Form 8-K - Current report

0001996862false00019968622024-12-032024-12-03

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

December 3, 2024

Date of Report (date of earliest event reported)

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BUNGE GLOBAL SA

(Exact name of registrant as specified in its charter)

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Switzerland (State of Incorporation)

000-56607 (Commission File Number)						98-1743397 (IRS Employer Identification Number)
Route de Florissant 13, 1206 Geneva, Switzerland						N.A.
(Address of principal executive offices and zip code)						(Zip Code)
1391 Timberlake Manor Parkway Chesterfield, MO						63017
(Address of corporate headquarters )						(Zip Code)
[phone]
(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:

☐			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			Name of each exchange on which registered
Registered Shares, $0.01 par value per share			BG			New York Stock Exchange

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).

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. ☐

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Item 1.01 Entry into Material Definitive Agreements

Amendment to Existing Securitization Program

On December 3, 2024, Bunge Global SA (“Bunge”) and certain of its subsidiaries amended Bunge’s existing trade receivables securitization program (the “Securitization Program”) with Coöperatieve Rabobank U.A., as administrative agent, and certain commercial paper conduit purchasers and committed purchasers (the “Purchasers”) pursuant to the Twenty-Seventh Amendment to the Receivables Transfer Agreement (the “Twenty-Seventh Amendment to the RTA”). The Twenty-Seventh Amendment to the RTA extended the original termination date of the Eighth Amended and Restated Receivables Transfer Agreement (collectively with the Twenty-Seventh Amendment to the RTA, the “Securitization Program Transaction Documents”) by an additional 364 days to December 16, 2025. Other relevant terms and conditions of the Securitization Program Transaction Documents were unchanged by this amendment.

The Securitization Program Transaction Documents contain certain customary representations and warranties and affirmative covenants, including a representation as to the eligibility of the receivables being sold, and contain customary termination events and service defaults. Bunge and its subsidiaries are required to repurchase any receivables that are not eligible as represented on the date of sale or become subject to certain non-credit related obligor offsets following sale to the Securitization Program. Apart from such repurchase obligations, any recourse to Bunge and its subsidiaries under the Securitization Program will be limited to Bunge’s first loss position as subordinated lender, which will be sized based on the historical performance of Bunge’s pool of trade receivables.

From time to time, certain of the Purchasers under the Securitization Program and/or their affiliates provide financial services to Bunge and other subsidiaries of Bunge.

The foregoing descriptions of the Securitization Program and the related Twenty-Seventh Amendment to the RTA does not purport to be complete and are qualified in their entirety by reference to the full text of the document included as Exhibit 10.1 hereto and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d):     Exhibits.

Exhibit No.						Description
10.1						27th Amendment to Receivables Transfer Agreement, dated December 3, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

Date: December 5, 2024

BUNGE GLOBAL SA
By:			/s/Lisa Ware-Alexander
Name:			Lisa Ware-Alexander
Title:			Secretary

Exhibit 10.1

CONFORMED COPY

Dated December 3, 2024
(1)    BUNGE SECURITIZATION B.V., as Seller (2)    KONINKLIJKE BUNGE B.V., as Master Servicer and Subordinated Lender (3)    The Conduit Purchasers party hereto (4)    The Committed Purchasers party hereto (5)    The Purchaser Agents party hereto (6)    COÖPERATIEVE RABOBANK U.A., as Administrative Agent, Committed Purchaser and Purchaser Agent and on behalf of its Conduit Purchaser (7)    BUNGE GLOBAL SA, as Performance Undertaking Provider (8)    CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK, as Sustainability Co-ordinator
TWENTY-SEVENTH AMENDMENT TO  THE RECEIVABLES TRANSFER AGREEMENT

        

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CONTENTS

Clause        Page

1.    Definitions and Interpretation ........................................................................................... 2

2.    Amendment of the Receivables Transfer Agreement ....................................................... 2

3.    Representations ..................................................................................................................    2

4.    Continuance .......................................................................................................................    2

5.    Further Assurance ..............................................................................................................    2

6.    Conditions Precedent .........................................................................................................    3

7.    Reaffirmation of Performance Undertaking ...................................................................... 3

8.    Notices, Etc. ...................................................................................................................... 3

9.    Execution in Counterparts ................................................................................................. 3

10.    Governing Law; Submission to Jurisdiction ..................................................................... 3

11.    No Proceeding; Limited Recourse .................................................................................... 4

        

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THIS TWENTY-SEVENTH AMENDMENT TO THE RECEIVABLES TRANSFER AGREEMENT (this “Amendment”) is dated December 3, 2024 and made among:

(1)    BUNGE SECURITIZATION B.V., a private limited liability company incorporated under the laws of the Netherlands, registered with the Dutch trade register under number 52234037, as Seller (the “Seller”);

(2)    KONINKLIJKE BUNGE B.V., a private limited liability company incorporated under the laws of the Netherlands, registered with the Dutch trade register under number 24020546, as Master Servicer (the “Master Servicer”) and Subordinated Lender (the “Subordinated Lender”);

(3)    the Conduit Purchasers party hereto (the “Conduit Purchasers”);

(4)    the Committed Purchasers party hereto (the “Committed Purchasers”);

(5)    the Purchaser Agents party hereto (the “Purchaser Agents”);

(6)    COÖPERATIEVE RABOBANK U.A. (“Rabobank”), as Administrative Agent (the “Administrative Agent”), Committed Purchaser and Purchaser Agent;

(7)    BUNGE GLOBAL SA, a corporation incorporated under the laws of Switzerland, as Performance Undertaking Provider (the “Performance Undertaking Provider”); and

(8)    CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK, as Sustainability Co-ordinator;

collectively referred to as the “Parties” and each of them a “Party”.

BACKGROUND:

(A)    This Amendment is supplemental to and amends the receivables transfer agreement dated June 1, 2011 (as amended and restated on December 18, 2023, as further amended on May 21, 2024, and as further amended on October 1, 2024) made among the Parties to this Amendment (the “Receivables Transfer Agreement”).

(B)    The Parties seek to amend the Receivables Transfer Agreement to extend the Original Termination Date by an additional three hundred sixty-four (364) days pursuant to the terms and conditions set forth under Section 2.20 (Extension of Scheduled Commitment Facility Termination Date) thereto.

(C)    The Parties have agreed to further amend the Receivables Transfer Agreement on the terms set out below.

(D)    This Amendment is a Transaction Document as defined in the Receivables Transfer Agreement.

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IT IS AGREED that:

1.DEFINITIONS AND INTERPRETATION

Unless otherwise defined herein, capitalized terms which are used herein shall have the meanings assigned to such terms in Section 1.1 (Certain defined terms) of the Receivables Transfer Agreement. The principles of interpretation set forth in Section 1.2 (Other terms) and Section 1.3 (Computation of time periods) of the Receivables Transfer Agreement shall apply to this Amendment as if fully set forth herein.

2.AMENDMENT OF THE RECEIVABLES TRANSFER AGREEMENT

With effect from the Twenty-Seventh Amendment Effective Date (as such term is defined in Section 6 (Conditions Precedent)), the Receivables Transfer Agreement shall be amended as set forth herein:

(a)In Section 1.1 (Definitions), the definition of “Original Termination Date” shall be amended and restated in its entirety as follows:

“Original Termination Date” means December 16, 2025.

3.REPRESENTATIONS

Each of the Seller, the Master Servicer and the Performance Undertaking Provider represents and warrants to the other Parties hereto that, after giving effect to this Amendment, each of its representations and warranties set forth in the Receivables Transfer Agreement, as such representations and warranties apply to such Person, is true and correct in all material respects on and as of the Twenty-Seventh Amendment Effective Date as though made on and as of such date except for representations and warranties stated to refer to a specific earlier date, in which case such representations and warranties are true and correct as of such earlier date.

4.CONTINUANCE

The Parties hereby confirm that the provisions of the Receivables Transfer Agreement and the other Transaction Documents shall continue in full force and effect, subject only to the amendments effected thereto by this Amendment.

5.FURTHER ASSURANCE

The Parties shall, upon request of the Administrative Agent, and at the cost of the Seller, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected by this Amendment. Each of the Parties thereto hereby ratifies and confirms each of the Transaction Documents to which it is a party.

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6.CONDITIONS PRECEDENT

This Amendment shall become effective as of 12:01 a.m. (New York City time) on December 3, 2024 upon the notice from the Administrative Agent to the Seller and Purchasers that the Administrative Agent has received, in each case in form and substance satisfactory to the Administrative Agent, the following, duly executed by all parties thereto (the “Twenty-Seventh Amendment Effective Date”); provided, that the Administrative Agent may, acting on the instructions of the Purchasers, waive any of the following conditions precedent:

(a)this Amendment.

7.REAFFIRMATION OF PERFORMANCE UNDERTAKING

The Performance Undertaking Provider hereby acknowledges and affirms its obligations under the Performance Undertaking notwithstanding the amendments to the Receivables Transfer Agreement set forth in this Amendment and the other documents referred to in Section 6 (Conditions precedent) and confirms that its obligations shall extend to any and all obligations resulting from such amendments to the Receivables Transfer Agreement and such other documents.

8.NOTICES, ETC.

All communications and notices provided for hereunder shall be provided in the manner described in Schedule 2 (Address and Notice Information) to the Receivables Transfer Agreement.

9.EXECUTION IN COUNTERPARTS

This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by electronic file in a format that is accessible by the recipient shall be effective as delivery of a manually executed counterpart of this Amendment.

10.GOVERNING LAW; SUBMISSION TO JURISDICTION

(a)This Amendment shall be governed by and construed in accordance with the law of the state of New York.

(b)Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment. Each Party hereto hereby irrevocably waives, to the fullest

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extent that it may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each Party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c)TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ITS RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AMENDMENT OR ANY PROVISION HEREOF.

11.NO PROCEEDING; LIMITED RECOURSE

(a)Each of the Parties hereto hereby agrees that (i) it will not institute against any Conduit Purchaser any proceeding of the type referred to in the definition of Event of Bankruptcy until there shall have elapsed two years plus one day since the Final Payout Date and (ii) notwithstanding anything contained herein or in any other Transaction Document to the contrary, the obligations of the Conduit Purchasers under the Transaction Documents are solely the corporate obligations of the Conduit Purchasers and shall be payable solely to the extent of funds which are received by the Conduit Purchasers pursuant to the Transaction Documents and available for such payment in accordance with the terms of the Transaction Documents and shall be non-recourse other than with respect to such available funds and, without limiting this Section 11, if ever and until such time as any Conduit Purchaser has sufficient funds to pay such obligation shall not constitute a claim against such Conduit Purchaser.

(b)No recourse under any obligation, covenant or agreement of any Committed Purchaser or Conduit Purchaser contained in this Amendment or any other Transaction Document shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of such Committed Purchaser or Conduit Purchaser by the enforcement of any assessment or by any legal or

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equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Amendment and the other Transaction Documents are solely a corporate obligation of such Committed Purchaser or Conduit Purchaser, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of such Committed Purchaser or Conduit Purchaser or any of them under or by reason of any of the obligations, covenants or agreements of such Committed Purchaser or Conduit Purchaser contained in this Amendment or any other Transaction Document, or implied therefrom, and that any and all personal liability for breaches by such Committed Purchaser or Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Amendment; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them.

[Signature pages follow.]

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day and year first above written.

BUNGE SECURITIZATION B.V., as Seller

By: /s/ Ronald Posthumus    

Name: Ronald Posthumus

Title: Managing Director of Vistra B.V., in turn the sole director of Bunge Securitization B.V.

By: /s/ Jason Thimothy Duijn    

Name: Jason Thimothy Duijn

Title: Proxy Holder B of Vistra B.V., in turn the sole director of Bunge Securitization B.V.

[Signature Page to 27th Amendment to Receivables Transfer Agreement]

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KONINKLIJKE BUNGE B.V., as Master Servicer and Subordinated Lender

By: /s/ Jeroen Kloet    

Name: Jeroen Kloet

Title: Director

By: /s/ Arrie de Lange    

Name: Arrie de Lange

Title: Director

[Signature Page to 27th Amendment to Receivables Transfer Agreement]

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BUNGE GLOBAL SA, as Performance Undertaking Provider

By: /s/ Rajat Gupta    

Name: Rajat Gupta

Title: Treasurer

By: /s/ Lisa Ware-Alexander    

Name: Lisa Ware-Alexander

Title: Secretary

[Signature Page to 27th Amendment to Receivables Transfer Agreement]

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COÖPERATIEVE RABOBANK U.A., as Administrative Agent, Committed Purchaser and Purchaser Agent

By: /s/ Huong Stive-Pham    

Name: Huong Stive-Pham

Title: Director

By: /s/ Jop van der Sluis    

Name: Jop van der Sluis

Title: Managing Director

[Signature Page to 27th Amendment to Receivables Transfer Agreement]

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NIEUW AMSTERDAM RECEIVABLES CORPORATION B.V., as Conduit Purchaser

By: /s/ Sytse van Ulsen    

Name: Sytse van Ulsen

Title: Proxyholder of Intertrust Management B.V.

By: /s/ Edwin van Ankeren    

Name: Edwin van Ankeren

Title: Managing Director of Intertrust Management B.V.

[Signature Page to 27th Amendment to Receivables Transfer Agreement]

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CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, as Committed Purchaser and Purchaser Agent

By: /s/ Marie-Laure Lepont    

Name: Marie-Laure Lepont

Title: Authorized Signatory

By: /s/ Frédéric Mazet    

Name: Frédéric Mazet

Title: Authorized Signatory

[Signature Page to 27th Amendment to Receivables Transfer Agreement]

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BNP PARIBAS, as Purchaser Agent

By: /s/ Gianluca Sannipoli    

Name: Gianluca Sannipoli

Title: Authorized Signatory

By: /s/ Baptiste Ranjard    

Name: Baptiste Ranjard

Title: Authorized Signatory

[Signature Page to 27th Amendment to Receivables Transfer Agreement]

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MATCHPOINT FINANCE PLC, as Committed Purchaser and Conduit Purchaser

By: /s/ John Hetherington    

Name: John Hetherington

Title: Authorised Attorney

[Signature Page to 27th Amendment to Receivables Transfer Agreement]

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CITIBANK EUROPE PLC, as Committed Purchaser and Purchaser Agent

By: /s/ Akos Nemeth    

Name: Akos Nemeth

Title: Senior Vice President

[Signature Page to 27th Amendment to Receivables Transfer Agreement]

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BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as Purchaser Agent and Committed Purchaser

By: /s/ Maria Galvez    

Name: Maria Galvez

Title: Director – Global Trade Manager

By: /s/ Armen Semizian    

Name: Armen Semizian

Title: Managing Director – Credit Risk

[Signature Page to 27th Amendment to Receivables Transfer Agreement]

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CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, as Sustainability Co-ordinator

By: /s/ Marie-Laure Lepont    

Name: Marie-Laure Lepont

Title: Authorized Signatory

By: /s/ Frédéric Mazet    

Name: Frédéric Mazet

Title: Authorized Signatory

[Signature Page to 27th Amendment to Receivables Transfer Agreement]

Cover Page	Dec. 03, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 03, 2024
Entity Registrant Name	BUNGE GLOBAL SA
Entity Incorporation, State or Country Code	V8
Entity File Number	000-56607
Entity Tax Identification Number	98-1743397
Entity Address, Address Line One	Route de Florissant 13
Entity Address, City or Town	Geneva
Entity Address, Postal Zip Code	1206
City Area Code	314
Local Phone Number	292-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Registered Shares, $0.01 par value per share
Trading Symbol	BG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Address, Country	CH
Entity Central Index Key	0001996862
Amendment Flag	false
Document Information [Line Items]
Document Period End Date	Dec. 03, 2024

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