Bunge Global SA (BG): M&A transaction — Bunge redomesticates from Bermuda to Switzerland; shareholders receive 1:1 shares in Bunge Global SA

Bunge Global SA

Effective Nov 1, 2023, Bunge Bermuda merged into Bunge Global SA; shareholders received one Bunge Global share per Bunge Bermuda share.
Bunge Global shares listed on NYSE under ticker 'BG'; CUSIP H11356104.
Directors and executive officers of Bunge Bermuda continue in same roles at Bunge Global; committees replicated.
Approximately 65.6M shares reserved for issuance in connection with proposed Viterra Acquisition.
Bunge Global assumed guarantees of Bunge Finance senior notes; supplemental indentures executed for notes due 2025-2031.

item 2.01 item 1.01 item 2.03 item 3.02 item 5.03 item 3.03 item 5.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Bunge Global SA: Adoption of new Swiss Articles of Association and Organizational Regulations effective upon redomestication on November 1, 2023 (effective 2023-11-01).

Change: bylaw amendment
Effective: 2023-11-01

Exact text from the filing

The Company’s Swiss Articles of Association and Organizational Regulations became effective as of the completion of the Redomestication on November 1, 2023.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Bunge Global SA underwent a change of control (closed 2023-11-01).

Action: change of control
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 the issued and outstanding common shares of Bunge Global SA, a Swiss corporation (“Bunge Global”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Bunge Global SA entered into Agreement and Plan of Merger with Horizon Merger Company Limited valued at Bunge Bermuda merged with and into Bunge MergerCo, following which, Bunge Bermuda survived as a dire (effective 2023-10-31).

Action: entry
Agreement: merger
Counterparty: Horizon Merger Company Limited
Value: Bunge Bermuda merged with and into Bunge MergerCo, following which, Bunge Bermuda survived as a dire
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 Global 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, following which, Bunge Bermuda survived as a direct, wholly-owned subsidiary of Bunge Global.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Bunge Global SA amended Amendments to Credit Facilities with Bunge Limited Finance Corp. and Bunge Finance Europe B.V. valued at Bunge Global assumed all of the guarantees of Bunge Bermuda under the credit facilities of Bunge Lim (effective 2023-11-01).

Action: amendment
Agreement: credit facility
Counterparty: Bunge Limited Finance Corp. and Bunge Finance Europe B.V.
Value: Bunge Global assumed all of the guarantees of Bunge Bermuda under the credit facilities of Bunge Lim
Effective: 2023-11-01

Exact text from the filing

Pursuant to amendments previously disclosed on June 21, 2023, effective in connection with the consummation of the Redomestication, Bunge Global assumed all of the guarantees of Bunge Bermuda under the credit facilities of Bunge Limited Finance Corp. (“Bunge Finance”) and Bunge Finance Europe B.V. (“Bunge Finance Europe”), each of which became a wholly owned subsidiary of Bunge Global following the Redomestication.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Bunge Global SA entered into Supplemental Indentures with U.S. Bank Trust Company, National Association valued at Bunge Global guaranteed the obligations of Bunge Finance under its existing indentures relating to t (effective 2023-11-01).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association
Value: Bunge Global guaranteed the obligations of Bunge Finance under its existing indentures relating to t
Effective: 2023-11-01

Exact text from the filing

Effective in connection with the consummation of the Redomestication, Bunge Global also executed supplemental indentures with U.S. Bank Trust Company, National Association to guarantee the obligations of Bunge Finance under its existing indentures relating to the 1.63% Senior Notes due 2025, 3.25% Senior Notes due 2026, 3.75% Senior Notes due 2027 and 2.75% Senior Notes due 2031, respectively.

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Bunge Global SA filing history →

Source: SEC EDGAR

accession 0001104659-23-113123

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