Bunge Global (NYSE: BG) sells $1.2B in new senior unsecured notes
Rhea-AI Filing Summary
Bunge Global SA announced that its wholly owned subsidiary Bunge Limited Finance Corp. completed a public offering of $1.2 billion of senior unsecured notes. The deal consists of $500 million of 4.800% Senior Notes due 2033 and $700 million of 5.150% Senior Notes due 2036, fully and unconditionally guaranteed by Bunge on a senior unsecured basis.
The company expects net proceeds of approximately $1.19 billion after underwriting discounts and fees. Bunge intends to use the cash for general corporate purposes, which may include repaying and refinancing debt, funding working capital and capital expenditures, stock repurchases and investments in subsidiaries.
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Insights
Bunge raises $1.2B in new senior notes to fund broad corporate needs.
Bunge Global SA, through Bunge Limited Finance Corp., issued $500 million of 4.800% notes due
Net proceeds are about
The notes were issued off an existing shelf registration and placed via a large underwriting syndicate, suggesting strong access to public debt markets. Future filings and financial statements will show how much is directed to deleveraging versus growth or shareholder returns.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission
File Number) |
(I.R.S. Employer Identification No.) |
| N/A | |
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(Address of registered office and principal executive offices) |
(Zip Code) |
| 1391 Timberlake Manor Parkway | 63017 |
| Chesterfield, MO | (Zip Code) |
|
(Address of corporate headquarters) |
(
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(Former name or former address, if changed 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:
| 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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 March 17, 2026, Bunge Limited Finance Corp. (“BLFC”), a wholly-owned finance subsidiary of Bunge Global SA (“Bunge”), completed the sale and issuance of (i) $500 million aggregate principal amount of 4.800% Senior Notes due 2033 and (ii) $700 million aggregate principal amount of 5.150% Senior Notes due 2036 (collectively, the “Senior Notes”), guaranteed by Bunge, pursuant to an underwriting agreement dated March 17, 2026, with SMBC Nikko Securities America, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters (the “Underwriting Agreement”).
The Senior Notes were issued pursuant to an indenture, dated September 17, 2024 (the “Base Indenture”), by and among BLFC, Bunge and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture, dated March 19, 2026 (the “Fourth Supplemental Indenture”), by and among BLFC, Bunge and the Trustee.
The Offering was made pursuant to a shelf registration statement on Form S-3 dated September 9, 2024 (Registration No 333-282003) filed by Bunge and BLFC with the Securities and Exchange Commission. The net proceeds of the offering were approximately $1.19 billion, after deducting the underwriting discount and the estimated offering fees and expenses. The net proceeds from the Offering are intended to be used for general corporate purposes. General corporate purposes may include, without limitation, the repayment and refinancing of debt, including certain short-term indebtedness, working capital, capital expenditures, stock repurchases and investments in subsidiaries.
The Underwriting Agreement, Base Indenture, Fourth Supplemental Indenture and the opinions relating to the validity of the Senior Notes and the related guarantee have been filed or incorporated by reference, as applicable, as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2, Exhibit 5.1 and Exhibit 5.2, respectively, to this Current Report on Form 8-K and each is incorporated herein by reference.
On March 17, 2026, Bunge issued a press release announcing the pricing of the offering of the Senior Notes. A copy of the press release is attached 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 |
| 1.1 | Underwriting Agreement, dated March 17, 2026, among Bunge Limited Finance Corp., Bunge Global SA, SMBC Nikko Securities America, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC |
| 4.1 | Indenture, dated September 17, 2024, by and among Bunge Limited Finance Corp., Bunge Global SA and U.S. Bank Trust Company, National Association (including the form of Senior Note) (incorporated by reference to Exhibit 4.1 to Bunge’s Current Report on Form 8-K filed September 17, 2024) |
| 4.2 | Fourth Supplemental Indenture, dated March 19, 2026, by and among Bunge Limited Finance Corp., Bunge Global SA and U.S. Bank Trust Company, National Association (including the form of Senior Note) |
| 5.1 | Opinion of Jones Day |
| 5.2 | Opinion of Homburger AG |
| 23.1 | Consent of Jones Day (included in Exhibit 5.1) |
| 23.2 | Consent of Homburger AG (included in Exhibit 5.2) |
| 99.1 | Press Release, dated March 17, 2026, announcing the pricing of the Senior Notes |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
Date: March 19, 2026
| BUNGE GLOBAL SA | ||
| By | /s/ Lisa Ware-Alexander | |
| Lisa Ware-Alexander | ||
| Secretary | ||
Exhibit 99.1
| Media Contact: | Bunge
News Bureau Bunge 636-359-0797 news@bunge.com | |
| Investor Contact: | Mark
Haden Bunge mark.haden@bunge.com |
Bunge
Global SA Announces Pricing of $1.2 Billion Senior
Notes Offering
ST. LOUIS, MO – March 17, 2026 — Bunge Global SA (NYSE: BG) (the “Company” or “Bunge”) today announced that Bunge Limited Finance Corp., its wholly owned finance subsidiary, has successfully priced a public offering of $1.2 billion aggregate principal amount, comprised of two tranches of senior unsecured notes (collectively, the “Senior Notes”), as follows:
| · | $500 million aggregate principal amount of 4.800% Senior Notes due 2033 (the “2033 Notes”); and |
| · | $700 million aggregate principal amount of 5.150% Senior Notes due 2036 (the “2036 Notes”). |
The Senior Notes will be fully and unconditionally guaranteed by Bunge Global SA on a senior unsecured basis. The offering was made pursuant to a registration statement filed with the U.S. Securities and Exchange Commission. The offering is expected to close on March 19, 2026, subject to the satisfaction of customary closing conditions.
Bunge intends to use the net proceeds from the offering of the Senior Notes for general corporate purposes. General corporate purposes may include, without limitation, the repayment and refinancing of debt, including certain short-term indebtedness, working capital, capital expenditures, stock repurchases and investments in subsidiaries.
SMBC Nikko Securities America, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Commerz Markets LLC, HSBC Securities (USA) Inc., Scotia Capital (USA) Inc. and Standard Chartered Bank are acting as joint book-running managers for the offering of the 2033 Notes. SMBC Nikko Securities America, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Natixis Securities Americas LLC and Rabo Securities USA, Inc. are acting as joint book-running managers for the offering of the 2036 Notes. Academy Securities, Inc., BBVA Securities Inc., BMO Capital Markets Corp., BofA Securities, Inc., Commonwealth Bank of Australia, Deutsche Bank Securities Inc., ING Financial Markets LLC, Mizuho Securities USA LLC, Oversea-Chinese Banking Corporation Limited, Santander US Capital Markets LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC are acting as senior co-managers for the offering of the Senior Notes. ANZ Securities, Inc., DZ Financial Markets LLC, Goldman Sachs & Co. LLC, ICBC Standard Bank Plc, Loop Capital Markets LLC, Mischler Financial Group, Inc., PNC Capital Markets LLC, RB International Markets (USA) LLC, RBC Capital Markets, LLC, SEB Securities, Inc., SG Americas Securities, LLC and Westpac Capital Markets LLC are acting as co-managers for the offering of the Senior Notes.
This offering of Senior Notes may be made only by means of the prospectus supplement and the accompanying prospectus related to the offering. Copies of the prospectus supplement and the accompanying prospectus relating to the offering can be obtained by contacting SMBC Nikko Securities America, Inc. by phone at 1-888-868-6856 or by email at prospectus@smbcnikko-si.com, Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, at 1155 Long Island Avenue, Edgewood, NY 11717, by phone at 1-800-831-9146 or by email at prospectus@citi.com, or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, at 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, these Senior Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Bunge
At Bunge (NYSE: BG), our purpose is to connect farmers to consumers to deliver essential food, feed and fuel to the world. As a premier agribusiness solutions provider, our team of ~34,000 dedicated employees partner with farmers across the globe to move agricultural commodities from where they’re grown to where they’re needed—in faster, smarter, and more efficient ways. We are a world leader in grain origination, storage, distribution, oilseed processing and refining, offering a broad portfolio of plant-based oils, fats, and proteins. We work alongside our customers at both ends of the value chain to deliver quality products and develop tailored, innovative solutions that address evolving consumer needs. With 200+ years of experience and presence in over 50 countries, we are committed to strengthening global food security, advancing sustainability, and helping communities prosper where we operate. Bunge has its registered office in Geneva, Switzerland and its corporate headquarters in St. Louis, Missouri. Learn more at Bunge.com.
Cautionary Statement Concerning Forward Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward looking statements to encourage companies to provide prospective information to investors. This press release includes forward looking statements that reflect our current expectations about the size, timing and terms of the proposed offering. Forward looking statements include all statements that are not historical in nature. 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, assumptions 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. The following factors, among others, could cause actual results to differ from these forward looking statements:
| · | our ability to complete the proposed offering on the expected timing and terms, or at all; |
| · | the impact on our employees, operations, and facilities from the war in Ukraine and the resulting economic and other sanctions imposed on Russia, including the impact on us resulting from the continuation and/or escalation of the war and sanctions against Russia; |
| · | the effect of weather conditions and the impact of crop and animal disease on our business; |
| · | the impact of global and regional economic, agricultural, financial and commodities market, political, social and health conditions; |
| · | changes in government policies and laws affecting our business, including agricultural, trade, tariff and foreign investment policies, financial markets regulation and environmental, tax and biofuels regulation; |
| · | the impact of seasonality; |
| · | the outcome of pending regulatory and legal proceedings; |
| · | our ability to complete, integrate and benefit from acquisitions, divestitures, joint ventures and strategic alliances, including without limitation Bunge’s business combination with Viterra Limited; |
| · | the impact of industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products that we sell and use in our business, fluctuations in energy and freight costs and competitive developments in our industries; |
| · | the effectiveness of our capital allocation plans, funding needs and financing sources; |
| · | the effectiveness of our risk management strategies; |
| · | operational risks, including industrial accidents, natural disasters, pandemics or epidemics, wars and cybersecurity incidents; |
| · | changes in foreign exchange policy or rates; |
| · | the impact of our dependence on third parties; |
| · | our ability to attract and retain executive management and key personnel; 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.
You should refer to "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 19, 2026, as well as other risks and uncertainties set forth from time to time in reports subsequently filed with the SEC.
FAQ
What did Bunge Global SA (BG) announce in this 8-K?
What are the key terms of Bunge Global SA’s new senior notes?
How much net cash will Bunge Global SA receive from the notes offering?
How does Bunge Global SA plan to use the senior notes proceeds?
Who issued and guarantees the new Bunge Global SA senior notes?
Filing Exhibits & Attachments
8 documentsPress Releases
