Bunge Announces Exchange Offer for Viterra Securities in Preparation for Acquisition

Bunge Global SA announced an exchange offer for notes issued by Viterra Limited as part of its pending acquisition of the company. Bunge’s wholly-owned subsidiary, Bunge Limited Finance Corp., has commenced the exchange offers to acquire all of Viterra Finance BV’s outstanding notes maturing between 2026 and 2032. The exchange offers are to replace the old notes with new notes issued by BLFC, guaranteed by Bunge itself, plus a cash consideration.

These exchange offers are accompanied by consent solicitations to modify the terms of the existing Viterra notes indentures. The proposed changes would eliminate certain covenants and safeguards, which could reduce the protection of the remaining holders of the notes that are not exchanged.

Investors who tender their notes prior to the September 20, 2024 early participation deadline will be entitled to receive full consideration that includes an additional consent payment. Investors who tender after that date but before October 7 may receive a lesser amount of new Bunge notes, contingent upon receipt of sufficient consents to the proposed amendments.

The exchange process is conditional upon the completion of Bunge’s acquisition of Viterra, which is subject to antitrust approval and other customary closing conditions. The new notes are expected to settle after the expiration date, which is scheduled for October 7, unless extended by Bunge if the acquisition has not been completed by that date.

The offering, which is intended only for qualified institutional investors and those outside the U.S., could result in reduced liquidity for Viterra notes that are not exchanged. In addition, if the amendments are approved, there will be reduced protections for holders of the notes that are not exchanged.

BLFC is supported by Bank of America Securities and JP Morgan Securities as lead managers for the offering and consents. These financial instruments have not been registered under U.S. securities laws, which limits their offering to qualified investors.