DEBT
The following table summarizes Bunge's short and long-term debt:
| | | | | | | | | | | |
| | December 31, |
| (US$ in millions) | 2024 | | 2023 |
Short-term debt and Current portion of long-term debt: | | | |
| Revolving credit facilities | $ | — | | | $ | — | |
Commercial paper program(1) | — | | | — | |
| | | |
| | | |
| Other short-term debt | 875 | | | 797 | |
| Total Short-term debt | 875 | | | 797 | |
| Current portion of long-term debt | 669 | | | 5 | |
Total Short-term debt and Current portion of long-term debt(3) | 1,544 | | | 802 | |
Long-term debt:(2) | | | |
Term loan due 2025 - SOFR plus 0.90%(4) | — | | | 750 | |
Term loan due 2027 - SOFR plus 1.125% | 250 | | | 250 | |
Term loan due 2028 - SOFR plus 1.325% | 250 | | | 249 | |
1.63% Senior Notes due 2025 | 599 | | | 598 | |
3.25% Senior Notes due 2026 | 699 | | | 698 | |
3.75% Senior Notes due 2027 | 598 | | | 597 | |
4.10% Senior Notes due 2028(5) | 397 | | | — | |
4.20% Senior Notes due 2029(5) | 793 | | | — | |
2.75% Senior Notes due 2031 | 993 | | | 991 | |
4.65% Senior Notes due 2034(5) | 790 | | | — | |
| Cumulative adjustment to long-term debt from application of hedge accounting | (269) | | | (260) | |
| Other long-term debt | 263 | | | 212 | |
Subtotal(6) | 5,363 | | | 4,085 | |
| Less: Current portion of long-term debt | (669) | | | (5) | |
Total Long-term debt(7) | 4,694 | | | 4,080 | |
| Total debt | $ | 6,238 | | | $ | 4,882 | |
(1)On April 12, 2024, Bunge increased the aggregate size of its existing commercial paper program by $1 billion to an aggregate of $2 billion.
(2)Variable interest rates are as of December 31, 2024.
(3)Includes secured debt of $187 million and $200 million at December 31, 2024 and 2023, respectively.
(4)On September 30, 2024, Bunge prepaid and terminated its 3-year term loan agreement due in 2025.
(5)See Viterra Acquisition Financing section within Note 17- Debt below for further details.
(6)The fair value (Level 2) of long-term debt, including current portion, is $5,373 million and $4,125 million at December 31, 2024, and 2023, respectively. The fair value of Bunge's long-term debt is calculated based on interest rates currently available on comparable maturities to companies with credit standing similar to that of Bunge.
(7)Includes secured debt of $131 million and $100 million at December 31, 2024 and 2023, respectively.
Prior to June 21, 2023, Bunge conducted most of its third-party financing activities through a centralized financing structure that included a master trust (the "Bunge Master Trust"). On June 21, 2023, Bunge terminated the Bunge Master Trust in accordance with a termination and lien release agreement in order to simplify the legal framework around its capital structure. Post termination of the Bunge Master Trust, Bunge continues to conduct most of its third-party financing activities centrally through 100% owned finance subsidiaries which carry full, unconditional guarantees of the parent company. In connection with the termination of the Bunge Master Trust, Bunge amended its existing credit agreements and related
guarantees to remove all references and provisions related to the Bunge Master Trust, as well as made amendments to certain credit facilities.
Short-term Debt
Bunge's short-term borrowings are typically sourced from various banking institutions and the U.S. commercial paper market. Bunge also borrows from time to time in local currencies in various foreign jurisdictions. Interest expense includes facility commitment fees, amortization of deferred financing costs, the impact of designated interest rate hedges, and charges on certain lending transactions. The weighted-average interest rate on short-term borrowings at December 31, 2024 and 2023 was 6.22% and 8.36%, respectively.
Revolving Credit Facilities
On March 1, 2024, Bunge entered into an unsecured $3.2 billion 5-year revolving credit agreement (the "$3.2 Billion Revolving Credit Agreement") with a group of lenders, maturing on March 1, 2029. Bunge may from time-to-time request one or more of the existing or new lenders to increase the total participations by an aggregate amount up to $1.5 billion, pursuant to an accordion provision. Current commitments in the aggregate amount of $1.95 billion are available to be drawn. Incremental commitments in the aggregate amount of $1.25 billion are available to be drawn on and after the date Bunge completes its acquisition of Viterra, subject to the satisfaction of certain conditions. Therefore, upon completion of the acquisition of Viterra, the total committed capacity will be an aggregate of $3.2 billion. The $3.2 Billion Revolving Credit Agreement replaced an existing $1.95 billion 5-year revolving credit agreement which was terminated on March 1, 2024. Borrowings bear interest at SOFR plus a SOFR adjustment and applicable margin as defined in the $3.2 Billion Revolving Credit Agreement. Bunge had no borrowings outstanding at December 31, 2024, and 2023, under the $3.2 Billion Revolving Credit Agreement and the predecessor agreement, respectively.
On March 1, 2024, Bunge exercised the accordion provision set forth in its existing unsecured $1.75 billion 3-year revolving facility agreement (as amended, the "$3.5 Billion Revolving Facility Agreement") in an aggregate amount of additional committed capacity of $1.75 billion which is available to be drawn on and after the date Bunge completes its acquisition of Viterra. Upon completion of the acquisition of Viterra, the total committed capacity will be an aggregate of $3.5 billion. The funding cost is also subject to certain premiums or discounts tied to certain sustainability criteria, including, but not limited to, SBTs that define Bunge’s climate goals within its operations and a commitment to a deforestation-free supply chain in 2025. The $3.5 Billion Revolving Credit Agreement matures on October 6, 2026. Borrowings under the $3.5 Billion Revolving Credit Agreement bear interest at SOFR plus a SOFR adjustment, which will vary from 0.05% to 0.25% based on the tenor of the interest period selected, plus a margin, which will vary from 0.25% to 0.90%, based on the senior long-term unsecured debt rating provided by Moody’s Investors Services Inc. ("Moody’s") and S&P Global Ratings ("S&P"). Bunge had no borrowings outstanding at December 31, 2024, and 2023, under the $3.5 Billion Revolving Facility Agreement and the predecessor agreement, respectively.
Further, on April 12, 2024, Bunge amended and restated its existing $1.1 billion 364-day revolving credit agreement (the "$1.1 Billion 364-day Revolving Credit Agreement") with a group of lenders, to extend the maturity date from June 19, 2024 to April 11, 2025. Bunge may from time-to-time request one or more of the existing or new lenders to increase the total participations under the $1.1 Billion 364-day Revolving Credit Agreement by an aggregate amount up to $250 million, pursuant to an accordion provision. Borrowings will bear interest at SOFR plus a SOFR adjustment and applicable margin as defined in the $1.1 Billion 364-day Revolving Credit Agreement. Bunge had no borrowings outstanding at December 31, 2024, and 2023, under the $1.1 Billion 364-day Revolving Credit Agreement and the predecessor agreement, respectively.
Bunge had no borrowings outstanding at December 31, 2024, and 2023, under the unsecured $865 million Revolving Credit Facility (the "$865 Million 2026 Facility") with a group of lenders, set to mature on October 29, 2026. Borrowings will bear interest at SOFR plus a credit spread adjustment and applicable margin, as defined in the $865 Million 2026 Facility.
Borrowings under the committed revolving credit facilities described above typically have an original maturity of three months or less, resulting in net presentation of proceeds and repayments of short-term debt in the consolidated statements of cash flows.
At December 31, 2024 and 2023, Bunge had $5,665 million, unused and available committed borrowing capacity comprising committed revolving credit facilities with a number of financial institutions.
Commercial Paper Program
On April 12, 2024, Bunge increased the aggregate size of its existing commercial paper program by $1 billion to an aggregate of $2 billion (the "$2 Billion Commercial Paper Program"). The $2 Billion Commercial Paper Program has no maturity date. Borrowings under the $2 Billion Commercial Paper Program typically have an original maturity of three months or less, resulting in net presentation of proceeds and repayments of short-term debt in the consolidated statements of cash flows.
Other Short-term Debt
In addition to the committed facilities discussed above, from time to time, Bunge Global SA and/or its financing subsidiaries may enter into uncommitted bilateral short-term credit lines as necessary based on its financing requirements. At December 31, 2024 and 2023, there were no borrowings outstanding under these bilateral short-term credit lines. Loans under such credit lines are non-callable by the respective lenders. In addition, Bunge's operating companies had $875 million and $797 million in short-term borrowings outstanding from local bank lines of credit at December 31, 2024 and 2023, respectively, to support working capital requirements. The original maturity of borrowings under uncommitted bilateral credit lines and local bank lines of credit varies based upon the Company's financing objectives. As a result, proceeds and repayments of such credit lines may be presented on a net basis, or separately, in the consolidated statements of cash flows as dictated by the borrowing's original maturity.
Viterra Acquisition Financing
As described in Note 2- Acquisitions and Dispositions, Bunge secured a total of $8.0 billion in Acquisition Financing in the form of a $7.7 billion financing commitment from a consortium of lenders, arranged by Sumitomo Mitsui Banking Corporation and a $300 million 5-year delayed draw term loan from CoBank and the U.S. farm credit system executed July 7, 2023 that may be drawn upon the closing of the Acquisition. As a result of the Senior Notes issuance discussed further below, the $7.7 billion financing commitment has been reduced to $5.7 billion. The $5.7 billion financing commitment is in the form of a three tranche term loan maturing 364-days, 2-years and 3-years from closing of the Acquisition.
Senior Notes - On September 17, 2024, Bunge completed the sale and issuance of (i) $400 million aggregate principal amount of 4.100% senior notes due 2028, (ii) $800 million aggregate principal amount of 4.200% senior notes due 2029, and (iii) $800 million aggregate principal amount of 4.650% senior notes due 2034. Collectively, the three tranches of Senior Notes total an aggregate principal amount of $2.0 billion. The Senior Notes are fully and unconditionally guaranteed by Bunge. The offering was made pursuant to a shelf registration statement on Form S-3 (Registration No. 333-282003) filed by the Company and its 100% owned finance subsidiary, BLFC, with the U.S. Securities and Exchange Commission. The net proceeds of the offering were approximately $1.98 billion after deducting underwriting commissions, the original issue discount, and offering fees and expenses payable by Bunge. The net proceeds from the offering are expected to be used to fund a portion of the cash consideration for Bunge's Acquisition of Viterra and to repay a portion of certain Viterra debt to be assumed in connection with the Acquisition, including, in each case, related fees and expenses, and, with any remaining amounts, for general corporate purposes. The Senior Notes are subject to a special mandatory redemption at a price equal to 101% of the aggregate principal amount, plus accrued and unpaid interest, under certain circumstances, including if the Acquisition of Viterra is not consummated or the Acquisition is not consummated by an agreed upon date per the terms of the Business Combination Agreement.
Exchange Offers and Consent Solicitations of Viterra Notes - On September 9, 2024, Bunge announced that, in connection with its pending Acquisition of Viterra, Bunge's 's wholly-owned subsidiary, BLFC, commenced US Exchange Offers to exchange all outstanding notes of certain series (the "Existing USD Viterra Notes") issued by VFBV and guaranteed by Viterra and Viterra B.V., for up to $1.95 billion aggregate principal amount of new notes issued by BLFC and guaranteed by Bunge.
Concurrently with the US Exchange Offers, BLFC successfully solicited consents, on behalf of VFBV, and VFBV amended the respective indentures governing the Existing USD Viterra Notes on September 23, 2024 to, among other things, eliminate certain of the covenants, restrictive provisions and events of default, and modify or amend certain other provisions, including unconditionally releasing and discharging the guarantees by each of Viterra and Viterra B.V.
In addition, in the third quarter of 2024, Viterra commenced the European Consent Solicitation to amend the indenture governing VFBV's outstanding 500 million Euro aggregate principal amount of 0.375% senior unsecured notes due 2025 and outstanding 700 million Euro aggregate principal amount of 1.000% senior unsecured notes due 2028 (collectively, the "Existing Euro Viterra Notes") to, among other things, substitute the issuer and guarantors of such notes with BFE, a wholly
owned finance subsidiary of Bunge, as issuer, and Bunge as guarantor. The resolutions to effect such amendments have been passed by the requisite number of noteholders.
The US Exchange Offers and European Consent Solicitation are conditioned, among other things, upon the consummation of the Acquisition. For this reason, the Existing USD Viterra Notes and Existing Euro Viterra Notes are not recognized on Bunge's condensed consolidated balance sheet, until consummation of the Acquisition.
Long-term Debt
Certain property, plant and equipment, and investments in consolidated subsidiaries having a net carrying value of approximately $170 million at December 31, 2024 have been mortgaged or otherwise collateralized against long-term debt, including current portion, of $139 million at December 31, 2024.
Principal Maturities—Principal maturities of long-term debt at December 31, 2024 are as follows:
| | | | | |
| (US$ in millions) | |
| 2025 | $ | 690 | |
| 2026 | 720 | |
| 2027 | 907 | |
| 2028 | 659 | |
| 2029 | 805 | |
| Thereafter | 1,882 | |
Total (1) | $ | 5,663 | |
(1)Includes components of long-term debt attributable to unamortized debt issuance costs of $32 million and excludes components of long-term debt attributable to fair value hedge accounting of $269 million. Includes principal maturities of long-term debt attributable to finance leases, see Note 25- Leases for a separate breakout of finance lease maturities.
During the years ended December 31, 2024, 2023, and 2022, Bunge paid interest, net of interest capitalized, of $434 million, $507 million, and $403 million, respectively.