitations stay unchanged.

As of 5:00 a.m., New York Metropolis time, on December 30, 2024, the principal quantities of Present Viterra Notes set forth within the desk beneath had been validly tendered and never validly withdrawn (and consents thereby validly delivered and never validly revoked).

BLFC is making the Alternate Affords and Consent Solicitations pursuant to the phrases and topic to the circumstances set forth within the providing memorandum and consent solicitation assertion dated September 9, 2024 (the Assertion). The Assertion and different paperwork regarding the Alternate Affords and Consent Solicitations have and can solely be distributed to holders of Present Viterra Notes who full and return a letter of eligibility certifying that they’re (i) certified institutional consumers throughout the that means of Rule 144A underneath the Securities Act of 1933, as amended (Securities Act) or (ii) not U.S. individuals and are outdoors of the USA throughout the that means of Regulation S underneath the Securities Act and who’re non-U.S. certified offerees (as outlined within the Assertion) and who usually are not situated in Canada are licensed to obtain and evaluate the Assertion (such individuals, Eligible Holders). Eligible Holders of Present Viterra Notes who want to acquire and full the letter of eligibility and acquire copies of the Assertion ought to name D.F. King & Co., Inc. (the Data & Alternate Agent) at (800) 967-5074 (toll-free) or (212) 269-5550 (accumulate for banks and brokers).

Amongst different dangers described within the Assertion, the Alternate Affords and Consent Solicitations are anticipated to end in lowered liquidity for the Present Viterra Notes that aren’t exchanged and, the Proposed Amendments will cut back safety to remaining holders of Present Viterra Notes. Eligible Holders ought to check with the Assertion for extra particulars on the dangers associated to the Alternate Affords and Consent Solicitations.

BLFC has engaged BofA Securities, Inc. and J.P. Morgan Securities LLC as Lead Vendor Managers and Solicitation Brokers, and SMBC Nikko Securities America, Inc. as Co-Vendor Supervisor and Solicitation Agent for the Alternate Affords and Consent Solicitations. Please direct questions relating to the Alternate Affords and Consent Solicitations to BofA Securities, Inc. at (888) 292-0070 (toll-free) or (980) 387-3907 (accumulate for banks and brokers) or J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-3554 (accumulate for banks and brokers).

The New Bunge Notes haven’t been registered underneath the Securities Act or any state or overseas securities legal guidelines, they usually might not be supplied or bought besides pursuant to an exemption from, or in a transaction not topic to, the registration necessities of the Securities Act and any relevant state and overseas securities legal guidelines.

About Bunge

At Bunge (NYSE: BG), our objective is to attach farmers to customers to ship important meals, feed and gasoline to the world. With greater than two centuries of expertise, unmatched world scale and deeply rooted relationships, we work to strengthen world meals safety, improve sustainability the place we function, and assist communities prosper. As a world chief in oilseed processing and a number one producer and provider of specialty plant-based oils and fat, we worth our partnerships with farmers to carry high quality merchandise from the place they’re grown to the place they’re consumed. On the identical time, we collaborate with our prospects to develop tailor-made and progressive options to satisfy evolving dietary wants and developments in each a part of the world. Our Firm has its registered workplace in Geneva, Switzerland and its company headquarters in St. Louis, Missouri. We’ve roughly 23,000 devoted workers working throughout roughly 300 services situated in additional than 40 international locations.

Cautionary Assertion Regarding Ahead-Wanting Statements

The Personal Securities Litigation Reform Act of 1995 supplies a “safe harbor” for ahead wanting statements to encourage corporations to offer potential info to traders. This press launch contains ahead wanting statements that mirror our present expectations and projections about our future outcomes, efficiency, prospects and alternatives. Ahead wanting statements embody all statements that aren’t historic in nature. We’ve tried to determine these ahead wanting statements by utilizing phrases together with “may,” “will,” “should,” “could,” “expect,” “anticipate,” “believe,” “plan,” “intend,” “estimate,” “continue” and related expressions. These forward-looking statements, which embody these associated to BLFC’s means to consummate the Alternate Affords and the Consent Solicitations, Bunge’s means to generate adequate money flows to service debt and different obligations and skill to entry capital, together with debt or fairness, and Bunge’s means to attain the advantages contemplated by the Alternate Affords and the Consent Solicitations, are topic to quite a few dangers, uncertainties and different elements that might trigger our precise outcomes, efficiency, prospects or alternatives to vary materially from these expressed in, or implied by, these forward-looking statements, that are described in our Securities and Alternate Fee filings, together with these set forth in Merchandise 1A. Threat Elements in our Annual Report on Kind 10-Okay for the yr ended December 31, 2023, filed with the SEC on February 22, 2024 and Half II ” Merchandise 1A. Threat Elements in our Quarterly Report on Kind 10-Q for the quarterly interval ended September 30, 2024, filed with the SEC on October 30, 2024.

The ahead wanting statements included on this launch are made solely as of the date of this launch, and besides as in any other case required by federal securities legislation, we should not have any obligation to publicly replace or revise any ahead wanting statements to mirror subsequent occasions or circumstances.

No Provide or Solicitation

This communication just isn’t supposed to and doesn’t represent a proposal to buy, or the solicitation of a proposal to promote, or the solicitation of tenders or consents with respect to any safety. No supply, solicitation, buy or sale can be made in any jurisdiction through which such a proposal, solicitation, or sale could be illegal previous to registration or qualification underneath the securities legal guidelines of any such jurisdiction. Within the case of the Alternate Affords and Consent Solicitations, the Alternate Affords and Consent Solicitations are being made solely pursuant to the Assertion and solely to such individuals and in such jurisdictions as is permitted underneath relevant legislation.

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Media Contact:
Bunge Information Bureau
Bunge
636-292-3022
information@bunge.com

Investor Contact:
Ruth Ann Wisener
Bunge
636-292-3014
Ruthann.wisener@bunge.com

Supply: Bunge International SA