Bunge Global SA

09/17/2024 | Press release | Distributed by Public on 09/17/2024 14:02

Material Event Form 8 K

Item 8.01. Other Events.

On September 17, 2024, Bunge Limited Finance Corp. ("BLFC"), a wholly-owned finance subsidiary of Bunge Global SA ("Bunge"), completed the sale and issuance of (i) $400 million aggregate principal amount of 4.100% Senior Notes due 2028 (the "2028 Notes"), (ii) $800 million aggregate principal amount of 4.200% Senior Notes due 2029 (the "2029 Notes"), and (iii) $800 million aggregate principal amount of 4.650% Senior Notes due 2034 (the "2034 Notes" and, together with the 2028 Notes and the 2029 Notes, the "Senior Notes"), guaranteed by Bunge. The Senior Notes were issued pursuant to an indenture, dated September 17, 2024 (the "Base Indenture"), by and among BLFC, Bunge and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture, dated September 17, 2024 (the "First Supplemental Indenture") by and among BLFC, Bunge and the Trustee.

The Offering was made pursuant to a shelf registration statement on Form S-3 dated September 9, 2024 (Registration No 333-282003) filed by Bunge and BLFC with the Securities and Exchange Commission. The net proceeds of the offering were approximately $1.98 billion, after deducting the underwriting discount and the estimated offering fees and expenses. The net proceeds from the Offering are expected to be used to fund a portion of the cash consideration for Bunge's proposed acquisition (the "Acquisition") of Viterra Limited ("Viterra") and to repay a portion of certain Viterra debt to be assumed in connection with the Acquisition, including, in each case, related fees and expenses, and, with any remaining amounts, for general corporate purposes.

The Base Indenture, First Supplemental Indenture and the opinions relating to the validity of the Senior Notes and the related guarantee have been filed as Exhibit 4.1, Exhibit 4.2, Exhibit 5.1 and Exhibit 5.2, respectively, to this Current Report on Form 8-K and each is incorporated herein by reference.