M&A - Bunge Global SA

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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.

Document Link: View Document

Additional details:

Exchange Offer Principal Amount: up to $1.95 billion


Expiration Date: 2025-05-05


Notes Due: {"due_2026":"2.000% Notes","due_2027":"4.900% Notes","due_2031":"3.200% Notes","due_2032":"5.250% Notes"}


Existing Viterra Notes: Existing Viterra 2026 Notes, Existing Viterra 2027 Notes, Existing Viterra 2031 Notes, Existing Viterra 2032 Notes


Solicitation Type: Consent Solicitations


Business Combination: pending acquisition of Viterra


Settlement Period: within two business days after the Expiration Date


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.

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Additional details:

Registration Number: 000-56607


Share Repurchases Amount: 1.5 billion


Annual Meeting Date: 2025-05-15


Viterra Shareholder Group Shares: 65.6 million


Viterra Transaction Valuation: 5.1 billion


Cj Selecta Country: Brazil


Closing Anticipated Date: 2025


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.

Document Link: View Document

Additional details:

Record Date: 2025-03-14


Annual Meeting Date: 2025-05-15


Cash Dividend Per Share: 2.80


Share Repurchases Approved: 500 million


Shareholder Agreements: Yes


New Board Members: 4


Director Nominated By CPP Investments: Ms. Jensen, Mr. Isman


Director Nominated By Glencore: Messrs. Mahoney, Walt


Retiring Directors: Sheila Bair, Bernardo Hees, Michael Kobori


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.

Document Link: View Document

Additional details:

Expiration Date: 2025-04-07


Exchange Offers Amount: $1.95 billion


Business Combination: pending acquisition of Viterra


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.

Document Link: View Document

Additional details:

Expiration Date: 2025-03-07


Exchange Offers Details: Exchange of existing notes for new notes and cash


Business Combination: pending acquisition of Viterra


Consent Solicitations Details: Amendments to existing indentures and release of guarantees


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.

Document Link: View Document

Additional details:

Expiration Date: 2025-02-03


Exchange Offers Details: Exchange offers for Existing Viterra Notes


Consent Solicitations Details: Consent solicitations from holders of Existing Viterra Notes


Business Combination Details: Pending acquisition of Viterra


Number Of Notes Principal Amount: up to $1.95 billion


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