BG 8-K
Bunge Global SA (BG)
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 | |
|
(Address of registered office and principal executive offices) |
(Zip Code) |
| 1391 Timberlake Manor Parkway | 63017 |
| Chesterfield, MO | (Zip Code) |
|
(Address of corporate headquarters) |
(
(Registrant’s telephone number, including area code)
Not Applicable
(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:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
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 August 19, 2026, Bunge Limited Finance Corp. (“BLFC”), a wholly-owned finance subsidiary of Bunge Global SA (“Bunge”), completed the sale and issuance of $600 million aggregate principal amount of 5.000% Senior Notes due 2031 (the “Senior Notes”), guaranteed by Bunge, pursuant to an underwriting agreement dated August 17, 2026, with Wells Fargo Securities, LLC, BofA Securities, Inc., Mizuho Securities USA LLC and Rabo Securities USA, Inc., 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 Fifth Supplemental Indenture, dated August 19, 2026 (the “Fifth 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 $593.8 million, 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, Fifth 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 August 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
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: August 19, 2026
| BUNGE GLOBAL SA | ||
| By | /s/ Lisa Ware-Alexander | |
| Lisa Ware-Alexander | ||
| Secretary | ||
Exhibit 1.1
Execution Version
BUNGE LIMITED FINANCE CORP.
U.S.$600,000,000 5.000% SENIOR NOTES DUE 2031
Fully and Unconditionally Guaranteed by
BUNGE GLOBAL SA
UNDERWRITING AGREEMENT
August 17, 2026
August 17, 2026
Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020
Rabo Securities USA, Inc.
151 West 42nd Street
New York, New York 10036
As representatives of the several Underwriters listed
in Schedule I hereto (the “Representatives”)
Dear Sirs and Mesdames:
Bunge Limited Finance Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (collectively, the “Underwriters”) U.S.$600,000,000 aggregate principal amount of its 5.000% Senior Notes due 2031 (the “Securities”). The Securities will be issued pursuant to the terms of an indenture dated as of September 17, 2024 (together with any supplemental indenture pursuant to which each such series of Securities are issued, the “Indenture”), as may be amended or supplemented from time to time, to be entered into by and among the Company, Bunge Global SA, a stock corporation (Aktiengesellschaft) incorporated under Swiss law (the “Guarantor”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and will be fully and unconditionally guaranteed by the Guarantor (the “Guarantee”).
For purposes of this Underwriting Agreement (the “Agreement”):
“430B Information” means information included in a prospectus then deemed to be a part of the Registration Statement (as defined below) pursuant to Rule 430B(e) or then deemed to be a part of the Registration Statement pursuant to Rule 430B(f).
“430C Information” means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430C.
“Act” means the Securities Act of 1933, as amended.
“Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction applicable to the Guarantor or its subsidiaries from time to time concerning or relating to bribery or corruption.
“Applicable Time” means 3:35 p.m. (Eastern time) on the date of this Agreement.
“Closing Date” has the meaning defined in Section 4 hereof.
“Commission” means the U.S. Securities and Exchange Commission.
“Effective Time” of the Registration Statement relating to the Securities means the date and time as of which the Registration Statement became effective upon filing pursuant to Rule 462(e).
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“General Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being so specified in Schedule II to this Agreement.
“Issuer Free Writing Prospectus” means (a) any “issuer free writing prospectus,” as defined in Rule 433 under the Act, relating to the Securities and the Guarantee in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Act, and (b) any Limited Use Issuer Free Writing Prospectus to the extent not otherwise an “issuer free writing prospectus” as defined in Rule 433 under the Act.
“Limited Use Issuer Free Writing Prospectus” means (a) any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus, and (b) the electronic road show presented on August 17, 2026, whether or not an “issuer free writing prospectus” as defined in Rule 433 under the Act.
“Prospectus” means the Statutory Prospectus or “final prospectus supplement” that discloses the public offering price, other 430B Information and other final terms of the Securities and otherwise satisfies Section 10(a) of the Act.
“Responsible Officer” means, as to any person, any member of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Vice President of such person or any other officer of such person customarily performing functions similar to those performed by any of the above-designated officers.
“Restricted Party” means any person listed (a) in the Annex to the Executive Order (as defined below), (b) on the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC or (c) in any successor list to either of the foregoing.
“Restricted Person” means a person that is (a) listed on, owned 50% or more by, or controlled by a person listed on, any applicable Sanctions List; or (b) located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organized under the laws of a country or territory that is the target of any applicable country-wide Sanctions. For the purposes of this definition, “control” means the possession of the power to direct or cause the direction of the management or policies of a person, whether through the ability to exercise voting power, by contract or otherwise. The term “controlled” has the meaning correlative thereto.
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“Rules and Regulations” means the rules and regulations of the Commission.
“Sanctions” means any applicable economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by (a) the United States government, (b) the United Nations, (c) the European Union, (d) the United Kingdom, (e) the relevant authorities of Switzerland or (f) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the United States Department of State and His Majesty’s Treasury of the United Kingdom (together, “Sanctions Authorities”).
“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list issued by OFAC, the Consolidated List of Financial Sanctions Targets issued by His Majesty’s Treasury of the United Kingdom, or any similar applicable list issued or maintained or made public by any of the Sanctions Authorities.
“Statutory Prospectus” with reference to any particular time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time, including all 430B Information and all 430C Information with respect to the Registration Statement. For purposes of the foregoing definition, 430B Information shall be considered to be included in the Statutory Prospectus only as of the actual time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) and not retroactively.
Unless otherwise specified, a reference to a “rule” is to the indicated rule under the Act.
1. Representations and Warranties of the Company and the Guarantor. The Company and the Guarantor jointly and severally represent and warrant to and agree with each of the Underwriters that:
(a) The Company and the Guarantor have filed with the Commission registration statement No. 333-282003 on Form S-3, including a related prospectus or prospectuses, covering the registration of, among others, the Securities under the Act, which has become effective, and, to the knowledge of the Company and the Guarantor, no stop order suspending effectiveness of the registration statement is in effect, and no proceedings for such purposes are pending before or threatened by the Commission. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B.
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(b) (i) (A) At the time the Registration Statement initially became effective, (B) at the Applicable Time relating to the Securities and (C) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Guarantor by the Underwriters specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(b) hereof.
(c) (i) (A) At the time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (C) at the time any of the Company, the Guarantor or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption of Rule 163, the Guarantor was a “well known seasoned issuer” as defined in Rule 405, and the Guarantor was not and is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433; (ii) the Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405; (iii) neither the Company nor the Guarantor has received from the Commission any notice pursuant to Rule 401(g)(2) objecting to use of the automatic shelf registration statement form; and (iv) the Company and the Guarantor shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) and otherwise in accordance with Rules 456(b) and 457(r).
(d) As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time, if any, and the preliminary prospectus supplement, dated August 17, 2026, including the base prospectus dated September 9, 2024, as amended (the “Preliminary Prospectus Supplement”), and the other information, if any, stated in Schedule II to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Preliminary Prospectus Supplement, any Issuer Free Writing Prospectus or any other information stated in Schedule II to this Agreement in reliance upon and in conformity with written information furnished to the Guarantor by the Underwriters specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.
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(e) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities or until any earlier date that the Company or the Guarantor notified or notify the Underwriters as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company or the Guarantor have promptly notified or will promptly notify the Underwriters and (ii) the Company and the Guarantor have promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
(f) Each of the Company and the Guarantor has been duly formed or incorporated, as applicable, is validly existing in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to execute and deliver this Agreement, the Indenture (including the Guarantee set forth therein) and, in the case of the Company, the Securities, to perform its obligations hereunder, to own its property and to conduct its business as described in the General Disclosure Package and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole.
(g) Each significant subsidiary of the Guarantor (as such term is defined in Rule 1-02 of Regulation S-X, a “Significant Subsidiary”) has been duly incorporated, is validly existing as a company and, if applicable, is in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the General Disclosure Package and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole; all of the outstanding capital stock of the Company and the issued shares of capital stock of each Significant Subsidiary of the Guarantor have been duly and validly authorized and issued, and, in the case of the capital stock, are fully paid and non-assessable and, except as described in the General Disclosure Package and to the extent disclosed in the General Disclosure Package, are owned directly or indirectly by the Guarantor, free and clear of all liens, encumbrances, equities or claims. The Guarantor’s current subsidiaries that are Significant Subsidiaries consist of Bunge Alimentos S.A., Bunge Holdings B.V., Bunge Brasil Holdings B.V., Bunge S.A., Koninklijke Bunge B.V., Bunge North America, Inc., Bunge N.A. Holdings, Inc., Bunge Holdings North America, Inc., Bunge Corporation Ltd. and Bunge Netherlands Agri B.V.
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(h) This Agreement has been duly authorized, executed and delivered by the Company and the Guarantor.
(i) The Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and the Guarantor and, when duly executed and delivered by each of the other parties thereto, will be a valid and binding agreement of, the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
(j) The Securities have been duly authorized by the Company and, when duly executed and authenticated, issued and delivered in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
(k) The Guarantee, forming part of the Indenture, has been duly authorized by the Guarantor and, when the Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will constitute a valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
(l) The share capital of the Guarantor conforms as to legal matters in all material respects to the description thereof contained in each of the General Disclosure Package and the Prospectus.
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(m) The execution and delivery by each of the Company and the Guarantor of, and the performance by each of the Company and the Guarantor of its obligations under, this Agreement, and the Indenture and the execution and delivery by the Company of, and the performance by the Company of its obligations under, the Securities, will not contravene any provision of applicable law or the certificate of incorporation and by-laws of the Company, the articles of association or organizational regulations of the Guarantor, or other organizational documents or any agreement or other instrument binding upon the Company or the Guarantor or any of its subsidiaries that is material to the Guarantor and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company, the Guarantor or any subsidiary, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or the Guarantor or any of its subsidiaries that are material to the Guarantor and its subsidiaries taken as a whole, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by each of the Company or the Guarantor of its obligations under this Agreement and the Indenture and the Company of its obligations under the Securities, except such as have already been obtained or filings to be made in Switzerland prior to the Closing Date or as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities.
(n) Neither the Company nor the Guarantor is (i) in violation of (A) any provision of applicable law, which violation is material to the Guarantor and its subsidiaries taken as a whole, or (B) their respective certificate of incorporation or articles of association, as the case may be, organizational regulations, by-laws or other organizational documents, (ii) in breach or violation of, or default under, any agreement, indenture, mortgage, deed of trust, loan agreement or other instrument binding upon the Company or the Guarantor or any of its subsidiaries, which is material to the Guarantor and its subsidiaries taken as a whole, or (iii) in violation of any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or the Guarantor or any of its subsidiaries, which violation is material to the Guarantor and its subsidiaries taken as a whole.
(o) The consolidated financial statements of the Guarantor and the related notes thereto included and incorporated by reference in each of the General Disclosure Package and the Prospectus present fairly, in all material respects, the consolidated financial position of the Guarantor as of the dates indicated and its consolidated results of operations and cash flows for the periods specified, and such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods covered thereby; and the other financial information relating to the Guarantor and its Significant Subsidiaries included or incorporated by reference in each of the General Disclosure Package and the Prospectus has been derived from the accounting records of the Guarantor and its Significant Subsidiaries and presents fairly, in all material respects, the information shown thereby; the pro forma financial information included or incorporated by reference in each of the General Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein, the pro forma financial information included or incorporated by reference in each of the General Disclosure Package and the Prospectus comply as to form with the applicable accounting requirements of Regulation S-X under the Act and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements.
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(p) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Guarantor and its subsidiaries, taken as a whole, from that set forth in the General Disclosure Package.
(q) There are no legal or governmental proceedings pending or, to the knowledge of the Company or the Guarantor, threatened to which the Company, the Guarantor or any of its subsidiaries is a party or to which any of the properties of the Company, the Guarantor or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.
(r) Each preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.
(s) The documents incorporated by reference in the Registration Statement, when filed with the Commission, conformed or will conform, as the case may be, in all material respects with the requirements of the Exchange Act and did not and will not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(t) Neither the Company nor the Guarantor is, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus will be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.
(u) Except as described in each of the General Disclosure Package and the Prospectus, the Guarantor and its Significant Subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except in any such case for any failure to comply or violations, or failure to receive required permits, licenses or other approvals as would not, singly or in the aggregate, have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole.
(v) To the knowledge of the Guarantor, there are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, individually or in the aggregate, have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole.
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(w) The Company (i) is, to the extent applicable, in compliance with Sanctions and (ii) is not, and no director or senior officer of the Company is, any of the following: (A) a Restricted Person; (B) a person owned 50% or more or controlled by, or acting on behalf of, any Restricted Person; or (C) a person that commits, threatens or conspires to commit or support “terrorism” as defined in Executive Order No. 13224 of September 23, 2001 – Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism (the “Executive Order”).
(x) To the best knowledge of the Responsible Officers of the Guarantor, the Guarantor and its subsidiaries are, to the extent applicable, in compliance in all material respects with Sanctions.
(y) To the best of the knowledge of the Responsible Officers of the Guarantor, the Guarantor is not, and no subsidiary and no director or senior officer of the Guarantor or any subsidiary is, any of the following: (A) a Restricted Party, (B) a person owned 50% or more or controlled by or acting on behalf of, any Restricted Party; or (C) a person that commits, threatens or conspires to commit or support “terrorism” as defined in the Executive Order.
(z) The Guarantor has implemented and maintains in effect policies and procedures designed to promote compliance by the Guarantor, its subsidiaries and their respective directors, officers and employees with applicable Anti-Corruption Laws and Sanctions.
(aa) Except as described in each of the General Disclosure Package and the Prospectus, there are no contracts, agreements or understandings between the Guarantor and any person granting such person the right to require the Guarantor to file a registration statement under the Securities Act with respect to any securities of the Guarantor or to require the Guarantor to include such securities with the Securities registered pursuant to the Registration Statement.
(bb) Subsequent to the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, (i) the Guarantor and its subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction not in the ordinary course of business; (ii) the Guarantor has not purchased any of its issued and outstanding common shares, other than pursuant to a previously disclosed share repurchase authorization, nor declared, paid or otherwise made any dividend or distribution of any kind on its share capital other than ordinary and customary dividends; and (iii) there has not been any material change in the share capital, short-term debt or long-term debt of the Guarantor and its subsidiaries, except in each case as described in the General Disclosure Package and the Prospectus.
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(cc) Each of the Company, the Guarantor and the Significant Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Guarantor and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the General Disclosure Package and the Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company, the Guarantor and the Significant Subsidiaries; any real property and buildings held under lease by the Company, the Guarantor and the Significant Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company, the Guarantor and the Significant Subsidiaries, in each case except as described in the General Disclosure Package and the Prospectus.
(dd) Each of the Company, the Guarantor and the Significant Subsidiaries owns or possesses, or can acquire on reasonable terms, all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection with the business now operated by them, and none of the Company, the Guarantor or any of the Significant Subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole.
(ee) No material labor dispute with the employees of the Guarantor or any of the Significant Subsidiaries exists, or, to the knowledge of the Guarantor, is imminent, except as described in the General Disclosure Package and the Prospectus; and the Guarantor is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that could have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole.
(ff) The Guarantor and each of the Significant Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; neither the Guarantor nor any of its Significant Subsidiaries has been refused any insurance coverage sought or applied for that would be material, individually or in the aggregate, to the Guarantor and its Significant Subsidiaries; and neither the Guarantor nor any of its Significant Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole, except as described in the General Disclosure Package and the Prospectus.
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(gg) Each of the Company, the Guarantor and the Significant Subsidiaries possesses all licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and none of the Company, the Guarantor or any of its Significant Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole, except as described in the General Disclosure Package and the Prospectus.
(hh) The Guarantor and each of the Significant Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences (it being understood that any representations and warranties pursuant to this Section 1(hh) related to the operations acquired in connection with the acquisition of Viterra Limited, a private company limited by shares incorporated under the laws of Jersey, and its subsidiaries (collectively, “Viterra”), which were excluded from the Guarantor’s assessment of internal control over financial reporting for the year ended December 31, 2025, are made to the knowledge of the Guarantor).
(ii) Deloitte & Touche LLP, who have certified certain consolidated financial statements of the Guarantor, are independent public accountants with respect to the Guarantor and its subsidiaries within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants (“AICPA”) and its interpretations and rulings thereunder.
(jj) Deloitte LLP, who have certified certain consolidated financial statements of Viterra, were, to the knowledge of the Guarantor, independent certified public accountants with respect to Viterra and its subsidiaries under the “Independence Rule” of the AICPA’s Code of Professional Conduct and its interpretations and rulings thereunder as of the date of such certification of such consolidated financial statements.
2. Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company, the principal amount of the Securities set forth in Schedule I hereto opposite its name at a purchase price (the “Purchase Price”) of 99.301% of the principal amount thereof plus accrued interest, if any, from August 19, 2026 to the Closing Date (as defined in Section 4).
Each of the Company and the Guarantor hereby agree that during the period from the date hereof through and including August 19, 2026, the Company and the Guarantor will not, without the prior written consent of the Underwriters, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or the Guarantor and having a tenor of more than one year.
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3. Terms of Public Offering. The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after this Agreement has become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.
4. Payment and Delivery. The Company will deliver against payment of the Purchase Price the Securities in the form of permanent global securities (the “Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the General Disclosure Package. Payment for the Securities shall be made by the Underwriters in immediately available funds by wire transfer to an account specified by the Company drawn to the order of the Company at the office of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, NY 10017, at 9:00 A.M. (New York time) on August 19, 2026, or at such other time not later than seven full business days thereafter as the Underwriters, the Company and the Guarantor determine, such time being referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Securities. The Global Securities will be made available to Simpson Thacher & Bartlett LLP for checking prior to the Closing Date.
5. Conditions to the Underwriters’ Obligations. The obligations of each of the Underwriters are subject to the following conditions:
(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:
(i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or the Guarantor by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and
(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Guarantor and its subsidiaries, taken as a whole, from that set forth in the General Disclosure Package on the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Securities on the terms and in the manner contemplated in the General Disclosure Package.
(b) The Underwriters shall have received on the Closing Date certificates, dated the Closing Date and signed by an executive officer of each of the Company and the Guarantor, to the effect set forth in Section 5(a)(i) above and to the effect that the representations and warranties of the Company and the Guarantor contained in this Agreement are true and correct as of the Closing Date and that the Company and the Guarantor have complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.
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The officers signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.
(c) The Underwriters shall have received on the Closing Date an opinion of Homburger AG, special Swiss counsel for the Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters.
(d) The Underwriters shall have received on the Closing Date an opinion of Jones Day, special U.S. counsel for the Company and the Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters.
(e) The Underwriters shall have received on the Closing Date an opinion of Joseph Podwika, Chief Legal Officer for the Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters.
(f) The Underwriters shall have received on the Closing Date an opinion of Simpson Thacher & Bartlett LLP, counsel for the Underwriters, dated the Closing Date, with respect to this Agreement, the General Disclosure Package and the Prospectus.
Jones Day and Simpson Thacher & Bartlett LLP may state that their opinion and belief are based upon their review or participation in the preparation of the Registration Statement, the General Disclosure Package and the Prospectus and any amendments or supplements thereto and documents incorporated therein by reference and review and discussion of the contents thereof, but are without independent check or verification, except as specified.
The opinions of Homburger AG, Jones Day and Joseph Podwika, as described in Sections 5(c), (d) and (e) above, shall each be rendered to the Underwriters at the request of the Company and the Guarantor and shall so state therein.
(g) The Representatives shall have received, on each of the date hereof and the Closing Date, letters dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Representatives, from Deloitte & Touche LLP, independent public accountants for the Guarantor, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.
(h) The Representatives and their respective non-U.S. selling agents (as listed on Schedule III hereto) shall have received, on each of the date hereof and the Closing Date, letters dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Representatives, from Deloitte LLP, independent public accountants for Viterra, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus; provided that the letters delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.
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(i) The Underwriters shall have received, on each of the date hereof and the Closing Date, a certificate, dated the date hereof or the Closing Date, as the case may be, of its Chief Financial Officer with respect to certain financial data contained in the Registration Statement, the General Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance satisfactory to the Underwriters.
6. Covenants of the Company and the Guarantor. The Company and the Guarantor jointly and severally covenant with each Underwriter as follows:
(a) The Company and the Guarantor have filed or will file each Statutory Prospectus (including the Prospectus) pursuant to and in accordance with Rule 424(b). The Company and the Guarantor have complied and will comply with Rule 433.
(b) The Company or the Guarantor will promptly advise the Underwriters of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus at any time and will offer the Underwriters a reasonable opportunity to comment on any such amendment or supplement; and the Company or the Guarantor will also advise the Underwriters promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities in any jurisdiction or the institution or threatening of any proceedings for such purpose. Each of the Company and the Guarantor will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.
(c) Upon request, to furnish to the Underwriters, without charge, a signed copy of the Registration Statement (including exhibits thereto) and to furnish to the Underwriters in New York City, without charge, promptly following the date of this Agreement, as many copies of the Prospectus and any supplements and amendments thereto or to the Registration Statement as the Underwriters may reasonably request.
(d) To furnish to the Underwriters a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and the Guarantor and not to use or refer to any proposed free writing prospectus to which you reasonably object.
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(e) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
(f) If the General Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the General Disclosure Package in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the General Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if, in the reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the General Disclosure Package to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the General Disclosure Package so that the statements in the General Disclosure Package as so amended or supplemented will not, in the light of the circumstances under which they were made when delivered to a prospective purchaser, be misleading or so that the General Disclosure Package, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the General Disclosure Package, as amended or supplemented, will comply with applicable law.
(g) If, during such period after the first date of the public offering of the Securities as in the reasonable opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Guarantor) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.
(h) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request.
(i) To make generally available to the Guarantor’s shareholders and to you as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Guarantor occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.
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(j) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company and the Guarantor jointly and severally agree to pay or cause to be paid all reasonable expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s and the Guarantor’s counsel and the Guarantor’s accountants in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the General Disclosure Package, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company or the Guarantor and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456(b)(1), if applicable), all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(h) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, (v) the cost of printing certificates representing the Securities, (vi) the costs and charges of any trustee or depositary, (vii) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “road show,” if any, undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and the Guarantor, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show, and (viii) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 7 entitled “Indemnity and Contribution,” and the last paragraph of Section 9 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel and any advertising expenses connected with any offers they may make.
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(k) Each of the Company and the Guarantor represents and agrees that, unless it obtains the prior consent of each Underwriter, and each Underwriter agrees that, unless it obtains the prior consent of the Company and the Guarantor, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Guarantor and each Underwriter, including those identified on Schedule I hereto, is hereinafter referred to as a “Permitted Free Writing Prospectus.” Each of the Company and the Guarantor represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and has complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.
(l) To prepare a final term sheet relating to the offering of the Securities, containing information that describes the final terms of the Securities and any other information agreed to by the Company, the Guarantor and the Underwriters and substantially in the form attached as Exhibit A hereto, and will file such final term sheet within the period required by Rule 433(d)(5)(ii). Any such final term sheet is an Issuer Free Writing Prospectus and a Permitted Free Writing Prospectus for purposes of this Agreement. Each of the Company and the Guarantor also consents to the use by the Underwriters of a free writing prospectus that contains only (i)(x) information describing the preliminary terms of the Securities or their offering or (y) information that describes the final terms of the Securities or their offering and that is included in the final term sheet of the Company and the Guarantor contemplated in the first sentence of this subsection or (ii) other information that is not “issuer information,” as defined in Rule 433, it being understood that any such free writing prospectus referred to in clause (i) or (ii) above shall not be an Issuer Free Writing Prospectus for purposes of this Agreement.
7. Indemnity and Contribution.
(a) The Company and the Guarantor jointly and severally agree to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus, any Company or Guarantor information that the Company or Guarantor has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Guarantor in writing by such Underwriter through you expressly for use therein.
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(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor, the directors of the Company and Guarantor, the officers of the Company and Guarantor who sign the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company and the Guarantor to such Underwriter, but only with reference to information relating to such Underwriter furnished to the Guarantor in writing by such Underwriter through you expressly for use in the Registration Statement, any preliminary prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by you consists of the following information in the Prospectus furnished on behalf of each Underwriter: the information contained in the fifth and sixth paragraphs under the caption “Underwriting”.
(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 7(a) or 7(b) such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Underwriters and all persons, if any, who control the Underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, the Guarantor and their respective directors and officers who sign the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of either such Section. In the case of any such separate firm for the Underwriters and such control persons of the Underwriters, such firm shall be designated in writing by you. In the case of any such separate firm for the Company, the Guarantor and such directors, officers and control persons, such firm shall be designated in writing by the Company and the Guarantor. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.
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(d) To the extent the indemnification provided for in Section 7(a) or 7(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantor on the one hand and the Underwriters on the other hand from the offering of the Securities or (ii) if the allocation provided by clause 7(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 7(d)(i) above but also the relative fault of the Company and the Guarantor on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantor on the one hand and the Underwriters on the other hand in connection with the offering of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate public offering price of the Securities. The relative fault of the Company and the Guarantor on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantor or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the respective principal amounts of Securities they have purchased hereunder, and not joint.
(e) The Company, the Guarantor and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 7(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 7(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.
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(f) The indemnity and contribution provisions contained in this Section 7 and the representations, warranties and other statements of the Company and the Guarantor contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter, or by or on behalf of the Company or the Guarantor, its officers or directors or any person controlling the Guarantor, and (iii) acceptance of and payment for any of the Securities.
8. Termination. This Agreement shall be subject to termination by notice given by you to the Company and the Guarantor, if (a) after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Guarantor shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and (b) in the case of any of the events specified in clauses 8(a)(i) through 8(a)(iv), such event, singly or together with any other such event, makes it, in your judgment, impracticable to market the Securities on the terms and in the manner contemplated in the General Disclosure Package or the Prospectus.
9. Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to you, the Company and the Guarantor for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Guarantor. In any such case either you, the Company or the Guarantor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the General Disclosure Package, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability to the Company and the Guarantor or any non-defaulting Underwriter in respect of any default of such Underwriter under this Agreement.
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If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company or the Guarantor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any of the Company or the Guarantor shall be unable to perform its obligations under this Agreement, the Company and the Guarantor will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
10. Submission to Jurisdiction; Appointment of Agent for Service. The Guarantor irrevocably agrees that any legal suit, action or proceeding brought by any Underwriter or by any person who controls any Underwriter arising out of or relating to this Agreement or the transactions contemplated hereby may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. To the extent that the Guarantor has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property in respect of its obligations under this Agreement, the Guarantor irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement.
The Guarantor (i) irrevocably designates and appoints Corporation Service Company (CSC) from time to time located at 19 West 44th Street, Suite 200, New York, NY 10036 (together with any successor, the “Guarantor’s Authorized Agent”), as its agent upon which process may be served in any suit, action or proceeding described in the first sentence of this Section 10 and represents and warrants that the Guarantor’s Authorized Agent has accepted such designation, and (ii) agrees that service of process upon the Guarantor’s Authorized Agent and written notice of said service to the Guarantor mailed or delivered to its Secretary at its registered office at Route de Florissant 13, 1206 Geneva, Switzerland, shall be deemed in every respect effective service of process upon the Guarantor in any such suit or proceeding. The Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Guarantor’s Authorized Agent in full force and effect so long as any of the Securities shall be issued and outstanding.
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11. Entire Agreement; Arms-Length Relationship. This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Securities, represents the entire agreement between the Company, the Guarantor and the Underwriters with respect to the preparation of any preliminary prospectus, the General Disclosure Package, the Prospectus, the conduct of the offering, and the purchase and sale of the Securities.
(a) Each of the Company and the Guarantor acknowledges that, solely in connection with the offering of the Securities, any review by the Underwriters of the Company, the Guarantor and its subsidiaries or any other due diligence review by the Underwriters will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company, the Guarantor or its subsidiaries, and that, solely in connection with this offering of the Securities, the Underwriters (i) have acted at arms’ length, are not agents of, and owe no fiduciary duties to, the Company, the Guarantor or any other person, (ii) owe the Company and the Guarantor only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) may have interests that differ from those of the Company or the Guarantor. Each of the Company and the Guarantor waives, to the full extent permitted by applicable law, any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.
12. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
13. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.
14. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.
15. Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures an Underwriter could purchase United States dollars with such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligation of the Guarantor with respect to any sum due from it to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, be discharged only if and to the extent that on the first business day following receipt by such Underwriter of any sum adjudged to be so due in such other currency, such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency. If the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, the Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter or controlling person against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter or controlling person hereunder, such Underwriter or controlling person agrees to pay to the Guarantor an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter or controlling person hereunder.
22
16. Taxes. All payments to be made by the Guarantor under this Agreement shall be paid free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature, imposed by Switzerland, Argentina or Brazil or by any department, agency or other political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto (collectively, “Taxes”). If any Taxes are required by law to be deducted or withheld in connection with such payments, the Guarantor will increase the amount paid so that the full amount of such payment is received by the Underwriters.
17. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the representatives c/o Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attn: Transaction Management, Email: [email protected]; BofA Securities, Inc., 114 West 47th Street, NY8-114-07-01, New York, New York 10036, Attn: High Grade Debt Capital Markets Transaction Management/Legal, Facsimile: 212-901-7881; Mizuho Securities USA LLC, 1271 Avenue of the Americas, New York, New York 10020, Attn: Debt Capital Markets, Email: [email protected]; Rabo Securities USA, Inc., 151 West 42nd Street, New York, New York 10036, Attn: Debt Capital Markets, Email: [email protected]. Notices to the Company shall be given to it at 1391 Timberlake Manor Parkway, St. Louis, MO 63017 (Facsimile: (636) 292-4029 Attention: Treasurer, with a copy to Jones Day at 1221 Peachtree Street, N.E., Suite 400, Atlanta, GA 30361 (Facsimile: (404) 581-8330), Attention: Joel T. May).
18. Contractual Recognition of Bail-In. Notwithstanding any other term of this Agreement or any other agreements, arrangements or understanding among any Underwriter, the Company and the Guarantor, each of the Company and the Guarantor acknowledges, accepts and agrees to be bound by:
(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of an Underwriter to the Company or the Guarantor under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:
(i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
23
(ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of such Underwriter or another person (and the issue to or conferral on the Company or the Guarantor of such shares, securities or obligations);
(iii) the cancellation of the BRRD Liability; and
(iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and
(b) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.
Each of the Company and the Guarantor acknowledges and accepts that this provision is exhaustive on the matters described herein to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding among any Underwriter, the Company and the Guarantor, relating to the subject matter of this Agreement.
The terms which follow, when used in this Section 18, shall have the meanings indicated.
“Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.
“Bail-in Powers” means any Write-down and Conversion Powers as defined in relation to the relevant Bail-in Legislation.
“BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
“BRRD Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation.
“EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/ (or any successor webpage).
“Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant Underwriter.
19. Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
24
(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
As used in this Section 19, “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
[Signature Pages Follow]
25
| Very truly yours, | |||
| BUNGE LIMITED FINANCE CORP. | |||
| By: | /s/ Bram de Veer | ||
| Name: | Bram de Veer | ||
| Title: | President | ||
| By: | /s/ Pratik Mohta | ||
| Name: | Pratik Mohta | ||
| Title: | Treasurer | ||
[Signature Page to Underwriting Agreement]
| BUNGE GLOBAL SA | |||
| By: | /s/ John W. Neppl | ||
| Name: | John W. Neppl | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
| By: | /s/ Lisa Ware-Alexander | ||
| Name: | Lisa Ware-Alexander | ||
| Title: | Senior Vice President, Senior Deputy General Counsel and Corporate Secretary | ||
[Signature Page to Underwriting Agreement]
| Accepted as of the date hereof | |||
| By: WELLS FARGO SECURITIES, LLC | |||
| By: | /s/ Carolyn Hurley | ||
| Name: | Carolyn Hurley | ||
| Title: | Managing Director | ||
[Signature Page to Underwriting Agreement]
Accepted as of the date hereof
| By: BOFA SECURITIES, INC. | |||
| By: | /s/ Christopher Cote | ||
| Name: | Christopher Cote | ||
| Title: | Managing Director | ||
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| Accepted as of the date hereof | |||
| By: MIZUHO SECURITIES USA LLC | |||
| By: | /s/ Joseph Santaniello | ||
| Name: | Joseph Santaniello | ||
| Title: | Managing Director | ||
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| Accepted as of the date hereof | |||
| By: RABO SECURITIES USA, INC. | |||
| By: | /s/ Jan Hendrik de Graaff | ||
| Name: | Jan Hendrik de Graaff | ||
| Title: | Managing Director | ||
| By: | /s/ Mehdi Manii | ||
| Name: | Mehdi Manii | ||
| Title: | Executive Director | ||
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SCHEDULE I
| Underwriter | Principal Amount of Securities To Be Purchased | |||
| Wells Fargo Securities, LLC | $ | 60,000,000 | ||
| BofA Securities, Inc. | $ | 60,000,000 | ||
| Mizuho Securities USA LLC | $ | 60,000,000 | ||
| Rabo Securities USA, Inc. | $ | 60,000,000 | ||
| Deutsche Bank Securities Inc. | $ | 60,000,000 | ||
| ING Financial Markets LLC | $ | 60,000,000 | ||
| SMBC Nikko Securities America, Inc. | $ | 60,000,000 | ||
| Academy Securities, Inc. | $ | 9,000,000 | ||
| BBVA Securities Inc. | $ | 9,000,000 | ||
| BMO Capital Markets Corp. | $ | 9,000,000 | ||
| BNP Paribas Securities Corp. | $ | 9,000,000 | ||
| Citigroup Global Markets Inc. | $ | 9,000,000 | ||
| Commerz Markets LLC | $ | 9,000,000 | ||
| Commonwealth Bank of Australia | $ | 9,000,000 | ||
| Credit Agricole Securities (USA) Inc. | $ | 9,000,000 | ||
| HSBC Securities (USA) Inc. | $ | 9,000,000 | ||
| J.P. Morgan Securities LLC | $ | 9,000,000 | ||
| Natixis Securities Americas LLC | $ | 9,000,000 | ||
| Oversea-Chinese Banking Corporation Limited | $ | 9,000,000 | ||
| Santander US Capital Markets LLC | $ | 9,000,000 | ||
| Scotia Capital (USA) Inc. | $ | 9,000,000 | ||
| Standard Chartered Bank | $ | 9,000,000 | ||
| U.S. Bancorp Investments, Inc. | $ | 9,000,000 | ||
| ANZ Securities, Inc. | $ | 3,000,000 | ||
| DZ Financial Markets LLC | $ | 3,000,000 | ||
| Goldman Sachs & Co. LLC | $ | 3,000,000 | ||
| ICBC Standard Bank Plc | $ | 3,000,000 | ||
| Loop Capital Markets LLC | $ | 3,000,000 | ||
| Mischler Financial Group, Inc. | $ | 3,000,000 | ||
| PNC Capital Markets LLC | $ | 3,000,000 | ||
| RBC Capital Markets, LLC | $ | 3,000,000 | ||
| RB International Markets (USA) LLC | $ | 3,000,000 | ||
| SEB Securities, Inc. | $ | 3,000,000 | ||
| SG Americas Securities, LLC | $ | 3,000,000 | ||
| Westpac Capital Markets LLC | $ | 3,000,000 | ||
| Total: | $ | 600,000,000 | ||
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SCHEDULE II
General Use Free Writing Prospectuses (included in the General Disclosure Package)
“General Use Issuer Free Writing Prospectus” includes the following document:
Final term sheet, dated August 17, 2026, a copy of which is attached as Exhibit A hereto.
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SCHEDULE III
The Non-U.S. Selling Agents of the Representatives
Wells Fargo Securities International Limited
33 King William Street
London, EC4R 9AT
United Kingdom
Merrill Lynch International
2 King Edward Street
London, EC1A 1HQ
United Kingdom
Mizuho International plc
30 Old Bailey
London, EC4M 7AU
United Kingdom
Coöperatieve Rabobank U.A.
Croeselaan 18
3521 CB Utrecht
The Netherlands
III-1
EXHIBIT A
Filed Pursuant to Rule 433 under the Securities
Act of 1933
Registration Statement File No. 333-282003
Issuer Free Writing Prospectus, dated August 17, 2026
Bunge Limited Finance Corp.
5.000% Senior Notes Due 2031
(the “Notes”)
Pricing Term Sheet
This Free Writing Prospectus relates only to the Senior Notes of Bunge Limited Finance Corp. due August 19, 2031 and should only be read together with the Preliminary Prospectus Supplement dated August 17, 2026 relating to the Senior Notes of Bunge Limited Finance Corp. due August 19, 2031. Unless otherwise indicated, terms used but not defined herein have the meanings assigned to such terms in the Preliminary Prospectus Supplement.
| Issuer: | Bunge Limited Finance Corp. |
| Guarantor: | Bunge Global SA |
| Expected Ratings (Moody’s / S&P / Fitch)*: | [Omitted] |
| Principal Amount: | $600 million |
| Maturity Date: | August 19, 2031 |
| Coupon: | 5.000% |
| Price to Public: | 99.651% of the principal amount |
| Yield to Maturity: | 5.080% |
| Spread to Benchmark Treasury: | +70 basis points |
| Benchmark Treasury: | 4.375% due July 31, 2031 |
| Benchmark Treasury Price: | 99-31 ¼ |
| Benchmark Treasury Yield: | 4.380% |
| Interest Payment Dates: | February 19 and August 19, beginning on February 19, 2027 |
| Trade Date: | August 17, 2026 |
| Settlement Date**: | August 19, 2026 (T+2) |
| CUSIP/ISIN: | 120568 BU3 / US120568BU37 |
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| Optional Redemption: |
At any time prior to July 19, 2031 (one month before maturity), BLFC may elect to redeem and repay the Notes, at any time in whole, or from time to time in part, at a redemption price equal to the greater of 100% of the principal amount of the Notes to be redeemed, and the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed that would be due if such Notes matured on July 19, 2031 (exclusive of interest accrued but unpaid to the redemption date) discounted to their present value as of such redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield, as determined by the Reference Treasury Dealers, plus 15 basis points, in each case, plus accrued and unpaid interest, if any, on the Notes to the redemption date.
On or after July 19, 2031 (one month before maturity), BLFC may elect to redeem and repay the Notes, in whole or in part from time to time at a redemption price equal to 100% of the principal amount of the Notes being redeemed on the redemption date. BLFC will pay accrued and unpaid interest on the Notes redeemed to the redemption date. See “Description of the Notes—Optional Redemption by BLFC” in the preliminary prospectus supplement for more information. |
| Joint Book-Running Managers: |
Wells Fargo Securities, LLC BofA Securities, Inc Mizuho Securities USA LLC Rabo Securities USA, Inc. Deutsche Bank Securities Inc. ING Financial Markets LLC SMBC Nikko Securities America, Inc.
|
| Senior Co-Managers: |
Academy Securities, Inc. BBVA Securities Inc. BMO Capital Markets Corp. BNP Paribas Securities Corp. Citigroup Global Markets Inc. Commerz Markets LLC Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. HSBC Securities (USA) Inc. J.P. Morgan Securities LLC Natixis Securities Americas LLC Oversea-Chinese Banking Corporation Limited*** Santander US Capital Markets LLC Scotia Capital (USA) Inc. Standard Chartered Bank**** U.S. Bancorp Investments, Inc. |
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| Co-Managers: |
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 RBC Capital Markets, LLC RB International Markets (USA) LLC SEB Securities, Inc. SG Americas Securities, LLC Westpac Capital Markets LLC |
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
**We expect that delivery of the Notes will be made to investors in book-entry form through the facilities of The Depository Trust Company and its participants, including Euroclear Bank, SA/NV and Clearstream Banking S.A., on or about August 19, 2026, which will be the second business day following the date of this pricing term sheet (such settlement cycle being referred to as “T+2”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the date that is more than one business day preceding the settlement date will be required, by virtue of the fact that the Notes initially settle in T+2, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to the settlement date should consult their advisors.
***Oversea-Chinese Banking Corporation Limited (“OCBC”) is restricted in its securities dealings in the United States and will not underwrite, subscribe, agree to purchase or procure purchasers to purchase Notes that are offered or sold in the United States. Accordingly, OCBC shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase Notes that may be offered or sold by other underwriters in the United States. OCBC shall offer and sell the Notes constituting part of its allotment solely outside the United States.
****Standard Chartered Bank will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of FINRA.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and accompanying prospectus related to that registration statement and other documents that Bunge Global SA, the Guarantor, has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Wells Fargo Securities, LLC collect at +1-800-645-3751, BofA Securities, Inc. toll-free at +1-800-294-1322, Mizuho Securities USA LLC toll-free at +1-866-271-7403 or Rabo Securities USA, Inc. toll-free at +1-866-746-3850.
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Exhibit 4.2
Execution Version
BUNGE LIMITED FINANCE CORP.,
as Issuer,
BUNGE GLOBAL SA,
as Guarantor,
and
U.S. Bank Trust Company, National Association,
as Trustee
FIFTH SUPPLEMENTAL INDENTURE
Dated as of August 19, 2026
To
INDENTURE
Dated as of September 17, 2024
$600,000,000 5.000% Senior Notes due 2031
Table of Contents
Page
| ARTICLE 1. | DEFINITIONS AND INCORPORATION BY REFERENCE | 1 |
| Section 1.01 | Relationship with Base Indenture | 1 |
| Section 1.02 | Definitions | 2 |
| Section 1.03 | Other Definitions | 10 |
| ARTICLE 2. | THE NOTES | 11 |
| Section 2.01 | Form and Dating | 11 |
| Section 2.02 | Transfer and Exchange | 11 |
| Section 2.03 | Issuance of Additional Notes | 16 |
| ARTICLE 3. | REDEMPTION AND PREPAYMENT | 16 |
| Section 3.01 | Notice of Redemption | 16 |
| Section 3.02 | Notes Redeemed in Part | 17 |
| Section 3.03 | Optional Redemption | 17 |
| Section 3.04 | Mandatory Redemption | 18 |
| ARTICLE 4. | PARTICULAR COVENANTS | 18 |
| Section 4.01 | Limitation on Liens | 18 |
| Section 4.02 | Offer to Purchase Upon Change of Control Triggering Event | 18 |
| Section 4.03 | Restriction on Sale-Leasebacks | 20 |
| Section 4.04 | Exclusion from Limitations | 20 |
| Section 4.05 | Limitation and Restrictions on Activities of the Company | 21 |
| ARTICLE 5. | MISCELLANEOUS | 21 |
| Section 5.01 | Trust Indenture Act Controls | 21 |
| Section 5.02 | Governing Law | 22 |
| Section 5.03 | Consent to Jurisdiction | 22 |
| Section 5.04 | Successors | 22 |
| Section 5.05 | Severability | 22 |
| Section 5.06 | Counterpart Originals; Electronic Signatures | 22 |
| Section 5.07 | Table of Contents, Headings, Etc. | 23 |
| Section 5.08 | Notices | 23 |
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| EXHIBITS | |
| Exhibit A | FORM OF 2031 NOTE |
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FIFTH SUPPLEMENTAL INDENTURE, dated as of August 19, 2026, by and among Bunge Limited Finance Corp., a Delaware corporation, as issuer (the “Company”), Bunge Global SA, a company organized under the laws of Switzerland and the indirect parent of the Company, as Guarantor (the “Guarantor”), and U.S. Bank Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
The Company and the Guarantor have heretofore executed and delivered to the Trustee an indenture, dated as of September 17, 2024 (the “Base Indenture”, and together with this Fifth Supplemental Indenture, the “Indenture”), providing for the issuance from time to time of one or more series of notes or other debt instruments of the Company.
The Company and the Guarantor desire and have requested the Trustee pursuant to Section 9.01 of the Base Indenture to join with them in the execution and delivery of this Fifth Supplemental Indenture in order to supplement the Base Indenture as, and, to the extent set forth herein, to provide for the issuance and the terms of the Notes (as defined below).
The execution and delivery of this Fifth Supplemental Indenture has been duly authorized by a resolution of the Board of Directors, or a duly authorized committee thereof, of each of the Company and the Guarantor.
All conditions and requirements necessary to make this Fifth Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto.
The Company, the Guarantor, and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the 5.000% Senior Notes due 2031 (the “Notes”), which are general unsecured senior obligations of the Company, and rank equally with all other unsecured and unsubordinated indebtedness of the Company:
ARTICLE 1.
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01 Relationship with Base Indenture.
The terms and provisions contained in the Base Indenture will constitute, and are hereby expressly made a part of, this Fifth Supplemental Indenture and the Company, the Guarantor, and the Trustee, by their execution and delivery of this Fifth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of the Base Indenture conflicts with the express provisions of this Fifth Supplemental Indenture, the provisions of this Fifth Supplemental Indenture will govern and be controlling.
The Trustee accepts the amendment of the Base Indenture effected by this Fifth Supplemental Indenture and agrees to execute the trust created by the Base Indenture as hereby amended, but only upon the terms and conditions set forth in this Fifth Supplemental Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee in the performance of the trust created by the Base Indenture, and without limiting the generality of the foregoing, the Trustee will not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company and the Guarantor, as applicable, or for or with respect to (1) the validity or sufficiency of this Fifth Supplemental Indenture or any of the terms or provisions hereof, (2) the proper authorization hereof by the Company and the Guarantor, (3) the due execution hereof by the Company and the Guarantor or (4) the consequences (direct or indirect and whether deliberate or inadvertent) of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters. In entering into this Fifth Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.
Section 1.02 Definitions. Capitalized terms used herein without definition shall have the respective meanings set forth in the Base Indenture. The following terms have the meanings given to them in this Section 1.02:
“Additional Notes” means any Notes (other than the Initial Notes) issued under this Fifth Supplemental Indenture in accordance with Section 2.03 hereof, as part of the same series as the Initial Notes.
“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary that apply to such transfer or exchange.
“Attributable Indebtedness” means, when used with respect to any sale-leaseback transaction, as at the time of determination, the present value (discounted at the rate of interest set forth in or implicit in the terms of the lease) of the total obligations of the lessee for rental payments (other than amounts required to be paid on account of property taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items that do not constitute payments for property rights) during the remaining term of the lease included in such sale-leaseback transaction (including any period for which such lease has been extended).
“Base Indenture” has the meaning set forth in the preamble to this Fifth Supplemental Indenture, as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.
“Below Investment Grade Rating Event” means the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the date of the public notice of an event that would, if consummated, result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control, which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by each of the Rating Agencies.
“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, as in effect on August 19, 2026; provided that the right to acquire Voting Stock (so long as such Person does not have the right to direct the voting of the Voting Stock subject to such right) or any veto power in connection with the acquisition or disposition of Voting Stock will not cause a party to be a beneficial owner.
2
“Capital Stock” means with respect to any Person, any and all shares, interests, rights to purchase, warrants, options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) the equity (which includes, but is not limited to, common stock or shares, preferred stock or shares and partnership and joint venture interests) of such Person (excluding any debt securities convertible into, or exchangeable for, such equity).
“Change of Control” means the occurrence of any of the following: (1) the Guarantor becomes aware (by way of report or any other filing pursuant to Section 13(d) of the Exchange Act or written notice) of the acquisition by any person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Section 13d-5(b)(1) of the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination, of 50% or more of the voting power of the voting stock of the Guarantor then outstanding or (2) the sale, lease or transfer of all or substantially all of the assets of the Guarantor and its subsidiaries, taken as a whole, to any person or persons that is not a subsidiary of the Guarantor.
“Change of Control Triggering Event” means the occurrence of a Change of Control that results in a Below Investment Grade Rating Event.
“Company Permitted Lien” means:
| (1) | Liens for current taxes, assessments or other governmental charges which are not delinquent or remain payable without any penalty, or the validity of which is contested in good faith by appropriate proceedings upon stay of execution of the enforcement thereof or upon posting a bond in connection therewith and with respect to which adequate reserves have been established in accordance with U.S. GAAP; |
| (2) | any Lien pursuant to any order or attachment or similar legal process arising in connection with court proceedings; provided that the execution or other enforcement thereof is effectively stayed or a sufficient bond had been posted and the claims secured thereby are being contested at the time in good faith by appropriate proceedings; |
| (3) | any Liens securing bonds posted with respect to and in compliance with clauses (1) and (2) above; |
| (4) | Liens to secure bonds posted in order to obtain stays of judgments, attachments or orders, the existence of which bonds would not otherwise constitute an event of default; and |
| (5) | Liens securing obligations under a Hedge Agreement. |
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“Consolidated Net Tangible Assets” means, at any date of determination, the total amount of assets of the Guarantor and its consolidated subsidiaries after deducting therefrom:
| (1) | all current liabilities (excluding any current liabilities that by their terms are extendable or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed); |
| (2) | total prepaid expenses and deferred charges; and |
| (3) | all goodwill, trade names, trademarks, patents, licenses, copyrights and other intangible assets, all as set forth, or on a pro forma basis would be set forth, on the consolidated balance sheet of the Guarantor and its consolidated subsidiaries for its most recently completed fiscal quarter, prepared in accordance with generally accepted accounting principles. |
“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.02 hereof, substantially in the form of Exhibit A hereto except that such Note will not bear the Global Note Legend.
“Depositary” means, with respect to the Notes, DTC and any successor thereto designated as depositary for the Notes pursuant to Section 2.02 of this Fifth Supplemental Indenture.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Fitch” means Fitch Ratings Limited.
“Fifth Supplemental Indenture” means this Fifth Supplemental Indenture, dated as of the date hereof, by and among the Company, the Guarantor, and the Trustee, governing the Notes, as amended, supplemented or otherwise modified from time to time in accordance with the Base Indenture and the terms hereof.
“Global Note Legend” means the legend set forth in Section 2.02(f), which is required to be placed on all Global Notes issued under this Fifth Supplemental Indenture.
“Global Notes” means, individually and collectively, each of the Global Notes, in the form of Exhibit A hereto issued in accordance with Section 2.01 hereof.
“Hedge Agreements” means all swaps, caps or collar agreements or similar arrangements dealing with interest rates or currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies.
“Holder” means a Person in whose name a Note is registered.
“Indebtedness” means, as to any Person, without duplication:
| (1) | all obligations of such Person for borrowed money; |
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| (2) | all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; |
| (3) | all obligations of such Person to pay the deferred purchase price of property, except trade accounts payable arising in the ordinary course of business; |
| (4) | all obligations of such Person as lessee which are capitalized in accordance with U.S. GAAP; |
| (5) | all obligations of such Person created or arising under any conditional sales or other title retention agreement with respect to any property acquired by such Person (including, without limitation, obligations under any such agreement which provides that the rights and remedies of the seller or lender thereunder in the event of default are limited to repossession or sale of such property); |
| (6) | all obligations of such Person with respect to letters of credit and similar instruments, including, without limitation, obligations under reimbursement agreements; |
| (7) | all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; and |
| (8) | all guarantees of such Person (other than guarantees of obligations of direct or indirect Subsidiaries of such Person). |
“Indenture” means the Base Indenture, as supplemented by this Fifth Supplemental Indenture, governing the Notes, in each case, as amended, supplemented or restated from time to time.
“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.
“Initial Notes” means the first $600,000,000 aggregate principal amount of the Notes issued under this Fifth Supplemental Indenture on the date hereof.
“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P, BBB- (or the equivalent) by Fitch, or an equivalent rating by any other Rating Agency.
“Lien” means any mortgage, lien, security interest, pledge, charge or other encumbrance.
“Material Subsidiary” means, at any time, any Subsidiary of the Guarantor which at such time is a “significant subsidiary” within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.
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“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.
“Notes” has the meaning assigned to it in the preamble to this Fifth Supplemental Indenture. The Initial Notes and the Additional Notes will be treated as a single class for all purposes under this Fifth Supplemental Indenture, and unless the context otherwise requires, all references to the Notes will include the Initial Notes and any Additional Notes.
“Par Call Date” means July 19, 2031.
“Pari Passu Indebtedness” means (i) Indebtedness for borrowed money and (ii) indebtedness incurred in connection with Hedge Agreements entered into in connection with the Notes and any Pari Passu Indebtedness described in clause (i) above, in each case which ranks not greater than pari passu (in priority of payment) with the Notes.
“Participant” means, with respect to the Depositary, a Person who has an account with the Depositary.
“Permitted Indebtedness” means (a) Indebtedness of the Company under the Notes, (b) Pari Passu Indebtedness and (c) Subordinated Indebtedness.
“Permitted Liens” means:
| (1) | Liens for current taxes, assessments or other governmental charges which are not delinquent or remain payable without any penalty, or the validity of which is contested in good faith by appropriate proceedings upon stay of execution of the enforcement thereof or upon posting a bond in connection therewith and with respect to which adequate reserves have been established in accordance with U.S. GAAP; |
| (2) | any Lien pursuant to any order or attachment or similar legal process arising in connection with court proceedings; provided that the execution or other enforcement thereof is effectively stayed or a sufficient bond had been posted and the claims secured thereby are being contested at the time in good faith by appropriate proceedings; |
| (3) | any Liens securing bonds posted with respect to and in compliance with clauses (1) and (2) above; |
| (4) | any Liens securing the claims of mechanics, laborers, workmen, repairmen, materialmen, suppliers, carriers, warehousemen, landlords, or vendors or other claims provided for by mandatory provisions of law which are not yet due and delinquent, or are being contested in good faith by appropriate proceedings; |
| (5) | any Lien on any Restricted Property securing Indebtedness incurred or assumed solely for the purpose of financing all or any part of the cost of constructing or acquiring such Restricted Property, which Lien attaches to such Restricted Property concurrently with or within 120 days after the construction, acquisition or completion of a series of related acquisitions thereof; |
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| (6) | Liens existing immediately prior to the issuance of the Notes; |
| (7) | Liens to secure bonds posted in order to obtain stays of judgments, attachments or orders, the existence of which bonds would not otherwise constitute an event of default under the Indenture; |
| (8) | Liens on Restricted Property or with respect to the shares of stock or Indebtedness of any Restricted Subsidiary, that either (i) existed prior to the acquisition of (A) such Restricted Property, (B) any Subsidiary that is the owner of such Restricted Property or (C) with respect to the shares of stock or Indebtedness of any Restricted Subsidiary, any such Restricted Subsidiary, or (ii) arise as a result of contractual commitments to grant a Lien relating to (A) such Restricted Property, (B) any Subsidiary that is the owner of such Restricted Subsidiary or (C) with respect to the shares of stock or Indebtedness of any Restricted Subsidiary, any such Restricted Subsidiary, in each of (A), (B) and (C) existing prior to such acquisition; |
| (9) | Liens created by a Restricted Subsidiary in favor of the Guarantor, the Company or a Subsidiary; |
| (10) | Liens on any accounts receivable from or invoices to export customers (including, without limitation, Subsidiaries) and the proceeds thereof; |
| (11) | Liens on rights under contracts to sell, purchase or receive commodities to or from export customers (including, without limitation, Subsidiaries) and the proceeds thereof; |
| (12) | Liens on cash deposited as collateral in connection with financings where Liens are permitted under clauses (10) and (11) of this definition; |
| (13) | Liens extending, renewing or replacing, in whole or in part, Liens permitted pursuant to (i) clauses (1) through (5) and (7) through (12), so long as the principal amount of the Indebtedness secured by such Lien does not exceed its original principal amount, and (ii) clause (6), so long as the principal amount of the Indebtedness secured by such Lien does not exceed the principal amount thereof outstanding immediately prior to the execution and delivery of the Indenture; |
| (14) | minor survey exceptions or minor encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties that constitute Restricted Property, which are necessary for the conduct of the activities of the Guarantor or any Restricted Subsidiary or which customarily exist on properties of corporations engaged in similar activities and similarly situated and which do not in any event materially impair their use in the operation of the business of the Guarantor or any Restricted Subsidiary; |
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| (15) | Liens on accounts receivable and other related assets arising in connection with transfers thereof to the extent that such transfers are treated as true sales of financial assets under ASC 860, Transfers and Servicing and such accounts receivable and related assets are not consolidated on the consolidated financial statements of Bunge and its subsidiaries under ASC 810, Consolidation; |
| (16) | Liens on intercompany loans made to the Guarantor or its Subsidiaries, or on any notes or other instruments representing an interest in such intercompany loans; |
| (17) | Liens securing obligations under a Hedge Agreement or swap, cap or collar agreement or similar arrangement related to equities or commodities; |
| (18) | Liens on any checking account, saving account, clearing account, futures account, deposit account, securities account, brokerage account, custody account or other account (or on any assets held in such account), securing obligations under any agreement or arrangement related to the opening of or provision of clearing, pooling, zero-balancing, brokerage, settlement, margin or other services related to such account (or on any assets held in such account), which customarily exist on similar accounts (or on any assets held in such accounts) of corporations in connection with the opening of, or provision of clearing, pooling, zero-balancing, brokerage, settlement, margin or other services related, to such accounts; and |
| (19) | Liens securing any obligations related to the issuance of a letter of credit or any similar instrument, including, without limitation, obligations under reimbursement agreements. |
For purposes of this definition, (A) the phrases “accounts receivable from or invoices to export customers” and “contracts to sell, purchase or receive commodities to (from) export customers” refer to invoices or accounts receivable derived from the sale of, or contracts to sell, purchase or receive, wheat, soybeans or other commodities or products derived from the processing of wheat, soybeans or other commodities, by or to the Guarantor or a Restricted Subsidiary that have been or are to be exported from the country of origin whether or not such sale is made by a Restricted Subsidiary or to any of its Subsidiaries; and (B) property of a party to a corporate reorganization which is not the Guarantor or a Restricted Subsidiary will be deemed to be or have been “acquired” by the Guarantor or such Restricted Subsidiary as part of such corporate reorganization even if the Guarantor or such Restricted Subsidiary, as the case may be, is not the surviving or continuing entity.
“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or limited liability company, or governmental or other entity.
“Property” means any property, whether presently owned or hereafter acquired, including any asset, revenue, or right to receive income or any other property, whether tangible or intangible, real or personal.
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“Rating Agencies” means (1) Moody’s, S&P and Fitch; and (2) if any of Moody’s, S&P or Fitch ceases to rate the Notes or fails to make a rating of the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Guarantor which shall be substituted for any of Moody’s, S&P or Fitch, or all of them, as the case may be.
“Restricted Property” means any building, mine, structure or other facility (together with the land on which it is erected and fixtures comprising a part thereof) and inventories now owned or hereafter acquired by the Guarantor or any Subsidiary and used for oilseed or grain origination, processing, transportation or storage, mining or fertilizer refining or storage.
“Restricted Subsidiary” means any Material Subsidiary.
“S&P” means Standard & Poor’s Financial Services LLC, and any successor to its rating agency business.
“SEC” means the Securities and Exchange Commission.
“Securities Act” means the Securities Act of 1933, as amended.
“Subordinated Indebtedness” means Indebtedness (including, without limitation, convertible notes), which is explicitly subordinated in right of payment to the Notes pursuant to the terms and conditions set forth in the transaction documents governing such Indebtedness.
“Subsidiary” means any corporation, limited liability company or other business entity of which the requisite number of shares of stock or other equity ownership interests having ordinary voting power (without regard to the occurrence of any contingency) to elect a majority of the directors, managers or trustees thereof, or any partnership of which more than 50% of the partners’ equity interests (considering all partners’ equity interests as a single class) is, in each case, at the time owned or controlled, directly or indirectly, by the Guarantor, one or more of the Subsidiaries of the Guarantor, or a combination thereof.
“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) – H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
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If on the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
“U.S. GAAP” means generally accepted accounting principles in the United States, as in effect on the date the Indenture is entered into.
“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.
Section 1.03 Other Definitions.
| Term | Defined in Section | |
| “Change of Control Offer” | 4.02 | |
| “Change of Control Payment” | 4.02 | |
| “Change of Control Payment Date” | 4.02 | |
| “DTC” | 2.02 | |
| “sale-leaseback transaction” | 4.03 |
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ARTICLE 2.
THE NOTES
Section 2.01 Form and Dating.
(a) General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in denominations of $2,000 with integral multiples of $1,000 thereof.
The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Fifth Supplemental Indenture and the Company, the Guarantor, and the Trustee, by their execution and delivery of this Fifth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Base Indenture, the provisions of the Note will govern and be controlling, and to the extent any provision of the Note conflicts with the express provisions of this Fifth Supplemental Indenture, the provisions of this Fifth Supplemental Indenture will govern and be controlling.
(b) Global Notes. Notes issued in global form will be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon). Notes issued in definitive form will be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon). Each Global Note will represent such of the outstanding Notes as will be specified therein and each will provide that it will represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.02 hereof.
Section 2.02 Transfer and Exchange.
(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if:
(1) the Company delivers to the Trustee notice from the Depositary that (A) it is unwilling or unable to continue to act as Depositary and a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary or (B) it is no longer a clearing agency registered under the Exchange Act; or
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(2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee.
Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes will be issued in such names and in any approved denominations as the Depositary will instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.02 or Section 2.08 or 2.11 of the Base Indenture, will be authenticated and delivered in the form of, and will be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.02(a); however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.02(b), (c) or (g) hereof.
(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Fifth Supplemental Indenture and the Applicable Procedures. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:
(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in a Global Note. No written orders or instructions will be required to be delivered to the Registrar to effect the transfers described in this Section 2.02(b)(1).
(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.02(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:
(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and
(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase.
Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Fifth Supplemental Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee will adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.02(g) hereof.
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(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.
If any holder of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.02(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.02(g) hereof, and the Company will execute and, upon receipt of an Authentication Order, the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.02(c) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered.
(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.
A Holder of a Definitive Note may exchange such Note for a beneficial interest in a Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Global Notes.
If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to the previous paragraph at a time when a Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order, the Trustee will authenticate one or more Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.
A Holder of Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of a Definitive Note.
(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.02(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder will present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney, duly authorized in writing. In addition, the requesting Holder will provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.02(e).
(f) Legends. The following legends will appear on the face of all Global Notes issued under this Fifth Supplemental Indenture unless specifically stated otherwise in the applicable provisions of this Fifth Supplemental Indenture.
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“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE FIFTH SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.02 OF THE FIFTH SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.02(a) OF THE FIFTH SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE BASE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”
(g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.12 of the Base Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.
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(h) General Provisions Relating to Transfers and Exchanges.
(1) To permit registrations of transfers and exchanges, the Company will execute and, upon receipt of an Authentication Order, the Trustee will authenticate Global Notes and Definitive Notes upon the Company’s order or at the Registrar’s request.
(2) No service charge will be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 4.02 hereof and Sections 2.11, 3.06 and 9.05 of the Base Indenture).
(3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Fifth Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) The Company will not be required:
(A) to issue, to register the transfer of or to exchange any Notes during a period of 15 days before the day of any selection of Notes for redemption under Section 3.02 of the Base Indenture and ending at the close of business on the day of selection;
(B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company will be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 of the Base Indenture.
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(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.02 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Fifth Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Fifth Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(10) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Section 2.03 Issuance of Additional Notes.
The Company will be entitled, upon delivery of an Officer’s Certificate and an Opinion of Counsel, to create and issue Additional Notes under this Fifth Supplemental Indenture which will have the same terms and conditions as the Initial Notes issued on the date hereof, except for issue date, issue price and first payment of interest of such Notes. Additional Notes issued in this manner will be consolidated with and will form a single series with the previously outstanding Notes; provided that if the Additional Notes are not fungible with the previously outstanding Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, Common Code, ISIN number and/or any other identifying number.
With respect to any Additional Notes, the Company will set forth in a resolution of its Board of Directors or an Officer’s Certificate, a copy of each which will be delivered to the Trustee, the following information:
(a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Fifth Supplemental Indenture; and
(b) the issue price, the issue date and the CUSIP number of such Additional Notes.
ARTICLE 3.
REDEMPTION AND PREPAYMENT
Section 3.01 Notice of Redemption.
The Company shall deliver to the Trustee, at least 10 but not more than 60 days prior to the redemption date (or such shorter period as the Trustee in its sole discretion may allow), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 3.03 of the Base Indenture. Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed at its registered address.
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Any redemption or notice of any redemption (including the amount of Notes redeemed and conditions precedent applicable to different amounts of Notes redeemed) may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering, other offering, issuance of indebtedness or other transaction or event. Notice of any redemption in respect thereof may be given prior to the completion thereof and may be partial as a result of only some of the conditions being satisfied.
If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was delivered) as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the redemption date, or by the redemption date so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of its obligations with respect to such redemption may be performed by another person.
Section 3.02 Notes Redeemed in Part.
No Notes of a principal amount of $2,000 or less shall be redeemed in part.
Section 3.03 Optional Redemption.
Prior to the Par Call Date, the Company may redeem the Notes at its option, in whole at any time, or in part from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming such notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, less (b) interest accrued to the date of redemption, and
(ii) 100% of the principal amount of the notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
Calculation of the foregoing shall be made by the Company or on the Company’s behalf by such Person as the Company shall designate; provided, however, that such calculation shall not be a duty or obligation of the Trustee.
On or after the Par Call Date, the Notes will be redeemable at the option of the Company, in whole or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed on the redemption date plus, in each case, accrued and unpaid interest on the Notes to be redeemed to the date of redemption.
Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on the interest payment dates of the Notes, falling on or prior to a redemption date will be payable on such interest payment date, to the registered Holders as of the close of business on the relevant record date according to the Notes.
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On and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the redemption price.
Section 3.04 Mandatory Redemption.
Except as set forth in Section 4.02, the Company is not required to make any mandatory redemption or sinking fund payments with respect to the Notes.
ARTICLE 4.
PARTICULAR COVENANTS
Each of the agreements and covenants of the Company contained in Article 4 of the Base Indenture shall apply to the Notes, and the following covenants in this Article 4 shall apply solely for purposes of the Notes and not for purposes of any other securities.
Section 4.01 Limitation on Liens.
The Guarantor will not, and will not permit any Restricted Subsidiary to, create, assume or incur any Lien, other than Permitted Liens, upon any Restricted Property or upon any shares of stock or Indebtedness of any Restricted Subsidiary, to secure any Indebtedness incurred or guaranteed by the Guarantor or any Restricted Subsidiary (other than the Notes), unless all of the outstanding Notes and the Guarantee of such Notes are secured equally and ratably with, or prior to, such Indebtedness so long as such Indebtedness shall be so secured.
Section 4.02 Offer to Purchase Upon Change of Control Triggering Event.
(a) In the event that a Change of Control Triggering Event occurs, unless the Company has irrevocably exercised its right to redeem the Notes under Section 3.03 hereof without such redemption being subject to any conditions precedent, Holders will have the right, at such Holder’s option, to require the Company to purchase for cash any or all of such Holder’s Notes in integral multiples of $1,000 original principal amount. The Company will make an offer to purchase all the Notes (the “Change of Control Offer”) at a price equal to 101% of the aggregate principal amount of the Notes to be purchased plus accrued and unpaid interest, if any, to, but excluding, the date the Notes are purchased, if any, subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”).
(b) Within 60 days following any Change of Control Triggering Event, the Company will send notice of such Change of Control Offer to each Holder of the Notes in accordance with the procedures of DTC, with a copy to the Trustee, with the following information:
(i) that the Change of Control Offer is being made pursuant to this Section 4.02 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Company;
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(ii) the date of the Change of Control Triggering Event;
(iii) the date, which will be no earlier than 30 days and no later than 60 days after the date the notice of the occurrence of the Change of Control Triggering Event is mailed, by which the Company must purchase the Notes (the “Change of Control Payment Date”);
(iv) the price that the Company must pay for the Notes it is obligated to purchase;
(v) the name and address of the Trustee;
(vi) that any Notes not properly tendered will remain outstanding and continue to accrue interest;
(vii) that unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(viii) the procedures for surrendering Notes to the paying agent for payment; and
(ix) the procedures by which a Holder may withdraw such a tender after it is given.
In connection with any purchase of Notes after a Change of Control Triggering Event, the Company will comply with all federal and state securities laws, including, specifically, Rule 13e-4, if applicable, under the Exchange Act, and any related Schedule 13E-4 required to be submitted under that rule.
(c) On the Change of Control Payment Date, the Company will be obligated, to the extent lawful, to:
(i) accept for payment Notes or portions of Notes properly tendered (subject to minimum denomination requirements);
(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased.
(d) The Company will not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.02 applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer.
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(e) Notwithstanding any provision to the contrary in this Indenture, the Company shall not purchase any Notes if there has occurred and is continuing an Event of Default, unless such Event of Default results from the Company’s failure to pay the Change of Control Payment following the occurrence of a Change of Control Triggering Event.
Section 4.03 Restriction on Sale-Leasebacks.
(a) The Guarantor will not, and will not permit any Restricted Subsidiary to, engage in the sale or transfer by it of any Restricted Property to a person (other than the Guarantor or a Restricted Subsidiary) and the taking back by the Guarantor or any Restricted Subsidiary, as the case may be, of a lease of such Restricted Property (a “sale-leaseback transaction”), unless:
(1) the sale-leaseback transaction occurs within six months from the date of the acquisition of the subject Restricted Property or the date of the completion of construction or commencement of full operations of such Restricted Property, whichever is later; or
(2) the sale-leaseback transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or
(3) the sale-leaseback transaction involves a lease for a period, including renewals, of not more than three years; or
(4) the sale-leaseback transaction constitutes a Permitted Lien for the purposes of Section 4.01 hereof; or
(5) the Guarantor or such Restricted Subsidiary, within a one-year period after such sale-leaseback transaction, (a) applies or causes to be applied an amount not less than the Attributable Indebtedness from such sale-leaseback transaction to the prepayment, repayment, redemption, reduction or retirement of any debt of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes, or (b) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such sale-leaseback transaction during such one-year period to the acquisition, construction or development of other similar Property.
Section 4.04 Exclusion from Limitations.
Notwithstanding Sections 4.01 and 4.03 hereof, the Guarantor may, and may permit any Restricted Subsidiary to, create, assume or incur any Lien (other than a Permitted Lien) upon any Restricted Property or the shares of stock or Indebtedness of any Restricted Subsidiary to secure Indebtedness incurred or guaranteed by the Guarantor or any Restricted Subsidiary (other than the Notes) or effect any sale-leaseback transaction of a Restricted Property that is not excepted by clauses (1) through (5), inclusive, of the first paragraph under Section 4.03 hereof, without equally and ratably securing the Notes or the Guarantee of the Notes; provided that, after giving effect thereto, the aggregate principal amount of outstanding Indebtedness (other than the Notes) secured by such Liens (other than Permitted Liens) upon Restricted Property and the shares of stock or Indebtedness of any Restricted Subsidiary plus the Attributable Indebtedness from sale-leaseback transactions of Restricted Property not so excepted do not exceed 20% of its Consolidated Net Tangible Assets.
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Section 4.05 Limitation and Restrictions on Activities of the Company.
(a) The Company shall not engage in any business or enter into, or be a party to, any transaction or agreement except for:
(i) the issuance and sale of the Notes;
(ii) the incurrence of Permitted Indebtedness;
(iii) the entering into of Hedge Agreements relating to the Notes or such other indebtedness having a notional amount not exceeding the aggregate principal amount of the Notes and such other indebtedness outstanding; and
(iv) the use of the net proceeds from the issuance of the Notes or such other indebtedness to either increase its investment in intercompany loans or to repurchase, redeem or repay the Notes, Permitted Indebtedness, or other indebtedness that is equal in right of payment on the Notes or to pay expenses incurred therewith.
(b) The Company shall not acquire or own any subsidiaries;
(c) The Company shall not incur any Indebtedness which ranks senior in right of payment to the Notes;
(d) The Company shall not create, assume or incur any Lien, other than Company Permitted Liens, upon any Property (it being understood, for the avoidance of doubt, that the Company may not create, assume or incur any Lien, including any Lien which would otherwise constitute a Permitted Lien, in the case of the Guarantor or any Restricted Subsidiary, other than Company Permitted Liens); and
(e) The Company shall not enter into any consolidation, merger, amalgamation, joint venture, syndicate or other form of combination with any person, or sell, lease, convey or otherwise dispose of any of its assets or receivables.
ARTICLE 5.
MISCELLANEOUS
Section 5.01 Trust Indenture Act Controls.
If any provision of this Fifth Supplemental Indenture limits, qualifies or conflicts with the duties imposed by TIA Section 318(c), the imposed duties will control.
21
Section 5.02 Governing Law.
THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS FIFTH SUPPLEMENTAL INDENTURE, THE NOTES, AND THE GUARANTEES OF THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Section 5.03 Consent to Jurisdiction.
The Company and the Guarantor irrevocably submit to the exclusive jurisdiction of any New York state or U.S. federal court sitting in the Borough of Manhattan, The City of New York, in any action or proceeding relating to its obligations, liabilities or any other matter arising out of or in connection with this Fifth Supplemental Indenture or the Notes. The Company and the Guarantor hereby irrevocably agree that all claims in respect of any such action or proceeding may be heard and determined in such New York state or U.S. federal court. The Company and the Guarantor also hereby irrevocably waive, to the fullest extent permitted by law, any objection to venue or the defense of an inconvenient forum to the maintenance of any such action or proceeding in any such court. The Company and the Guarantor agree that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company or the Guarantor, respectively, and may be enforced in any courts to the jurisdiction of which the Company or the Guarantor, respectively, is subject by a suit upon such judgment.
Section 5.04 Successors.
All agreements of the Company in this Fifth Supplemental Indenture and the Notes will bind its successors. All agreements of the Trustee in this Fifth Supplemental Indenture will bind its successors.
Section 5.05 Severability.
In case any provision in this Fifth Supplemental Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
Section 5.06 Counterpart Originals; Electronic Signatures.
The parties may sign any number of copies of this Fifth Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement. The exchange of copies of this Fifth Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Fifth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Fifth Supplemental Indenture for all purposes. The words “execution,” “signed,” “signature,” and words of like import in this Fifth Supplemental Indenture shall include images of manually executed signatures transmitted by facsimile, e-mail or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Without limitation to the foregoing, and anything in this Fifth Supplemental Indenture to the contrary notwithstanding, (a) any Officer’s Certificate, Opinion of Counsel, Note, any guarantee endorsed on any Note, opinion of counsel, instrument, agreement or other document delivered pursuant to this Fifth Supplemental Indenture may be executed, attested and transmitted by any of the foregoing electronic means and formats, (b) all references in this Fifth Supplemental Indenture to the execution, attestation or authentication of any Note, any guarantee endorsed on any Note, or any certificate of authentication appearing on or attached to any Note by means of a manual or facsimile signature shall be deemed to include signatures that are made or transmitted by any of the foregoing electronic means or formats, and (c) any requirement in this Fifth Supplemental Indenture that any signature be made under a corporate seal (or facsimile thereof) shall not be applicable to the Notes or any guarantees endorsed on any Notes. The Company agrees to assume all risks arising out of the use of digital signatures, including, without limitation, the risk of the Trustee acting on unauthorized instructions.
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Section 5.07 Table of Contents, Headings, Etc.
The Table of Contents and Headings of the Articles and Sections of this Fifth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Fifth Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.
Section 5.08 Notices. Any notice or communication by the Company or the Trustee to the others is duly given if in writing and delivered in Person, by e-mail or by first-class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address:
If to the Company:
Bunge Limited Finance Corp.
1391 Timberlake Manor Parkway
Chesterfield, Missouri 63017
Attention: Treasurer
Tel. No: (636) 292-3029
Telecopy: (636) 292-4029
With a copy to:
Bunge Global SA
Route de Florissant 13
1206 Geneva, Switzerland
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With a copy to:
Bunge Global SA
1391 Timberlake Manor Parkway
Chesterfield, Missouri 63017
Attention: Treasurer
Tel. No: (636) 292-3029
Telecopy: (636) 292-4029
If to the Guarantor:
Bunge Global SA
Route de Florissant 13
1206 Geneva, Switzerland
With a copy to:
Bunge Global SA
1391 Timberlake Manor Parkway Chesterfield, Missouri 63017
Attention: Treasurer
Tel. No: (636) 292-3029
Telecopy: (636) 292-4029
If to the Trustee:
U.S. Bank Trust Company, National Association
U.S. Bank Global Corporate Trust
2 Concourse Parkway NE, Suite 800
Atlanta, Georgia 30328
Attention: Gregory M. Jackson
Telephone No: (404) 898-8837
Email: [email protected]
[Signatures on following page]
24
Dated: August 19, 2026
| BUNGE LIMITED FINANCE CORP. | ||
| By: | /s/ Bram de Veer | |
| Name: | Bram de Veer | |
| Title: | President | |
[Signature Page to Fifth Supplemental Indenture]
Dated: August 19, 2026
| BUNGE GLOBAL SA | ||
| By: | /s/ Bram de Veer | |
| Name: | Bram de Veer | |
| Title: | Treasurer | |
| By: | /s/ Lisa Ware-Alexander | |
| Name: | Lisa Ware-Alexander | |
| Title: | Senior Vice President, Senior Deputy General Counsel and Corporate Secretary | |
[Signature Page to Fifth Supplemental Indenture]
Dated: August 19, 2026
| U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee | ||
| By: | Gregory M. Jackson | |
| Name: | Gregory M. Jackson | |
| Title: | Vice President | |
[Signature Page to Fifth Supplemental Indenture]
EXHIBIT A
(Face of Note)
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE FIFTH SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.02 OF THE FIFTH SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.02(a) OF THE FIFTH SUPPLEMENTAL INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE BASE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CUSIP: 120568 BU3
5.000% Senior Notes due 2031
No. [_]
$[___]
Bunge Limited Finance Corp.
promises to pay to CEDE & CO. or registered assigns, the principal sum of [____] Dollars on August 19, 2031.
Interest Payment Dates: February 19 and August 19, beginning on [_]
Record Dates: business day immediately preceding the relevant Interest Payment Date
Dated: [_]
A-1
Dated: [_]
| BUNGE LIMITED FINANCE CORP. | ||
| By: | ||
| Name: | Bram de Veer | |
| Title: | President | |
| BUNGE GLOBAL SA | ||
| By: | ||
| Name: | Bram de Veer | |
| Title: | Treasurer | |
| By: | ||
| Name: | Lisa Ware-Alexander | |
| Title: | Senior Vice President, Senior Deputy General Counsel and Corporate Secretary | |
A-2
This is one of the Global Notes referred to in the
within-mentioned Fifth Supplemental Indenture:
Dated: [_]
| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee |
||
| By: | ||
| Name: Gregory M. Jackson | ||
| Title: Vice President | ||
A-3
(Reverse of Note)
5.000% Senior Notes due 2031 (the “Notes”)
Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
1. INTEREST. Bunge Limited Finance Corp., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 5.000% per annum from the date hereof until maturity. The Company will pay interest semiannually on February 19 and August 19 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest will accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be [_]. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.
2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the business day immediately preceding the relevant Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.13 of the Base Indenture with respect to defaulted interest. Principal, premium, if any, and interest on the Notes shall be payable at the office or agency of the Paying Agent and Registrar within the Borough of Manhattan in the City of New York or, at the option of the Company, payment of interest may be made by check mailed to the Holders of Notes at their respective addresses set forth in the register of Holders of the Notes; provided that all payments of principal, premium and interest with respect to Notes the Holders of which have given wire transfer instructions to the Trustee shall be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
3. PAYING AGENT AND REGISTRAR. Initially, U.S. Bank Trust Company, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its subsidiaries may act in any such capacity.
A-4
4. INDENTURE. This Note is one of a duly authenticated series of securities of the Company issued and to be issued in one or more series under an indenture (the “Base Indenture”), dated as of September 17, 2024 between the Company, Bunge Global SA, a company organized under the laws of Switzerland and the indirect parent of the Company, as Guarantor (the “Guarantor”), and the Trustee, as amended by the Fifth Supplemental Indenture (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), dated as of August 19, 2026, between the Company, the Guarantor, and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb) (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Base Indenture, the provisions of the Note will govern and be controlling, and to the extent any provision of the Note conflicts with the Fifth Supplemental Indenture, the provisions of the Fifth Supplemental Indenture will govern and be controlling, and to the extent any provision of the Base Indenture conflicts with the express provisions of the Fifth Supplemental Indenture, the provisions of the Fifth Supplemental Indenture will govern and be controlling. The Company shall be entitled to issue Additional Notes pursuant to Section 2.03 of the Fifth Supplemental Indenture.
5. OPTIONAL REDEMPTION.
Prior to July 19, 2031 (the “Par Call Date”), the Company may redeem the Notes at its option, in whole at any time, or in part from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
| (i) | (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, less (b) interest accrued to the date of redemption, and |
| (ii) | 100% of the principal amount of the Notes to be redeemed, |
plus, in either case, accrued and unpaid interest thereon to the redemption date.
Calculation of the foregoing shall be made by the Company or on the Company’s behalf by such Person as the Company shall designate; provided, however, that such calculation shall not be a duty or obligation of the Trustee.
On or after the Par Call Date, the Notes will be redeemable at the option of the Company, in whole or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed on the redemption date plus, in each case, accrued and unpaid interest on the Notes to be redeemed to the date of redemption.
On and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price.
6. MANDATORY REDEMPTION. Except as set forth in paragraph 7, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.
A-5
7. REPURCHASE AT OPTION OF HOLDER. Except as set forth in the Fifth Supplemental Indenture, upon the occurrence of a Change of Control Triggering Event, the Company shall be required to offer to purchase all of the outstanding Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.
8. NOTICE OF REDEMPTION. Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed at its registered address. No Notes of a principal amount of $2,000 or less shall be redeemed in part.
9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. The Notes may be transferred or exchanged as provided in the Fifth Supplemental Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Fifth Supplemental Indenture. The Company need not exchange or transfer any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.
10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.
11. AMENDMENT, SUPPLEMENT AND WAIVER. The Base Indenture may be amended as provided therein. Subject to certain exceptions, the Fifth Supplemental Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, consents obtained in connection with a tender offer or exchange offer for Notes, and compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, including, without limitation, consents obtained in connection with a tender offer or exchange offer for Notes. Without the consent of any Holder of Notes, the Fifth Supplemental Indenture or the Notes may be amended or supplemented (i) to cure any ambiguity, defect or inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of the Notes in case of a merger or consolidation or sale of all or substantially all of the Company’s assets; (iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Fifth Supplemental Indenture of any such Holder; (v) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; (vi) to provide for the issuance of Additional Notes in accordance with the Fifth Supplemental Indenture; (vii) to add guarantees with respect to the Notes; (viii) to evidence and provide for the acceptance of appointment by a successor trustee with respect to the Notes; and (ix) to make any other change that does not materially adversely affect the rights of any Holder of the Notes, as determined conclusively by the Company in good faith.
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12. DEFAULTS AND REMEDIES. An “EVENT OF DEFAULT” occurs if: (i) default for a period of 30 days in the payment when due of interest on the Notes; (ii) default in the payment when due of principal of or premium, if any, on the Notes; (iii) the Company or the Guarantor fails for 60 days after receipt of notice to comply with any covenant of the Company in the Indenture; or (iv) certain events of bankruptcy or insolvency occur with respect to the Company or the Guarantor.
If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company or the Guarantor, all outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, premium or interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. Each of the Company and the Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and each of the Company and the Guarantor is required no later than 10 days after becoming aware of any Default or Event of Default to deliver to the Trustee a statement specifying such Default or Event of Default.
13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.
14. NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or stockholder of the Company, as such, will not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.
15. AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.
16. ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
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17. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Company will furnish to any Holder upon written request and without charge a copy of the Base Indenture and the Fifth Supplemental Indenture. Requests may be made to:
Bunge Global SA
1391 Timberlake Manor Parkway
Chesterfield, Missouri 63017
Attention: Investor Relations
(314) 292-2000
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ASSIGNMENT FORM
To assign this Note, fill in the form below:
| (I) or (we) assign and transfer this Note to: |
(Insert assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)
| and irrevocably appoint |
to transfer this Note on the books of the Company: The agent may substitute another to act for him.
| Date: | |||
| Your Signature: | |||
| (sign exactly as your name appears on the face of this senior note) | |||
| Tax Identification No.: | |||
| Signature Guarantee: |
Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
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Option of Holder to Elect Purchase
If you want to elect to have this Note purchased by the Company pursuant to Section 4.02 of the Fifth Supplemental Indenture, check the box below:
¨ Section 4.02
If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.02 of the Fifth Supplemental Indenture, state the amount you elect to have purchased: $
| Date: | |||
| Your Signature: | |||
| (sign exactly as your name appears on the face of this senior note) | |||
| Tax Identification No.: | |||
| Signature Guarantee: |
Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
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Exhibit 5.1
1221 Peachtree Street, N.E. · Suite 400 · Atlanta, Georgia 30361
Telephone: +1.404.521.3939 · jonesday.com
August 19, 2026
Bunge Global SA
Bunge Limited Finance Corp.
c/o Bunge Global SA
1391 Timberlake Manor Parkway
St. Louis, Missouri 63017
| Re: | $600,000,000 aggregate principal amount of 5.000% Senior Notes due 2031 of Bunge Limited Finance Corp. |
Ladies and Gentlemen:
We are acting as counsel for Bunge Limited Finance Corp., a Delaware corporation (the “Issuer”), and Bunge Global SA, a stock corporation (Aktiengesellschaft) incorporated under the laws of Switzerland (the “Guarantor”), in connection with the issuance and sale of $600,000,000 aggregate principal amount of 5.000% Senior Notes due 2031 (the “Notes”) and the full and unconditional guarantees of the Notes (the “Guarantees”) by the Guarantor, pursuant to the Underwriting Agreement, dated August 17, 2026, by and among the Issuer, the Guarantor and Wells Fargo Securities, LLC, BofA Securities, Inc., Mizuho Securities USA LLC and Rabo Securities USA, Inc., acting as representatives of the several underwriters named therein. The Notes and the Guarantees are to be issued pursuant to an indenture, dated September 17, 2024 by and among the Issuer, the Guarantor and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the Fifth Supplemental Indenture, dated August 19, 2026 (as so supplemented, the “Indenture”).
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:
| 1. | The Notes constitute valid and binding obligations of the Issuer. |
| 2. | The Guarantees constitute valid and binding obligations of the Guarantor. |
For purposes of the opinions expressed herein, we have assumed that (i) the Trustee has authorized, executed and delivered the Indenture, (ii) the Notes have been duly authenticated by the Trustee in accordance with the Indenture and (iii) the Indenture is the valid, binding and enforceable obligation of the Trustee.
AMSTERDAM · ATLANTA · BEIJING · BOSTON · BRISBANE · BRUSSELS · CHICAGO · CLEVELAND
· COLUMBUS · DALLAS
DETROIT · DUBAI · DÜSSELDORF
· FRANKFURT · HONG KONG
· HOUSTON · IRVINE
· LONDON · LOS ANGELES · MADRID
MELBOURNE · MEXICO CITY · MIAMI
· MILAN · MINNEAPOLIS
· MUNICH · NEW YORK
· PARIS ·
PERTH · PITTSBURGH
SAN DIEGO · SAN FRANCISCO
· SÃO PAULO · SHANGHAI
· SILICON VALLEY · SINGAPORE
· SYDNEY · TAIPEI
· TOKYO · WASHINGTON
Bunge Global SA Bunge Limited Finance Corp. August 19, 2026 Page 2 |  |
For purposes of our opinions set forth above, we have assumed that (i) the Guarantor is a stock corporation existing and in good standing Swiss law (the “Jurisdiction”); (ii) the Indenture and the Guarantees of the Guarantor (a) have been authorized by all necessary corporate power of the Guarantor and (b) have been executed and delivered by the Guarantor under the laws of the Jurisdiction; and (iii) the execution, delivery, performance and compliance with the terms and provisions of the Indenture and the Guarantees of the Guarantor do not violate or conflict with the laws of the Jurisdiction, the provisions of the articles of association and organizational regulations of the Guarantor or any rule, regulation, order, decree, judgment, instrument or agreement binding upon or applicable to the Guarantor or its respective properties.
The opinions expressed herein are limited by bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally, and by general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.
For purposes of our opinions insofar as they relate to the Guarantor, we have assumed that the obligations of the Guarantor under the Guarantees are, and would be deemed by a court of competent jurisdiction to be, in furtherance of its corporate or other entity purposes, or necessary or convenient to the conduct, promotion or attainment of the business of the Guarantor and will benefit the Guarantor, directly or indirectly.
As to facts material to the opinions and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Issuer, the Guarantor and others. The opinions expressed herein are limited to the (i) laws of the State of New York and (ii) the General Corporation Law of the State of Delaware, in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K dated the date hereof filed by the Guarantor and incorporated by reference into the Registration Statement on Form S-3 (Registration No. 333-282003) (the “Registration Statement”), filed by the Issuer and the Guarantor to effect the registration of the Notes and the Guarantees under the Securities Act of 1933 (the “Act”) and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
| Very truly yours, | |
| /s/ Jones Day |
Exhibit 5.2
 | |
| Bunge Global SA Route de Florissant 13 1206 Geneva Switzerland |
Homburger AG Prime Tower Hardstrasse 201 CH-8005 Zürich homburger.ch +41 43 222 10 00 |
| August 19, 2026 | |
Bunge Global SA
Ladies and Gentlemen:
We, Homburger AG, have acted as special Swiss counsel to Bunge Global SA, a Swiss corporation (the Swiss Guarantor), in its capacity as guarantor in connection with (A) the offering of USD 600,000,000 aggregate principal amount of 5.000% senior notes due 2031 (the Notes) issued by Bunge Limited Finance Corp. (the Issuer) and irrevocably and unconditionally guaranteed by the Swiss Guarantor (the Guarantee), pursuant to (i) the Registration Statement on Form S−3 (Registration No. 333-282003) of the Swiss Guarantor, the Issuer and Bunge Finance Europe B.V. (the Registration Statement) filed with the U.S. Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act), on September 9, 2024, and (ii) the related prospectus dated September 9, 2024 contained in the Registration Statement (the Base Prospectus), as supplemented by the prospectus supplement related to the Notes (including filings of the Swiss Guarantor or the Issuer with the Commission which are included or incorporated by reference) dated August 17, 2026 (the Prospectus Supplement, and the Base Prospectus as supplemented by the Prospectus Supplement, the Prospectus), and (B) the underwriting agreement dated August 17, 2026 (the Underwriting Agreement) among the Issuer, the Swiss Guarantor and the representatives of the several underwriters listed in schedule 1 thereto (the Underwriters), providing for the issuance and sale by the Issuer to the Underwriters of the Notes.
As such counsel, we have been requested to give our opinion as to certain legal matters under Swiss law.
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Documents (as defined below) unless otherwise defined herein.
| I. | Basis of Opinion |
This opinion is confined to and given on the basis of the laws of Switzerland in force at the date hereof. Such laws and the interpretation thereof are subject to change. This opinion is also confined to the matters stated herein and the Documents (as defined below), and is not to be read as extending, by implication or otherwise, to any agreement or document referred to in any of the Documents (including in the case of the Registration Statement and the Prospectus, any document incorporated by reference therein or exhibited thereto) or any other matter.
For purposes of this opinion, we have not conducted any due diligence or similar investigation as to factual circumstances, which are or may be referred to in the Documents, we express no opinion as to the accuracy of representations and warranties of facts set out in the Documents or the factual background assumed therein, and we relied on the accuracy and completeness of the statements and the information contained therein.
For purposes of giving this opinion, we have only examined the following documents (collectively, the Documents):
| (i) | an electronic copy of the executed Underwriting Agreement; |
| (ii) | an electronic copy of the executed New York law governed indenture dated as of September 17, 2024, among, inter alios, the Issuer, the Swiss Guarantor and U.S. Bank National Association as Trustee (the Base Indenture); |
| (iii) | an electronic copy of the executed New York law governed fifth supplemental indenture dated as of August 19, 2026, among, inter alios, the Issuer, the Swiss Guarantor and U.S. Bank National Association as Trustee (the Fifth Supplemental Indenture, and together with the Base Indenture, the Indenture, and the Underwriting Agreement, the Base Indenture and the Fifth Supplemental Indenture collectively, the Transaction Agreements); |
| (iv) | an electronic copy of the Registration Statement, including the Base Prospectus; |
| (v) | an electronic copy of the Prospectus Supplement; |
| (vi) | an electronic copy of the articles of association (Statuten) of the Swiss Guarantor in their version dated November 25, 2025, certified by the Commercial Register of the Canton of Geneva on July 30, 2026 (the Articles); |
| (vii) | an electronic copy of a certified excerpt from the Commercial Register of the Canton of Geneva, Switzerland, for the Swiss Guarantor, dated July 30, 2026 (the Excerpt); |
| (viii) | an electronic copy of the organizational regulations (Organisationsreglement) of the Swiss Guarantor dated October 26, 2023 (the Internal Regulations); |
| (ix) | an electronic copy of the audit committee charter of the Swiss Guarantor dated February 18, 2026 (the Audit Committee Charter); and |
| (x) | an electronic copy of the resolutions of the audit committee of the board of directors of the Swiss Guarantor, dated August 11, 2026 (the Audit Committee Resolutions). |
No documents have been reviewed by us in connection with this opinion other than the Documents. Accordingly, we shall limit our opinion to the Documents and their legal implications under Swiss law.
In this opinion, Swiss legal concepts are expressed in English terms and not in their original language. These concepts may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. With respect to Documents governed by laws other than the laws of Switzerland, for purposes of this opinion we have relied on the plain meaning of the words and expressions contained therein without regard to any import they may have under the relevant governing law.
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| II. | Assumptions |
In rendering the opinion below, we have assumed the following:
| (a) | all documents produced to us as originals are authentic and complete, and all documents produced to us as copies (including, without limitation, fax and electronic copies) conform to the original; |
| (b) | all documents produced to us as originals and the originals of all documents produced to us as copies were duly executed and certified, as applicable, by the individuals purported to have executed or certified, as the case may be, such documents, and any electronic or facsimile signatures thereon have been produced and used in accordance with applicable internal rules and/or procedures and the individual to whom any such electronic or facsimile signature belongs has consented to the use of his or her signature for each such document on which it appears; |
| (c) | all information contained in, or material statements given in connection with, the Documents are true and accurate; |
| (d) | the Documents are within the capacity and power of, and have been validly authorized, executed and delivered by, and is binding on, all parties thereto other than the Swiss Guarantor; |
| (e) | the Registration Statement has been duly filed by the Swiss Guarantor; |
| (f) | the filing of the Registration Statement with the Commission has been authorized by all necessary actions under all applicable laws; |
| (g) | all authorizations, approvals, consents, licenses, exemptions and other requirements, other than those required under mandatory Swiss law applicable to the Swiss Guarantor, for the legality, validity and enforceability of the Indenture, the offering of the Notes, the filing of the Registration Statement and the distribution of the Prospectus or for any other activities carried on in view of, or in connection with, the performance of the obligations expressed to be undertaken by the Swiss Guarantor in the Indenture, Registration Statement and Prospectus have been duly obtained and are and will remain in full force and effect, and any related conditions to which the parties thereto are subject have been satisfied; |
| (h) | the Registration Statement and Prospectus are unchanged, up-to-date and in full force and effect as of the date hereof, the information contained in the Registration Statement and Prospectus is complete, true, accurate and not misleading, and no material information has been omitted from the Registration Statement and the Prospectus; |
| (i) | the Notes have been duly issued by the Issuer in accordance with the terms of the Indenture; |
| (j) | the parties to each Transaction Agreement (other than the Swiss Guarantor) are duly incorporated or formed, as applicable, and organized and validly existing under the laws of their respective jurisdiction of incorporation or formation, as applicable; |
| (k) | all parties to each Transaction Agreement have performed and will perform all obligations by which they are respectively bound under such Transaction Agreement, and all parties to each Transaction Agreement are in compliance with all matters of validity and enforceability under any law other than, in the case of the Swiss Guarantor, the laws of Switzerland; |
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| (l) | the Swiss Guarantor is or was solvent at the time it executes or executed the Base Indenture and Fifth Supplemental Indenture; |
| (m) | each Transaction Agreement is legal, valid, binding and enforceable under the laws of the State of New York and the choice of the laws of the State of New York and of the jurisdiction of the federal or state court in the Borough of Manhattan, The City of New York, the State of New York, and such other courts as provided for in any Transaction Agreement (the Specified Courts) is valid under the laws of the State of New York; |
| (n) | except as expressly opined upon herein, all representations and warranties set forth in the Transaction Agreements are and at all relevant times will be true and accurate; |
| (o) | the Notes have been (i) issued by the Issuer and (ii) duly authenticated and delivered in accordance with the Transaction Agreements; |
| (p) | (x) the Excerpt is correct, complete and up-to-date as of the date hereof and (y) the Articles, the Internal Regulations and the Audit Committee Charter are in full force and effect and have not been amended subsequent to the date set forth above; |
| (q) | no laws other than those of Switzerland will affect any of the conclusions stated in this opinion; |
| (r) | the parties to each Transaction Agreement entered into such Transaction Agreement for bona fide commercial reasons and on arm's length terms, and none of the directors or officers of any such party has or had a conflict of interest with such party in respect of the Documents that would preclude such director or officer from validly representing (or granting a power of attorney in respect of the Documents for) such party; |
| (s) | the Audit Committee Resolutions (i) have been duly adopted in meetings duly convened and otherwise in the manner set forth therein, (ii) have not been rescinded or amended, (iii) are in full force and effect, and (iv) are consistent with the annual financial plan or other authorizations approved by the board of the directors of the Swiss Guarantor; and |
| (t) | the Issuer is a directly or indirectly wholly-owned subsidiary of the Swiss Guarantor. |
| III. | Opinion |
Based on the foregoing and subject to the qualifications set out below, we are of the opinion as that:
| 1. | The Swiss Guarantor is a corporation (Aktiengesellschaft) duly incorporated and validly existing under the laws of Switzerland with all requisite corporate power and authority to enter into and perform its obligations under the Indenture. |
| 2. | The Indenture (including the Guarantee provided by the Swiss Guarantor thereunder) has been duly authorized, executed and delivered by the Swiss Guarantor. |
| 3. | As far as Swiss law is concerned, the obligations expressed to be assumed by the Swiss Guarantor under the Indenture (including the Guarantee provided by the Swiss Guarantor thereunder) constitute legal, valid and binding obligations of the Swiss Guarantor, enforceable against it in accordance with the terms of the Indenture. |
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| IV. | Qualifications |
The above opinions are subject to the following qualifications:
| (a) | The lawyers of our firm are members of the Zurich bar and do not hold themselves out to be experts in any laws other than the laws of Switzerland. Accordingly, we are opining herein as to Swiss law only, based on our independent professional judgment, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction. |
| (b) | As used in this opinion, the terms "enforceable" and "enforceability" mean that the relevant obligation or provision is of a type enforced by the Swiss courts in accordance with, and subject to, the rules of procedure applicable in Switzerland. It is not certain, however, that the Indenture will be enforced in accordance with its terms in every circumstance. In particular, enforceability of the Indenture may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors and secured parties in general (including, without limitation, the provisions relating to voidable preferences as set forth in articles 285 et seq. of the Swiss Debt Enforcement and Bankruptcy Act of April 11, 1889, as amended (the Swiss Bankruptcy Act)), laws or principles of general application (including, but not limited to, the abuse of rights (Rechtsmissbrauch) and the principle of good faith (Grundsatz von Treu und Glauben)), and public policy, as defined in articles 17-19 of the Swiss Private International Law Act of December 18, 1987, as amended (the Private International Law Act). |
Enforcement before the courts of Switzerland will in any event be subject to:
| (i) | the nature of the remedies available in the Swiss courts (and nothing in this opinion should be taken as indicating that specific performance (other than for the payment of a sum of money) or injunctive relief would be available as remedies for the enforcement of such obligations); and |
| (ii) | the acceptance of such courts of jurisdiction and the power of such courts to stay proceedings if concurrent proceedings are being brought elsewhere. |
| (c) | Under Swiss law, jurisdiction clauses may have no effect with regard to actions relating to, or deemed to be brought in connection with, insolvency procedures, which, as a rule, must be brought before the court at the place of the relevant insolvency procedure. Furthermore, the submission by the Guarantor to the place of jurisdiction as provided for in each Transaction Agreement may be invalid if a Swiss court finds that the relevant place of jurisdiction is not sufficiently specified pursuant to article 5 of the Private International Law Act. |
| (d) | Contractual submissions to a particular jurisdiction are subject to the mandatory provisions on (i) the protection of consumers, insured persons and employees pursuant to the Convention on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters of October 30, 2007, as amended (the Lugano Convention), the Private International Law Act and such other international treaties by which Switzerland is bound, and (ii) enforcement proceedings that do not qualify as civil actions. |
| (e) | Rights and claims may become barred under statutes of limitation or prescription, or may be or become subject to available defenses such as set-off, counterclaim, misrepresentation, material error, frustration, overreaching, duress or fraud. Further, (i) limitations may apply to any provision in any Transaction Agreement that limits the liability of any party thereto or provides for indemnification or contribution obligations of the Swiss Guarantor if a Swiss court finds that such party or the indemnified person, respectively, acted willfully or negligently, and (ii) any party's obligation to pay an amount under any Transaction Agreement may be unenforceable if a Swiss court finds that such amount constitutes an excessive penalty (such as exemplary or punitive damages). |
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| (f) | Swiss courts do not consider themselves bound by contractual severability provisions or provisions stating that an agreement may only be amended in writing. |
| (g) | Under Swiss law, a notice sent but not actually received may be considered not to have been properly given, and a document required to be signed or to be made in writing may not constitute a valid document if only transmitted by fax, e-mail or similar telecommunication. |
| (h) | Pursuant to Swiss law, any mandate, power of attorney or instruction provided to, or appointment of, an agent may be terminated at any time by the principal or the agent, notwithstanding such mandate, power of attorney, instruction or appointment being stated to be irrevocable. |
| (i) | Any provision in any Transaction Agreement to the effect that any of the rights and/or obligations of any party thereto shall be binding upon or inure to the benefit of its successors and assigns may not be binding on such successors and assigns without further consent and documentation. |
| (j) | A Swiss court may limit or decline to give effect to an indemnity for legal fees or costs incurred. |
| (k) | Any provision in any Transaction Agreement restricting the encumbrance of Swiss real property by mortgages, pledges or other liens may not be valid and enforceable. |
| (l) | Any provision in any Transaction Agreement that constitutes, or purports to constitute, a restriction on the exercise of any statutory power by the shareholders of the Swiss Guarantor may not be valid and enforceable. |
| (m) | Pursuant to the Private International Law Act, the Swiss Code of Civil Procedure and bilateral and international treaties by which Switzerland is bound (including, but not limited to, the Lugano Convention), as applicable, Swiss courts may order preliminary measures even where they do not have jurisdiction over the substance of the matter. |
| (n) | The enforceability in Switzerland of a foreign judgment rendered against the Swiss Guarantor is subject to the limitations set forth in (x) bilateral and international treaties by which Switzerland is bound (including, but not limited to, the Lugano Convention), and (y) the Private International Law Act. In particular, and without limitation to the foregoing, a judgment rendered by a foreign court may only be enforced in Switzerland if: |
| (i) | in the case of sub-clause (y) above and, in certain exceptional cases, sub-clause (x) above, such foreign court had jurisdiction; |
| (ii) | such judgment has become final and non-appealable, or, in the case of sub-clause (x) above, has become enforceable at an earlier stage; |
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| (iii) | the court procedures leading to such judgment followed the principles of due process of law, including proper service of process, subject to special provisions provided for by bilateral and international treaties by which Switzerland is bound (including, but not limited to, the Lugano Convention); |
| (iv) | such judgment on its merits does not violate Swiss law principles of public policy; and |
| (v) | from a Swiss law perspective, such foreign procedure does not formally or functionally qualify as an insolvency-related, administrative or criminal procedure. |
| (o) | Enforcement of a claim or court judgment under Swiss debt collection or bankruptcy proceedings may only be made in Swiss francs and any foreign currency amount must accordingly be converted into Swiss francs in accordance with the applicable rules. |
| (p) | Section 12.07 of the Base Indenture provides for the payment of additional amounts to the extent (Swiss) withholding tax is imposed on any payment made by the Swiss Guarantor pursuant to the terms of the Underwriting Agreement or Indenture, respectively. If proceeds of the Notes were to be used directly or indirectly in Switzerland and, as a result, the Notes were to be reclassified as instruments subject to Swiss federal withholding tax (Verrechnungssteuer), the obligations of the Swiss Guarantor under section 12.07 of the Base Indenture and any similar obligation of the Issuer or the Swiss Guarantor under any Transaction Agreement (whether in the form of a gross-up or indemnity provision or otherwise) could, to the extent relating to interest payments under the Notes, be void and unenforceable if found to violate paragraph 1 of article 14 of the Swiss Federal Withholding Tax Act of October 13, 1965, as amended, which stipulates that (i) Swiss federal withholding tax to be withheld from any payment must be charged to the recipient of the payment, and (ii) contradictory agreements are null and void as to this issue. |
| (q) | Where a party to any Transaction Agreement is vested with discretion, Swiss law may require that such discretion is exercised on reasonable grounds. Moreover, a determination, calculation, statement or certification as to any matter may be held by a Swiss court not to be final, conclusive or binding if such determination, calculation, statement or certification were shown to have an unreasonable, incorrect or arbitrary basis or not to have been given or made in good faith. |
| (r) | Swiss courts interpret and construe an agreement in accordance with the principle of good faith (Vertragsauslegung nach Treu und Glauben) and, in doing so, may consider elements in addition to the wording of the relevant provisions of such agreement, including, without limitation, the circumstances under which such agreement was entered into and the real intention of the parties thereto as mutually understood or as to be understood in good faith. |
| (s) | In making references to the terms of any Transaction Agreement, no opinion is expressed as to whether and to what extent these are sufficiently specified or leave room for interpretation, which may, as the case may be, become a matter of the discretion of the courts. |
| (t) | We express no opinion as to any tax matters, regulatory matters or as to any commercial, financial, accounting, calculating, auditing or other non-legal matter. |
| (u) | Any enforcement action taken pursuant to a Transaction Agreement after the opening of bankruptcy (Konkurs) or the granting of a composition moratorium (Nachlassstundung) in respect of the Swiss Guarantor in relation to assets of the Swiss Guarantor may not be recognized by a Swiss court or governmental body or agency, including any Swiss bankruptcy office or receiver. In relation to an asset that is officially recorded in the inventory by the Swiss bankruptcy office or receiver, any enforcement action may be deemed a criminal offense according to article 169 of the Swiss Criminal Code of December 21, 1937, as amended. |
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| (v) | Pursuant to articles 285 et seq. of the Swiss Bankruptcy Act, a creditor, the trustee in bankruptcy or the liquidator under a composition agreement may challenge an action of the debtor during the suspect period (which is a one year or a five year period, respectively, calculated backwards in time as from either (i) the seizure of assets, (ii) the opening of bankruptcy (Konkurs), or (iii) the granting of a composition moratorium (Nachlassstundung) or a postponement of bankruptcy (Konkursaufschub), whichever occurs earlier) if the action was to the detriment of the creditors and, in particular, if the transaction was at an undervalue, or if collateral is granted for existing obligations that the debtor was hitherto not bound to secure. |
| (w) | It is doubtful whether a Swiss court would enforce a judgment of any court of the United States or any political subdivision thereof predicated solely upon the federal or state securities laws of the United States. |
| (x) | We have not investigated or verified the truth or accuracy of the information contained in the Registration Statement or Prospectus, nor have we been responsible for ensuring that no material information has been omitted from it. |
* * *
We have issued this opinion as of the date hereof and we assume no obligation to advise you of any changes in fact or in law that are made or brought to our attention hereafter.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading "Legal Matters" in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required pursuant to Section 7 of the Act.
This opinion shall be governed by and construed in accordance with the laws of Switzerland.
Sincerely yours,
HOMBURGER AG
| /s/ David Oser | |
| David Oser |
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Exhibit 99.1
| Media Contact: | Bunge News Bureau Bunge 636-359-0797 | |
Investor Contact:
|
Mark Haden Bunge |
Bunge Global SA Announces Pricing of $600 Million Senior Notes Offering
ST. LOUIS, MO – Aug. 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 $600 million aggregate principal amount of 5.000% senior unsecured notes due 2031 (the “Senior 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 Aug. 19, 2026, subject to the satisfaction of customary closing conditions.
The net proceeds from the offering of the Senior Notes 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.
Wells Fargo Securities, LLC, BofA Securities, Inc., Mizuho Securities USA LLC, Rabo Securities USA, Inc., Deutsche Bank Securities Inc., ING Financial Markets LLC and SMBC Nikko Securities America, Inc. are acting as joint book-running managers for the offering of the Senior Notes. Academy Securities, Inc., BBVA Securities Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Commerz Markets LLC, Commonwealth Bank of Australia, Credit Agricole Securities (USA) Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Natixis Securities Americas LLC, Oversea-Chinese Banking Corporation Limited, Santander US Capital Markets LLC, Scotia Capital (USA) Inc., Standard Chartered Bank and U.S. Bancorp Investments, Inc. 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, RBC Capital Markets, LLC, RB International Markets (USA) 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 Wells Fargo Securities, LLC by phone at 1-800-645-3751 or by email at [email protected], BofA Securities, Inc. by phone at 1-800-294-1322 or by email at [email protected], Mizuho Securities USA LLC by phone at 1-866-271-7403, or Rabo Securities USA, Inc. by phone at 1-866-746-3850 or by email at [email protected].
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 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.
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.