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 14, 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 14, 2021, Bunge Limited Finance Corp. (“BLFC”), a 100%-owned finance subsidiary of Bunge Limited, completed the sale and issuance of $1 billion aggregate principal amount of 2.750% Senior Notes due 2031 (the “Senior Notes”), guaranteed by Bunge Limited. The Senior Notes were issued pursuant to an indenture, dated May 14, 2021 (the “Indenture”), by and among BLFC, Bunge Limited and U.S. Bank National Association, as trustee.
The Offering was 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. The net proceeds of the offering were approximately $990 million, after deducting the underwriting discount and the estimated offering fees and expenses. We intend to use the net proceeds from this offering for general corporate purposes, including repayment of certain short-term indebtedness.
The Indenture and the opinions relating to the validity of the Senior Notes and the related guarantee have been filed as Exhibit 4.1, Exhibit 5.1 and Exhibit 5.2, respectively, to this Current Report on Form 8-K and each is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| Exhibit | Description |
| Indenture, dated May 14, 2021, by and among Bunge Limited Finance Corp., Bunge Limited and U.S. Bank National Association (including the form of Senior Note) |
| Opinion of Conyers Dill & Pearman Limited as to the validity of the Guarantee by Bunge Limited |
| Opinion of Reed Smith LLP as to the validity of the Senior Notes of Bunge Limited Finance Corp. and the related Guarantee by Bunge Limited |
| Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1) |
| Consent of Reed Smith LLP (included in Exhibit 5.2) |
| 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 14, 2021
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| | BUNGE LIMITED | |
| | | | | |
| | | | | |
| | By: | /s/ John W. Neppl | |
| | | Name: | John W. Neppl | |
| | | Title: | Executive Vice President, Chief Financial Officer | |
| | | | | |
