8-K
filed November 1, 2023, 7:59 PM ET
CIK 0001144519
other material
confidence high
sentiment neutral
materiality 0.80
BUNGELTD: M&A transaction — Bunge completes redomestication from Bermuda to Switzerland; shares trade under same symbol BG
BUNGELTD
- Redomestication effective Nov 1, 2023; Bermuda shareholders received 1 Swiss share per Bermuda share.
- Bunge Global SA (Switzerland) is successor issuer; shares trade on NYSE under symbol BG with new CUSIP H11356104.
- Directors appointed include Eliane Aleixo Lustosa de Andrade, Sheila Bair, Gregory A. Heckman, and others.
- Officers of Bunge Switzerland include Gregory A. Heckman, John Neppl, Christos Dimopoulos, Julio Garros, Joseph Podwika.
- Equity incentive plans amended to issue Swiss shares and comply with Swiss law for minimum payment and data protection.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gregory A. Heckman was appointed as other at BUNGELTD.
- Action
- appointed
Exact text from the filing
the following persons were appointed as officers of Bunge Switzerland Gregory A. Heckman, John Neppl, Christos Dimopoulus, Julio Garros and Joseph Podwika
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Carol Browner was appointed as Director at BUNGELTD.
- Action
- appointed
- Role
- Director
Exact text from the filing
Eliane Aleixo Lustosa de Andrade, Sheila Bair, Carol Browner, Gregory A. Heckman, Bernardo Hees, Michael Kobori, Monica McGurk, Kenneth Simril, Henry (Jay) Winship and Mark Zenuk were appointed as directors of Bunge Switzerland
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christos Dimopoulus was appointed as other at BUNGELTD.
- Action
- appointed
Exact text from the filing
the following persons were appointed as officers of Bunge Switzerland Gregory A. Heckman, John Neppl, Christos Dimopoulus, Julio Garros and Joseph Podwika
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Monica McGurk was appointed as Director at BUNGELTD.
- Action
- appointed
- Role
- Director
Exact text from the filing
Eliane Aleixo Lustosa de Andrade, Sheila Bair, Carol Browner, Gregory A. Heckman, Bernardo Hees, Michael Kobori, Monica McGurk, Kenneth Simril, Henry (Jay) Winship and Mark Zenuk were appointed as directors of Bunge Switzerland
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Kobori was appointed as Director at BUNGELTD.
- Action
- appointed
- Role
- Director
Exact text from the filing
Eliane Aleixo Lustosa de Andrade, Sheila Bair, Carol Browner, Gregory A. Heckman, Bernardo Hees, Michael Kobori, Monica McGurk, Kenneth Simril, Henry (Jay) Winship and Mark Zenuk were appointed as directors of Bunge Switzerland
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Eliane Aleixo Lustosa de Andrade was appointed as Director at BUNGELTD.
- Action
- appointed
- Role
- Director
Exact text from the filing
Eliane Aleixo Lustosa de Andrade, Sheila Bair, Carol Browner, Gregory A. Heckman, Bernardo Hees, Michael Kobori, Monica McGurk, Kenneth Simril, Henry (Jay) Winship and Mark Zenuk were appointed as directors of Bunge Switzerland
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sheila Bair was appointed as Director at BUNGELTD.
- Action
- appointed
- Role
- Director
Exact text from the filing
Eliane Aleixo Lustosa de Andrade, Sheila Bair, Carol Browner, Gregory A. Heckman, Bernardo Hees, Michael Kobori, Monica McGurk, Kenneth Simril, Henry (Jay) Winship and Mark Zenuk were appointed as directors of Bunge Switzerland
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bernardo Hees was appointed as Director at BUNGELTD.
- Action
- appointed
- Role
- Director
Exact text from the filing
Eliane Aleixo Lustosa de Andrade, Sheila Bair, Carol Browner, Gregory A. Heckman, Bernardo Hees, Michael Kobori, Monica McGurk, Kenneth Simril, Henry (Jay) Winship and Mark Zenuk were appointed as directors of Bunge Switzerland
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Henry (Jay) Winship was appointed as Director at BUNGELTD.
- Action
- appointed
- Role
- Director
Exact text from the filing
Eliane Aleixo Lustosa de Andrade, Sheila Bair, Carol Browner, Gregory A. Heckman, Bernardo Hees, Michael Kobori, Monica McGurk, Kenneth Simril, Henry (Jay) Winship and Mark Zenuk were appointed as directors of Bunge Switzerland
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph Podwika was appointed as other at BUNGELTD.
- Action
- appointed
Exact text from the filing
the following persons were appointed as officers of Bunge Switzerland Gregory A. Heckman, John Neppl, Christos Dimopoulus, Julio Garros and Joseph Podwika
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Zenuk was appointed as Director at BUNGELTD.
- Action
- appointed
- Role
- Director
Exact text from the filing
Eliane Aleixo Lustosa de Andrade, Sheila Bair, Carol Browner, Gregory A. Heckman, Bernardo Hees, Michael Kobori, Monica McGurk, Kenneth Simril, Henry (Jay) Winship and Mark Zenuk were appointed as directors of Bunge Switzerland
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gregory A. Heckman was appointed as Director at BUNGELTD.
- Action
- appointed
- Role
- Director
Exact text from the filing
Eliane Aleixo Lustosa de Andrade, Sheila Bair, Carol Browner, Gregory A. Heckman, Bernardo Hees, Michael Kobori, Monica McGurk, Kenneth Simril, Henry (Jay) Winship and Mark Zenuk were appointed as directors of Bunge Switzerland
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Neppl was appointed as other at BUNGELTD.
- Action
- appointed
Exact text from the filing
the following persons were appointed as officers of Bunge Switzerland Gregory A. Heckman, John Neppl, Christos Dimopoulus, Julio Garros and Joseph Podwika
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Julio Garros was appointed as other at BUNGELTD.
- Action
- appointed
Exact text from the filing
the following persons were appointed as officers of Bunge Switzerland Gregory A. Heckman, John Neppl, Christos Dimopoulus, Julio Garros and Joseph Podwika
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kenneth Simril was appointed as Director at BUNGELTD.
- Action
- appointed
- Role
- Director
Exact text from the filing
Eliane Aleixo Lustosa de Andrade, Sheila Bair, Carol Browner, Gregory A. Heckman, Bernardo Hees, Michael Kobori, Monica McGurk, Kenneth Simril, Henry (Jay) Winship and Mark Zenuk were appointed as directors of Bunge Switzerland
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
BUNGELTD: Bunge Bermuda amended and restated its Bye-laws effective October 31, 2023 (effective 2023-10-31).
- Change
- bylaw amendment
- Effective
- 2023-10-31
Exact text from the filing
Bunge Bermuda amended and restated its Bye-laws effective October 31, 2023.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
BUNGELTD underwent a change of control involving Bunge Global SA (closed 2023-11-01).
- Action
- change of control
- Counterparty
- Bunge Global SA
- Closing
- 2023-11-01
Exact text from the filing
At 12:01 a.m., Eastern Time, on November 1, 2023 (the “Effective Time”), Bunge Limited, a Bermuda company (“Bunge Bermuda”), completed the previously disclosed Bermuda Law Scheme of Arrangement (the “Scheme of Arrangement”) that effected certain transactions (the “Redomestication”) resulting in the shareholders of Bunge Bermuda becoming the holders of all of the issued and outstanding common shares of Bunge Global SA, a Swiss corporation (“Bunge Switzerland”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
BUNGELTD entered into Agreement and Plan of Merger with Horizon Merger Company Limited (effective 2023-10-31).
- Action
- entry
- Agreement
- merger
- Counterparty
- Horizon Merger Company Limited
- Effective
- 2023-10-31
Exact text from the filing
On October 31, 2023, in connection with the Redomestication, Bunge Bermuda, Horizon Merger Company Limited, a Bermuda exempted company newly formed for the purpose of merging with Bunge-Bermuda in the Redomestication (“Bunge MergerCo”), and Bunge Switzerland entered into an Agreement and Plan of Merger (the “Agreement and Plan of Merger"), pursuant to which Bunge Bermuda merged with and into Bunge MergerCo
View on SEC.gov
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