UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2006
BUNGE LIMITED
(Exact name of Registrant as specified in its charter)
Bermuda 001-16625 98-0231912
(State or other jurisdiction Commission File Number (I.R.S. Employer Identification
of incorporation) Number)
50 Main Street 10606
White Plains, New York (Zip code)
(Address of principal executive offices)
(914) 684-2800
(Registrant's telephone number, including area code)
N.A.
(Former name or former address, if changes 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):
[ ] 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))
Item 1.01 Entry Into a Material Definitive Agreement
On December 20, 2006, Bunge Finance Europe B.V. ("BFE"), a wholly owned
subsidiary of Bunge Limited ("Bunge"), entered into an unsecured U.S. $600.0
million revolving credit facility, dated December 20, 2006 (the "Revolving
Credit Facility"), with HSBC Bank plc, as facility agent, BNP Paribas, as
documentation agent, and certain lenders party thereto. The Revolving Credit
Facility provides for borrowings in an aggregate amount of up to U.S. $600.0
million beginning on January 1, 2007 for a period of three years from the date
of the initial borrowing under the Revolving Credit Facility, which may occur no
later than January 31, 2007. Borrowings under the Revolving Credit Facility may
be used for general corporate purposes.
Borrowings under the Revolving Credit Facility will bear interest at LIBOR
plus a margin, ranging from 0.425% to .085%, which will vary based on the
credit ratings of Bunge's long-term unsecured debt by Moody's Investors Services
Inc. ("Moody's) and Standard & Poor's Rating Services ("S&P") at the time of a
borrowing. Amounts under the Revolving Credit Facility that remain undrawn are
subject to a commitment fee payable quarterly on the undrawn portion of the
Revolving Credit Facility at rates ranging from 35% to 40% of the margin
specified above, which will vary based on the credit ratings of Bunge's
long-term unsecured debt by Moody's and S&P at each quarterly payment date.
The Revolving Credit Facility contains certain customary representations
and warranties and affirmative and negative covenants, including certain
limitations on the ability of BFE, among other things, to incur liens, incur
indebtedness, sell or transfer assets or receivables or engage in mergers,
consolidations, amalgamations or joint ventures, and customary events of
default.
The obligations of BFE under the Revolving Credit Facility are guaranteed
by Bunge pursuant to a guaranty agreement, dated December 20, 2006 (the
"Guaranty"). The Guaranty contains certain customary representations and
warranties and affirmative and negative covenants. The Guaranty requires Bunge
to maintain a minimum consolidated net worth ratio, a maximum consolidated
adjusted net debt to consolidated adjusted capitalization ratio and a minimum
current assets to current liabilities ratio. The Guaranty also includes certain
limitations on the ability of Bunge to incur liens, engage in merger,
consolidation or amalgamation transactions or sell or otherwise transfer all or
substantially all of its property, business or assets.
The Revolving Credit Facility and the Guaranty are included as Exhibit 10.1
and Exhibit 10.2 hereto and are incorporated by reference herein. The foregoing
descriptions of the Revolving Credit Facility and the Guaranty do not purport to
be complete and are qualified in their entirety by reference to the full text of
those documents.
From time to time, certain of the lenders under the Revolving Credit
Facility and/or their affiliates provide financial services to Bunge, BFE and
other subsidiaries of Bunge,
including commercial and investment banking services, for which they receive
customary compensation.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement
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
(a) None
(b) None
(c) None
(d) Exhibits.
Exhibit No. Description
----------- -----------
10.1 Facility Agreement, dated December 20, 2006
10.2 Guaranty, dated December 20, 2006
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: December 22, 2006
BUNGE LIMITED
By: /s/ Carla L. Heiss
--------------------------------
Name: Carla L. Heiss
Title: Assistant General Counsel
EXHIBITS
Exhibit No. Description
----------- -----------
10.1 Facility Agreement, dated December 20, 2006
10.2 Guaranty, dated December 20, 2006