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 | (Commission File | (I.R.S. Employer | ||
of incorporation) | Number) | Identification Number) |
(Address of principal executive | (Zip code) | |
offices) |
(
(Registrant’s telephone number, including area code)
N.A.
(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 (see General Instruction A.2. below):
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events
On August 17, 2020, Bunge Limited Finance Corp. (“BLFC”), a 100%-owned finance subsidiary of Bunge Limited, completed the sale and issuance of $600 million aggregate principal amount of 1.630% Senior Notes due 2025 (the “Senior Notes”), guaranteed by Bunge Limited. The Senior Notes were issued pursuant to an indenture, dated August 17, 2020 (the “Indenture”), by and among BLFC, Bunge Limited and U.S. Bank National Association, as trustee.
The Offering was made pursuant to a shelf registration statement on Form S-3 dated April 26, 2019 (Registration No 333-231083) (the “Registration Statement”) filed by Bunge Limited and BLFC with the Securities and Exchange Commission. The net proceeds of the offering were approximately $596 million, after deducting the underwriting discount and the estimated offering fees and expenses. We intend to use the net proceeds from this offering for general corporate purposes, including repayment of certain short-term indebtedness.
The Indenture and the opinions relating to the validity of the Senior Notes and the related guarantee have been filed as Exhibit 4.1, Exhibit 5.1 and Exhibit 5.2, respectively, to this Current Report on Form 8-K and each is incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 17, 2020 | |||
BUNGE LIMITED | |||
By: | /s/ John W. Neppl | ||
Name: | John W. Neppl | ||
Title: | Executive Vice President, Chief Financial Officer |
3