Bunge Restricted Finance Corp. Broadcasts Extension of Change Provides 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) affords to change (every an Change Supply and, collectively the Change Provides) any and all excellent 2.000% Notes due 2026 (the Current Viterra 2026 Notes), 4.900% Notes due 2027 (the Current Viterra 2027 Notes), 3.200% Notes due 2031 (the Current Viterra 2031 Notes) and 5.250% Notes due 2032 (the Current Viterra 2032 Notes, and along with the Current Viterra 2026 Notes, the Current Viterra 2027 Notes, and the Current Viterra 2031 Notes, collectively, the Current 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 mixture 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) Current Viterra 2026 Notes and the Current Viterra 2031 Notes to amend the VFBV base indenture dated April 21, 2021, governing the Current Viterra 2026 Notes and the Current Viterra 2031 Notes (the Current Viterra 2026 and 2031 Notes Indenture); and (2) Current Viterra 2027 Notes and the Current Viterra 2032 Notes to amend the VFBV base indenture dated April 21, 2022, governing the Current Viterra 2027 Notes and the Current Viterra 2032 Notes (the Current Viterra 2027 and 2032 Notes Indenture, and with the Current Viterra 2026 and 2031 Notes Indenture, every an Current Viterra Indenture and collectively, the Current 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 enough to amend the respective Current 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 Current Viterra Indenture for that sequence and, collectively, because the context requires, the Proposed Amendments). Supplemental indentures to the Current Viterra Indentures had been executed on September 23, 2024 with a purpose to impact the Proposed Amendments (every an Current Viterra Supplemental Indenture and collectively, the Current Viterra Supplemental Indentures). The Current Viterra Supplemental Indentures will change into operative solely upon the settlement date for the Change Provides and the Consent Solicitations, which is predicted to be inside two enterprise days after the Expiration Date.

Every Change Supply and Consent Solicitation is topic to the satisfaction of sure circumstances, 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 circumstances. The consummation of the Enterprise Mixture shouldn’t be topic to the completion of the Change Provides or Consent Solicitations or a financing situation.

To the extent the Enterprise Mixture shouldn’t be anticipated to happen on or earlier than the Expiration Date, for any cause, 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 prematurely of the Expiration Date.

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

Tenders of Current Viterra Notes within the Change Provides and associated consents validly delivered (and never validly revoked) previous to the extension of the Expiration Date stay legitimate. Tenders of Current Viterra Notes within the Change Provides could also be validly withdrawn at or previous to the Expiration Date. A legitimate withdrawal of tendered Current 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 Current Viterra Notes beforehand tendered (and never validly withdrawn) or re-tendered (and never validly withdrawn) in an prolonged Change Supply will stay topic to such Change Supply 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 Provides and Consent Solicitations stay unchanged.

As of 5:00 a.m., New York Metropolis time, on December 30, 2024, the principal quantities of Current 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 Provides 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 Change Provides and Consent Solicitations have and can solely be distributed to holders of Current Viterra Notes who full and return a letter of eligibility certifying that they’re (i) certified institutional patrons inside 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 america inside 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 are usually not positioned in Canada are licensed to obtain and overview the Assertion (such individuals, Eligible Holders). Eligible Holders of Current Viterra Notes who need to acquire and full the letter of eligibility and acquire 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 (gather for banks and brokers).

Amongst different dangers described within the Assertion, the Change Provides and Consent Solicitations are anticipated to lead to lowered liquidity for the Current Viterra Notes that aren’t exchanged and, the Proposed Amendments will cut back safety to remaining holders of Current Viterra Notes. Eligible Holders ought to check with the Assertion for extra particulars on the dangers associated to the Change Provides 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 Change Provides and Consent Solicitations. Please direct questions relating to the Change Provides and Consent Solicitations to BofA Securities, Inc. at (888) 292-0070 (toll-free) or (980) 387-3907 (gather for banks and brokers) or J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-3554 (gather for banks and brokers).

The New Bunge Notes haven’t been registered underneath the Securities Act or any state or international securities legal guidelines, and so they might not be provided or offered 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 international securities legal guidelines.

About Bunge

At Bunge (NYSE: BG), our goal is to attach farmers to shoppers 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, enhance 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 clients to develop tailor-made and revolutionary options to fulfill 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 got roughly 23,000 devoted workers working throughout roughly 300 services positioned in additional than 40 international locations.

Cautionary Assertion Regarding Ahead-Trying Statements

The Personal Securities Litigation Reform Act of 1995 gives a “secure harbor” for ahead wanting statements to encourage corporations to supply potential data to buyers. This press launch consists of 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 got tried to determine these ahead wanting statements by utilizing phrases together with “might,” “will,” “ought to,” “might,” “anticipate,” “anticipate,” “consider,” “plan,” “intend,” “estimate,” “proceed” and comparable expressions. These forward-looking statements, which embody these associated to BLFC’s means to consummate the Change Provides and the Consent Solicitations, Bunge’s means to generate enough money flows to service debt and different obligations and talent to entry capital, together with debt or fairness, and Bunge’s means to realize the advantages contemplated by the Change Provides and the Consent Solicitations, are topic to quite a lot of 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 Change Fee filings, together with these set forth in Merchandise 1A. Threat Components in our Annual Report on Type 10-Ok for the yr ended December 31, 2023, filed with the SEC on February 22, 2024 and Half II ” Merchandise 1A. Threat Components in our Quarterly Report on Type 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 would not have any obligation to publicly replace or revise any ahead wanting statements to mirror subsequent occasions or circumstances.

No Supply or Solicitation

This communication shouldn’t be supposed to and doesn’t represent a suggestion to buy, or the solicitation of a suggestion to promote, or the solicitation of tenders or consents with respect to any safety. No supply, solicitation, buy or sale will probably be made in any jurisdiction wherein such a suggestion, solicitation, or sale can be illegal previous to registration or qualification underneath the securities legal guidelines of any such jurisdiction. Within the case of the Change Provides and Consent Solicitations, the Change Provides 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