WHITE PLAINS, N.Y.,
Sept. 4, 2018 /PRNewswire/
-- Bunge Limited (NYSE:BG) today announced that Bunge Limited
Finance Corp., its wholly owned finance subsidiary (the "Company"),
has commenced a cash tender offer for any and all of its 8.50%
senior notes due 2019 ("the 2019 Notes"). The tender offer is being
made on the terms and subject to the conditions set forth in the
Offer to Purchase dated September 4, 2018 and the related
letter of transmittal and notice of guaranteed delivery
(collectively, the "Offer Documents").
The tender offer will expire at 5:00
p.m., New York City time,
on September 10, 2018, unless
extended or earlier terminated as described in the Offer to
Purchase (such time and date, as they may be extended, the
"Expiration Time"). Holders of the 2019 Notes who validly tender
(and do not validly withdraw) their notes at or prior to the
Expiration Time, or who deliver to the depositary and information
agent a properly completed and duly executed notice of guaranteed
delivery in accordance with the instructions described in the Offer
Documents, will be eligible to receive in cash the Tender Offer
Consideration described below.
Notes
|
CUSIP No. /
ISIN No.
|
Principal Amount
Outstanding
|
U.S. Treasury
Reference Security
|
Bloomberg
Reference Page
|
Fixed
Spread
|
Hypothetical Notes
Consideration(1)(2)
|
8.50% Senior Notes
due 2019
|
120568AT7
US120568AT72
|
$600,000,000
|
0.875% UST due June
15, 2019
|
FIT3
|
+50 bps
|
$1,041.73
|
(1) Per $1,000
principal amount.
|
(2) Hypothetical
Tender Offer Consideration calculated on the basis of pricing for
the U.S. Treasury Reference Security as of 2:00 p.m., New York City
time, on August 31, 2018 and a Settlement Date (as defined below)
on September 11, 2018. The actual Notes Consideration payable
pursuant to the Tender Offer will be calculated and determined as
set forth in the Offer to Purchase.
|
The "Tender Offer Consideration" for each $1,000 principal amount of the 2019 Notes validly
tendered and accepted for purchase pursuant to the tender offer
will be determined in the manner described in the Offer to Purchase
by reference to a fixed spread specified for the 2019 Notes (the
"Fixed Spread") specified in the table above plus the yield based
on the bid-side price of the U.S. Treasury Reference Security
specified in the table above at 2:00
p.m., New York City time,
on September 10, 2018, unless
extended or earlier terminated.
Holders will also receive accrued and unpaid interest on the
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, which date is anticipated to be
September 11, 2018 (the "Settlement
Date").
Tendered notes may be withdrawn at any time at or prior to the
Expiration Time. The Company reserves the right to terminate,
withdraw or amend the tender offer at any time, subject to
applicable law.
The tender offer is subject to the satisfaction or waiver of
certain conditions, including receipt by the Company of proceeds
from a proposed debt financing on terms reasonably satisfactory to
the Company to finance the repurchase of the 2019 Notes. If any
2019 Notes remain outstanding after the consummation of the tender
offer, the Company expects (but is not obligated) to redeem such
notes in accordance with the terms and conditions set forth in the
related indenture.
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 D.F. King &
Co., Inc. ("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 Offer should be directed to SMBC Nikko
Securities America, Inc. at (212) 224-5328 (collect) or (888)
284-9760 (toll-free).
None of the Company, Bunge Limited, their respective boards of
directors, the dealer manager, DFK or the trustee for the notes, or
any of their respective affiliates, is making any recommendation as
to whether holders should tender any 2019 Notes in response to the
tender offer. Holders must make their own decision as to whether to
tender any of their 2019 Notes and, if so, the principal amount of
2019 Notes to tender.
This announcement is not an offer to purchase or a solicitation
of an offer to sell any securities and shall not constitute a
notice of redemption under the indenture governing the 2019 Notes.
The tender offer is being made solely by means of the Offer
Documents.
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; other factors affecting our business generally; and the
terms and timing of any potential initial public offering ("IPO")
of Bunge's sugar milling business in Brazil. 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