M&A - Bunge Global SA

Form Type: S-3ASR

Filing Date: 2025-07-10

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925066991

Filing Summary: On July 10, 2025, Bunge Global SA filed a Form S-3ASR registration statement with the SEC, indicating the resale of up to 65,611,831 registered shares by selling stockholders. These shares were issued in a private placement as part of Bunge's acquisition of Viterra Limited, completed on July 2, 2025. This acquisition involved the transfer of 100% of Viterra's outstanding equity in exchange for shares and approximately $2 billion in cash. The registered shares are considered 'restricted securities' under Rule 144 of the Securities Act. This document outlines the details of the acquisition, the rights of shareholders following the transaction, and potential risks associated with the investment.

Form Type: SCHEDULE 13D

Filing Date: 2025-07-08

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925066494

Filing Summary: On July 2, 2025, CPPIB Monroe Canada, Inc. acquired 26,244,732 Registered Shares of Bunge Global SA as a part of a Business Combination Agreement dated June 13, 2023. The acquisition involved an exchange of shares in Viterra, along with a substantial cash payment of approximately $716 million from Bunge Global SA. This acquisition represents about 13.1% of the outstanding shares of Bunge Global SA, based on the total 200,042,383 Registered Shares outstanding on that date. The Reporting Persons, which include Canada Pension Plan Investment Board and its subsidiaries, hold this investment for ordinary business purposes and have the right to influence corporate governance through board nominations based on their share ownership. There are also customary restrictions and obligations detailed in the Shareholder's Agreement signed on the Closing Date, including lock-up periods and limits on future share acquisitions. The document references several attachments outlining the agreements and rights associated with this acquisition.

Form Type: 8-K

Filing Date: 2025-07-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000199686225000163

Filing Summary: On July 7, 2025, Bunge Global SA announced the expiration and final results of its Exchange Offers concerning its wholly-owned subsidiary, Bunge Limited Finance Corp. (BLFC). The Offers related to the exchange of outstanding Viterra Notes for new notes or cash, totaling up to $1.95 billion. The Exchange Offers and related Consent Solicitations were conducted to amend debt indentures, with proposals to eliminate covenants and certain guarantees. The Business Combination with Viterra was completed on July 2, 2025, which was a necessary condition for the Exchange Offers. The expected settlement for these offers is on July 8, 2025. The document explicitly states that it is not an offer to sell or purchase any securities and includes cautionary statements regarding forward-looking projections.

Form Type: SCHEDULE 13D

Filing Date: 2025-07-07

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125025077

Filing Summary: On July 2, 2025, Danelo Limited acquired 32,806,103 Registered Shares of Bunge Global SA in exchange for its pro rata share of the issued and outstanding shares of Viterra. Danelo, an indirect wholly-owned subsidiary of Glencore plc, is now a significant shareholder, owning approximately 16.4% of Bunge's total outstanding shares based on the 200,042,383 Registered Shares that were outstanding as of that date. The acquisition was part of a Business Combination Agreement dated June 13, 2023, among Bunge, Viterra, and other parties, wherein Danelo received $895,010,954.48 in cash on the Closing Date. Following this acquisition, Danelo is entitled to nominate directors to the Issuer's Board, reflecting an active participation in the company's governance. The transaction is subject to several terms, including customary lockup obligations and standstill provisions, limiting further acquisitions beyond a specified threshold until certain conditions are met. Furthermore, Danelo has registered rights regarding the shares acquired, allowing it potential future liquidity opportunities through resale.

Form Type: 8-K

Filing Date: 2025-07-02

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925065405

Filing Summary: On July 2, 2025, Bunge Global SA completed the acquisition of all issued and outstanding shares of Viterra Limited from its Sellers. This acquisition was part of a Business Combination Agreement dated June 13, 2023. In the transaction, Bunge issued approximately 65.6 million registered shares valued at $5.3 billion and paid an additional cash consideration of about $2.0 billion. The cash payment included a withheld amount of $150 million pending final calculations post-acquisition. Following this transaction, the Sellers collectively own approximately 33% of Bunge's registered shares. On the same date, Bunge executed various agreements related to the acquisition, including Shareholder Agreements and a Registration Rights Agreement, and appointed David Mattiske as Co-Chief Operating Officer with a negotiated compensation package and benefits. The completion of these transactions was publicly announced in a press release issued on July 2, 2025.

Form Type: 8-K

Filing Date: 2025-06-30

Corporate Action: Acquisition

Type: New

Accession Number: 000199686225000160

Filing Summary: On June 30, 2025, Bunge Limited Finance Corp. (BLFC), a wholly owned subsidiary of Bunge Global SA, entered into a Term Loan Agreement to secure $2 billion in term loans, specifically intended to fund Bunge's acquisition of Viterra Limited. The agreement stipulates that the term loans are set to mature on June 1, 2028, and the proceeds will also be allocated for settling Viterra's existing debt on the acquisition's closing date, along with covering associated fees and expenses. Borrowings from this loan will incur interest rates linked to the Secured Overnight Financing Rate (SOFR) or an alternate base rate. The agreement includes various representations, warranties, and covenants, imposing restrictions on BLFC regarding incurring debts, conducting mergers, or similar actions. Bunge has guaranteed the loan obligations via a separate Guaranty. These transactions signal a strategic move by Bunge toward expanding its operations through the acquisition of another significant player in the industry.

Form Type: 8-K

Filing Date: 2025-06-16

Corporate Action: Acquisition

Type: Update

Accession Number: 000199686225000140

Filing Summary: On June 11, 2025, Bunge Global SA, through its subsidiary Bunge Limited Finance Corp. (BLFC), amended its existing unsecured $3.2 billion Revolving Credit Agreement, enabling the potential acquisition of Viterra Limited. The amendment allows for current commitments of $1.95 billion and additional commitments of $1.25 billion to be drawn upon governmental approval of the acquisition. Similarly, Bunge Finance Europe B.V. (BFE), another subsidiary, amended its European Revolving Facility Agreement, with the possibility of increased commitments from $1.75 billion to $3.5 billion contingent upon the same acquisition approval. These financial agreements demonstrate Bunge's strategy to finance its growth through the acquisition of Viterra Limited, with various lenders providing financial services to Bunge and its subsidiaries. The obligations under these agreements are guaranteed by Bunge, highlighting the integrated financial strategy across its subsidiaries.

Form Type: 8-K

Filing Date: 2025-06-13

Corporate Action: Acquisition

Type: Update

Accession Number: 000199686225000138

Filing Summary: On June 13, 2025, Bunge Global SA entered into an amendment to a previously announced Business Combination Agreement with Viterra Limited and designated sellers Glencore, CPPIB, and BCI. This amendment set the closing date for the transactions, including the acquisition, to July 2, 2025, and extended the outside date to July 3, 2025. It also included waivers for specific conditions to the closing. Additionally, required approvals for the closing of the transactions were obtained from regulatory bodies in China and Mexico, confirming the satisfaction of antitrust and foreign direct investment laws. The finalized closing of the transactions is anticipated on July 2, 2025, pending the fulfillment of remaining conditions.

Form Type: 8-K

Filing Date: 2025-06-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000199686225000136

Filing Summary: On June 12, 2025, Bunge Global SA announced through its wholly-owned subsidiary, Bunge Limited Finance Corp. (BLFC), the extension of the expiration date for its Exchange Offers and Consent Solicitations regarding existing Viterra notes. The expiration date has been moved from June 13, 2025, to July 3, 2025, and could see further extensions if the planned acquisition of Viterra is not completed by that date. The Exchange Offers include the exchange of various Viterra notes for new notes issued by BLFC and cash, contingent upon the finalization of the Business Combination with Viterra. The proposed amendments to the indentures will only take effect on the settlement date of the Exchange Offers and Consent Solicitations, which are expected to settle within two business days post-expiration.

Form Type: 8-K

Filing Date: 2025-05-02

Corporate Action: Acquisition

Type: Update

Accession Number: 000199686225000082

Filing Summary: On May 2, 2025, Bunge Global SA announced the extension of the expiration date for its Exchange Offers and Consent Solicitations related to Viterra's existing notes. The expiration is now set for June 13, 2025, as part of Bunge's acquisition of Viterra, pending the Business Combination. The Exchange Offers involve exchanging existing notes (2.000% Notes due 2026, 4.900% Notes due 2027, 3.200% Notes due 2031, and 5.250% Notes due 2032) for up to $1.95 billion of new notes guaranteed by Bunge. The proposed amendments to the indentures aim to ease certain covenants and modify provisions linked to the existing notes, conditional on the Business Combination. Settlement of these offers is expected within two business days after the new expiration date.

Form Type: 8-K

Filing Date: 2025-04-04

Corporate Action: Acquisition

Type: Update

Accession Number: 000199686225000075

Filing Summary: On April 4, 2025, Bunge Global SA announced the extension of the expiration date for its Exchange Offers and Consent Solicitations related to its wholly-owned subsidiary, Bunge Limited Finance Corp. (BLFC). The expiration date has been extended from April 7, 2025, to May 5, 2025. These offers involve the exchange of outstanding Viterra Notes and soliciting consents to amend the existing indentures governing those notes. The announcements are connected to Bunge's pending acquisition of Viterra, anticipating that the Business Combination may affect the completion of these financial actions. Further extensions to the expiration date may occur based on the timeline for consummating the acquisition. Supplemental indentures for proposed amendments were executed previously, and the completion of these offerings is contingent upon the acquisition's closure.

Form Type: ARS

Filing Date: 2025-04-04

Corporate Action: Acquisition

Type: Update

Accession Number: 000199686225000080

Filing Summary: Bunge Global SA is in the final stages of regulatory approval for its business combination with Viterra, anticipating significant benefits through enhanced operational capabilities and market reach. The acquisition, which involves a stock and cash transaction valued at approximately $5.1 billion in shares and $2.0 billion in cash, is expected to close soon. Additionally, Bunge is set to finalize the acquisition of CJ Selecta, a leading soy protein concentrate producer in Brazil, further enhancing its market presence. The company also reported substantial returns to shareholders in 2024 through stock repurchases and dividends totaling nearly $1.5 billion, alongside an ongoing commitment to sustainability initiatives, including a partnership with Repsol for lower-carbon feedstocks and expansion of its regenerative agriculture programs. Despite facing challenges in the agricultural market, Bunge demonstrates confidence in overcoming these with its strategic initiatives and continuous improvement efforts.

Form Type: DEF 14A

Filing Date: 2025-04-04

Corporate Action: Acquisition

Type: Update

Accession Number: 000199686225000078

Filing Summary: Bunge Global SA is in the final stages of regulatory approvals for its transformative acquisition of Viterra, which aims to create a leading global agribusiness company with an expanded footprint and diverse portfolio. The acquisition was overwhelmingly supported by shareholders in a prior vote, and new board members are set to join post-closure. Additionally, Bunge is also nearing completion of its acquisition of CJ Selecta, bolstering its position in Brazil's soy protein market. The company announced significant financial achievements in 2024 and is committed to returning capital to shareholders through buybacks and dividends.

Form Type: 8-K

Filing Date: 2025-03-06

Corporate Action: Acquisition

Type: Update

Accession Number: 000199686225000011

Filing Summary: On March 6, 2025, Bunge Global SA announced an extension of the expiration date for its Exchange Offers and Consent Solicitations related to existing Viterra notes. The expiration date has been moved from March 7, 2025, to April 7, 2025. This extension is linked to Bunge's pending acquisition of Viterra and aims to offer new notes up to $1.95 billion and cash in exchange for the existing Viterra notes. If the Business Combination is not completed by the new expiration date, Bunge anticipates further extending it. The exchange and consent solicitations are conditional upon the Business Combination closing. The document also mentions executed supplemental indentures to amend existing covenants in the Viterra notes.

Form Type: 8-K

Filing Date: 2025-01-31

Corporate Action: Acquisition

Type: Update

Accession Number: 000199686225000003

Filing Summary: On January 31, 2025, Bunge Global SA announced an extension for its subsidiary, Bunge Limited Finance Corp. (BLFC), regarding its Exchange Offers for various outstanding notes and related Consent Solicitations. The expiration date is extended from February 3, 2025, to March 7, 2025, potentially further extendable. This extension is related to Bunge's pending acquisition of Viterra. The Exchange Offers involve new notes and cash in exchange for existing notes issued by Viterra Finance B.V., and the solicited consents aim to amend indentures related to these notes. Supplementary amendments will only take effect upon the completion of the Exchange Offers and Consent Solicitations. The document includes forward-looking statements and a cautionary note about reliance on these projections.

Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Acquisition

Type: Update

Accession Number: 000199686224000301

Filing Summary: On December 30, 2024, Bunge Global SA announced that its wholly-owned subsidiary, Bunge Limited Finance Corp. (BLFC), has extended the expiration date for its Exchange Offers and Consent Solicitations related to its existing notes. This includes four series of Existing Viterra Notes issued by Viterra Finance B.V., which BLFC is exchanging for new notes and cash, in connection with Bunge's pending acquisition of Viterra (the Business Combination). The expiration date has been pushed from January 2, 2025, to February 3, 2025. The consent solicitations seek approval to amend existing indentures and eliminate certain covenants, with the proposed amendments becoming operative upon the settlement of the Exchange Offers. The settlement is expected to occur within two business days after the new expiration date, contingent upon the closing of the Business Combination. The document also notes that it does not constitute an offer to sell or purchase securities.