UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2021
BUNGE LIMITED
(Exact name of Registrant as specified in its charter)
| | | | | | | | |
| Bermuda | 001-16625 | 98-0231912 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (I.R.S. Employer
Identification Number) |
| | | | | |
| 1391 Timberlake Manor Parkway | |
| St. Louis | |
| Missouri | 63017 |
| (Address of principal executive offices) | (zip code) |
| (314) | 292-2000 |
| (Registrant’s telephone number, including area code) |
N.A. (Former name or former address, if changes since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Shares, $0.01 par value per share | | BG | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
______________________________________________________________________________________________________
Item 8.01. Other Events.
On May 7, 2021, Bunge Limited Finance Corp. (“BLFC”), a 100%-owned finance subsidiary of Bunge Limited, and Bunge Limited, as guarantor, entered into an underwriting agreement with Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and SMBC Nikko Securities America Inc, as representatives of the several underwriters (the “Underwriting Agreement”), pursuant to which BLFC agreed to issue and sell $1 billion aggregate principal amount of its 2.750% Senior Notes due 2031 (the “Senior Notes”), guaranteed by Bunge Limited (the “Offering”).
The Offering is being made pursuant to a shelf registration statement on Form S-3 dated April 26, 2019 (Registration No 333-231083) (the “Registration Statement”) filed by Bunge Limited and BLFC with the Securities and Exchange Commission. We intend to use the net proceeds from this offering for general corporate purposes, including repayment of certain short-term indebtedness.
The Underwriting Agreement has been filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the text of the Underwriting Agreement.
Bunge Limited issued a press release announcing the pricing of the Offering on May 7, 2021. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| Exhibit | Description |
| Underwriting Agreement, dated May 7, 2021, among Bunge Limited Finance Corp., Bunge Limited, Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC |
| Press Release Announcing the Pricing of the Senior Notes, dated May 7, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 10, 2021
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| | BUNGE LIMITED | |
| | | | | |
| | | | | |
| | By: | /s/ John W. Neppl | |
| | | Name: | John W. Neppl | |
| | | Title: | Executive Vice President, Chief Financial Officer | |
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