09/09/2024 | Press release | Distributed by Public on 09/09/2024 07:03
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Switzerland
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98-1743397
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. employer
identification number) |
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Delaware
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26-002-1554
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. employer
identification number) |
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Netherlands
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98-0339100
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. employer
identification number) |
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| Large accelerated filer ☒ | | | Accelerated filer ☐ | | | Non-accelerated filer ☐ | | | Smaller reporting company ☐ | | |
Emerging growth company ☐
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Page
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RISK FACTORS
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| | | | 1 | | |
FORWARD LOOKING STATEMENTS
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| | | | 1 | | |
ABOUT THIS PROSPECTUS
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WHERE YOU CAN FIND MORE INFORMATION
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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ABOUT BUNGE GLOBAL SA
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ABOUT BUNGE LIMITED FINANCE CORP.
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| | | | 5 | | |
ABOUT BUNGE FINANCE EUROPE B.V.
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| | | | 5 | | |
USE OF PROCEEDS
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| | | | 5 | | |
DESCRIPTION OF SHARE CAPITAL
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| | | | 6 | | |
DESCRIPTION OF DEBT SECURITIES
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| | | | 16 | | |
BOOK ENTRY, DELIVERY AND FORM
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| | | | 19 | | |
PLAN OF DISTRIBUTION
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| | | | 22 | | |
LEGAL MATTERS
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| | | | 23 | | |
EXPERTS
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| | | | 23 | | |
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SEC registration fee
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| | | $ | * | | |
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Printing and engraving
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| | | | ** | | |
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Legal fees and expenses
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| | | | ** | | |
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Accounting fees
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| | | | ** | | |
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Total
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| | | | ** | | |
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Exhibit
Number |
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Description
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| 1.1** | | | Form of Underwriting Agreement | |
| 3.1+ | | | Articles of Association of Bunge Global SA (incorporated by reference to Exhibit 3.1 to Bunge Global SA's Form 8-K12G3 filed November 1, 2023) | |
| 3.2+ | | | Organizational Regulations of Bunge Global SA, dated as of October 31, 2023 (incorporated by reference to Exhibit 3.2 to Bunge Global SA's Form 8-K12G3filed November 1, 2023) | |
| 3.3+ | | | Certificate of Incorporation of Bunge Limited Finance Corp. (incorporated by reference to Exhibit 3.3 to Bunge Registration Statement on Form F-4 (No. 333-104975-01) filed May 5, 2003) | |
| 3.4+ | | | By-laws of Bunge Limited Finance Corp. (incorporated by reference to Exhibit 3.4 to Bunge Global SA's Registration Statement on Form F-4 (No. 333-104975-01) filed May 5, 2003) | |
| 3.5+ | | | | |
| 3.6+ | | | | |
| 4.1* | | |
Form of Indenture with respect to Senior Notes of Bunge Limited Finance Corp., guaranteed by Bunge Global SA
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| 4.2* | | |
Form of Indenture with respect to Senior Notes of Bunge Finance Europe B.V., guaranteed by Bunge Global SA
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| 4.3 | | | The instruments defining the rights of holders of the long-term debt securities of Bunge and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. Bunge hereby agrees to furnish copies of these instruments to the SEC upon request. | |
| 5.1* | | | Opinion of Homburger AG | |
| 5.2* | | | Opinion of Jones Day | |
| 5.3* | | | Opinion of Jones Day | |
| 22.1* | | |
Subsidiary Issuers of Guaranteed Securities
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| 23.1* | | | Consent of Deloitte & Touche LLP, independent registered public accounting firm of Bunge Global SA | |
| 23.2* | | |
Consent of Deloitte LLP, independent auditor of Viterra
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| 23.3* | | | Consent of Homburger AG (included in Exhibit 5.1) | |
| 23.4* | | | Consents of Jones Day (included in Exhibit 5.2 and Exhibit 5.3) | |
| 24.1* | | |
Bunge Global SA Power of Attorney
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| 24.2* | | | Bunge Limited Finance Corp. Power of Attorney (included on the signature page to this Registration Statement) | |
| 24.3* | | | Bunge Finance Europe B.V. Power of Attorney (included on the Registrant's signature page to this Registration Statement) | |
| 25.1* | | |
Statement of Eligibility of Trustee on Form T-1 for the Debt Securities of Bunge Limited Finance Corp., guaranteed by Bunge Global SA
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| 25.2* | | | Statement of Eligibility of Trustee on Form T-1 for the Debt Securities of Bunge Finance Europe B.V., guaranteed by Bunge Global SA | |
| 107* | | |
Filing Fee Table
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Signature
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Title
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Date
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*
Gregory A. Heckman
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Chief Executive Officer and Director
(Principal Executive Officer) |
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September 9, 2024
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*
John W. Neppl
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Chief Financial Officer
(Principal Financial Officer) |
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September 9, 2024
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*
J. Matt Simmons, Jr.
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Controller
(Principal Accounting Officer) |
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September 9, 2024
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*
Eliane Aleixo Lustosa de Andrade
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Director
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September 9, 2024
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*
Sheila Bair
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Director
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September 9, 2024
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*
Carol M. Browner
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Director
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September 9, 2024
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*
Bernardo Hees
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Director
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September 9, 2024
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*
Michael Kobori
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Director
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September 9, 2024
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Signature
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Title
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Date
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*
Monica McGurk
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Director
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September 9, 2024
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*
Kenneth Simril
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Director
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September 9, 2024
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*
Henry W. (Jay) Winship
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Director
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September 9, 2024
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*
Mark N. Zenuk
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Director
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September 9, 2024
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Signature
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Title
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Date
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/s/ Rajat Gupta
Rajat Gupta
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President and Director
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September 9, 2024
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/s/ John W. Neppl
John W. Neppl
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Director
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September 9, 2024
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/s/ Pratik P. Mohta
Pratik P. Mohta
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Treasurer
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September 9, 2024
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/s/ J. Matt Simmons, Jr.
J. Matt Simmons, Jr.
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Director
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September 9, 2024
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Signature
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Title
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Date
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/s/ Rajat Gupta
Rajat Gupta
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President and Director
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September 9, 2024
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/s/ J. Matt Simmons, Jr.
J. Matt Simmons, Jr.
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Director
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September 9, 2024
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/s/ John W. Neppl
John W. Neppl
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Director
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September 9, 2024
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/s/ Aaron L. Elliott
Aaron L. Elliott
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Treasurer
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September 9, 2024
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