WHITE PLAINS, N.Y.,
Sept. 10, 2018 /PRNewswire/
-- Bunge Limited (NYSE: BG) announced today the pricing of the
previously announced cash tender offer by Bunge Limited Finance
Corp., its wholly owned finance subsidiary (the "Company"), for any
and all of its 8.50% senior notes due 2019 (the "2019 Notes"),
which expired at 5:00 p.m.,
New York City time, on
September 10, 2018 (the "Expiration
Time").
Notes
|
CUSIP No. /
ISIN No.
|
Principal Amount
Outstanding
|
U.S. Treasury
Reference
Security
|
Bloomberg
Reference Page
|
Fixed
Spread
|
Total
Consideration(1)(2)
|
8.50% Senior
Notes due
2019
|
120568AT7
US120568AT72
|
$600,000,000
|
0.875% UST
due June 15,
2019
|
FIT3
|
+50 bps
|
$1,041.55
|
(1)
|
Per $1,000
principal amount.
|
(2)
|
Total Consideration
(as defined below) calculated on the basis of pricing for the U.S.
Treasury Reference Security as of 2:00 p.m., New York City time, on
September 10, 2018.
|
The "Total Consideration" listed in the table above for each
$1,000 principal amount of 2019 Notes
validly tendered and accepted for purchase pursuant to the tender
offer was determined at 2:00 p.m.,
New York City time, on
September 10, 2018. Holders will also
receive accrued and unpaid interest on 2019 Notes validly tendered
and accepted for purchase from the June 15,
2018 interest payment date up to, but not including, the
date on which the Company makes payment for such 2019 Notes (the
"Settlement Date").
Based on information provided by D.F. King & Co., Inc. ("DF
King"), the depositary and information agent for the Tender Offer,
as of the Expiration Time, $283,499,000 aggregate principal amount of the
2019 Notes (47.25%) were validly tendered. No 2019 Notes were
tendered pursuant to guaranteed delivery procedures. The Company
expects to accept for payment all 2019 Notes validly tendered and
not validly withdrawn in the tender offer and expects to make
payment for the 2019 Notes on September 11,
2018. Pursuant to the terms of the tender offer, the 2019
Notes not tendered in the tender offer will remain outstanding.
On or about September 11, 2018,
the Company expects to deliver a redemption notice for all of its
2019 Notes that remain outstanding following settlement of the
tender offer pursuant to the terms of the indenture governing the
2019 Notes.
This announcement is for informational purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
of these securities and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offer, solicitation or
sale is unlawful. This announcement shall not constitute a notice
of redemption under the indenture governing the 2019 Notes.
The Company has engaged SMBC Nikko Securities America, Inc. to
act as dealer manager and HSBC Securities (USA) Inc. to act as co-dealer manager in
connection with the tender offer, and has appointed DF King to
serve as the depositary and information agent for the tender offer.
Copies of the Offer Documents are available via the tender offer
website at www.dfking.com/bunge or by contacting DF King in
New York via email at
bunge@dfking.com or via telephone at (212) 269-5550 (banks and
brokers) or (888) 626-0988 (all others). Questions regarding
the terms of the cash tender offer should be directed to SMBC Nikko
Securities America, Inc. at (212) 224-5328 (collect) or (888)
284-9760 (toll-free).
Website Information
We routinely post important
information for investors on our website, www.bunge.com, in the
"Investors" section. We may use this website as a means of
disclosing material, non-public information and for complying with
our disclosure obligations under Regulation FD. Accordingly,
investors should monitor the Investors section of our website, in
addition to following our press releases, SEC filings, public
conference calls, presentations and webcasts. The information
contained on, or that may be accessed through, our website is not
incorporated by reference into, and is not a part of, this
document.
About Bunge Limited
Bunge Limited (www.bunge.com,
NYSE: BG) is a leading global agribusiness and food company
operating in over 40 countries with approximately 32,000 employees.
Bunge buys, sells, stores and transports oilseeds and grains to
serve customers worldwide; processes oilseeds to make protein meal
for animal feed and edible oil products for commercial customers
and consumers; produces sugar and ethanol from sugarcane; mills
wheat, corn and rice to make ingredients used by food companies;
and sells fertilizer in South
America. Founded in 1818, the company is headquartered in
White Plains, New York.
Cautionary Statement Concerning Forward-Looking
Statements
This press release contains both historical and
forward-looking statements. All statements, other than statements
of historical fact are, or may be deemed to be, forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. These forward looking statements are not based
on historical facts, but rather reflect our current expectations
and projections about our future results, performance, prospects
and opportunities, including statements with respect to the
completion, timing and anticipated use of proceeds of the offering.
We have tried to identify these forward looking statements by
using words including "may," "will," "should," "could," "expect,"
"anticipate," "believe," "plan," "intend," "estimate," "continue"
and similar expressions. These forward looking statements are
subject to a number of risks, uncertainties and other factors that
could cause our actual results, performance, prospects or
opportunities to differ materially from those expressed in, or
implied by, these forward looking statements, including those risk
factors described in or incorporated by reference in the prospectus
supplement for the offering. The following important factors,
among others, could affect our business and financial performance:
industry conditions, including fluctuations in supply, demand and
prices for agricultural commodities and other raw materials and
products used in our business; fluctuations in energy and freight
costs and competitive developments in our industries; the effects
of weather conditions and the outbreak of crop and animal disease
on our business; global and regional agricultural, economic,
financial and commodities market, political, social and health
conditions; the outcome of pending regulatory and legal
proceedings; our ability to complete, integrate and benefit from
acquisitions, dispositions, joint ventures and strategic alliances;
our ability to achieve the efficiencies, savings and other benefits
anticipated from our cost reduction, margin improvement and other
business optimization initiatives; changes in government policies,
laws and regulations affecting our business, including agricultural
and trade policies, tax regulations and biofuels legislation;
operational risks, including industrial accidents and natural
disasters; and other factors affecting our business generally. The
forward-looking statements included in this release are made only
as of the date of this release, and except as otherwise required by
federal securities law, we do not have any obligation to publicly
update or revise any forward-looking statements to reflect
subsequent events or circumstances.
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SOURCE Bunge Limited