Bunge Restricted Finance Corp. Declares Extension of Change Presents By Investing.com

ST. LOUIS–(BUSINESS WIRE)–Bunge International SA (NYSE: BG) ( Bunge (NYSE:)), in the present day introduced that its wholly-owned subsidiary, Bunge Restricted Finance Corp. (BLFC), has additional prolonged the expiration date of its beforehand introduced (A) gives to change (every an Change Provide and, collectively the Change Presents) 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 collection 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 prolong 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, except additional prolonged (the Expiration Date).

On the early tender date and consent revocation deadline of September 20, 2024, BLFC obtained consents ample to amend the respective Present Viterra Indentures to, amongst different issues, remove 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 collection and, collectively, because the context requires, the Proposed Amendments). Supplemental indentures to the Present Viterra Indentures have been executed on September 23, 2024 with a view to impact the Proposed Amendments (every an Present Viterra Supplemental Indenture and collectively, the Present Viterra Supplemental Indentures). The Present Viterra Supplemental Indentures will turn out to be operative solely upon the settlement date for the Change Presents and the Consent Solicitations, which is predicted to be inside two enterprise days after the Expiration Date.

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

To the extent the Enterprise Mixture is just not anticipated to happen on or earlier than the Expiration Date, for any purpose, BLFC anticipates additional extending the then-anticipated Expiration Date till such time that the Enterprise 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 Enterprise Mixture is continuous to progress. Bunge expects to obtain the remaining approvals and shut the Enterprise Mixture within the subsequent a number of months.

Tenders of Present Viterra Notes within the Change Presents 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 Change Presents could also be validly withdrawn at or previous to the Expiration Date. A sound withdrawal of tendered Present Viterra Notes previous to the Expiration Date is not going to 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 Change Provide will stay topic to such Change Provide and could also be accepted for change 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 Change Presents 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 Change Presents and Consent Solicitations pursuant to the phrases and topic to the situations set forth within the providing memorandum and consent solicitation assertion dated September 9, 2024 (the Assertion). The Assertion and different paperwork regarding the Change Presents 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 patrons throughout the that means of Rule 144A below 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 below the Securities Act and who’re non-U.S. certified offerees (as outlined within the Assertion) and who should not positioned in Canada are approved to obtain and overview the Assertion (such individuals, Eligible Holders). Eligible Holders of Present Viterra Notes who need to acquire and full the letter of eligibility and procure copies of the Assertion ought to name D.F. King & Co., Inc. (the Data & Change Agent) at (800) 967-5074 (toll-free) or (212) 269-5550 (accumulate for banks and brokers).

Amongst different dangers described within the Assertion, the Change Presents and Consent Solicitations are anticipated to lead to decreased liquidity for the Present Viterra Notes that aren’t exchanged and, the Proposed Amendments will scale back safety to remaining holders of Present Viterra Notes. Eligible Holders ought to consult with the Assertion for extra particulars on the dangers associated to the Change Presents and Consent Solicitations.

BLFC has engaged BofA Securities, Inc. and J.P. Morgan Securities LLC as Lead Supplier Managers and Solicitation Brokers, and SMBC Nikko Securities America, Inc. as Co-Supplier Supervisor and Solicitation Agent for the Change Presents and Consent Solicitations. Please direct questions relating to the Change Presents 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 below the Securities Act or any state or overseas securities legal guidelines, and so they might not be provided 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 function is to attach farmers to customers to ship important meals, feed and gas 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 similar time, we collaborate with our clients to develop tailor-made and modern options to fulfill evolving dietary wants and traits in each a part of the world. Our Firm has its registered workplace in Geneva, Switzerland and its company headquarters in St. Louis, Missouri. Now we have roughly 23,000 devoted workers working throughout roughly 300 services positioned in additional than 40 nations.

Cautionary Assertion Regarding Ahead-Wanting Statements

The Personal Securities Litigation Reform Act of 1995 supplies a “safe harbor” for ahead trying statements to encourage corporations to offer potential info to buyers. This press launch contains ahead trying statements that mirror our present expectations and projections about our future outcomes, efficiency, prospects and alternatives. Ahead trying statements embrace all statements that aren’t historic in nature. Now we have tried to establish these ahead trying statements by utilizing phrases together with “may,” “will,” “should,” “could,” “expect,” “anticipate,” “believe,” “plan,” “intend,” “estimate,” “continue” and comparable expressions. These forward-looking statements, which embrace these associated to BLFC’s potential to consummate the Change Presents and the Consent Solicitations, Bunge’s potential to generate ample money flows to service debt and different obligations and skill to entry capital, together with debt or fairness, and Bunge’s potential to realize the advantages contemplated by the Change Presents and the Consent Solicitations, are topic to a lot of dangers, uncertainties and different elements that would 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 Change Fee filings, together with these set forth in Merchandise 1A. Danger Components in our Annual Report on Kind 10-Ok for the 12 months ended December 31, 2023, filed with the SEC on February 22, 2024 and Half II ” Merchandise 1A. Danger Components 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 trying 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 wouldn’t have any obligation to publicly replace or revise any ahead trying statements to mirror subsequent occasions or circumstances.

No Provide or Solicitation

This communication is just not meant 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 provide, solicitation, buy or sale will likely be made in any jurisdiction during which such a proposal, solicitation, or sale can be illegal previous to registration or qualification below the securities legal guidelines of any such jurisdiction. Within the case of the Change Presents and Consent Solicitations, the Change Presents and Consent Solicitations are being made solely pursuant to the Assertion and solely to such individuals and in such jurisdictions as is permitted below 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