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): November 19, 2007

BUNGE LIMITED

(Exact name of Registrant as specified in its charter)

 

 

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):

 

 

 

 

 

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On November 19, 2007, Bunge Limited Finance Corp. (“BLFC”), a wholly owned subsidiary of Bunge Limited (“Bunge”), entered into an unsecured U.S. $1,000,000,000 Revolving Credit Agreement (the “Credit Agreement”) among BLFC, as borrower, Citibank, N.A., as syndication agent, BNP Paribas, as a documentation agent, CoBank, ACB, as a documentation agent, Fortis Capital Corp., as a documentation agent, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders party thereto. The Credit Agreement provides for borrowings in both U.S. dollars and Euros in an aggregate U.S. dollar equivalent principal amount of up to $1,000,000,000. The Credit Agreement terminates on November 18, 2008. Borrowings under the Credit Agreement may be used to fund intercompany advances made to certain Bunge subsidiaries and repay outstanding indebtedness of BLFC from time to time.

Borrowings under the Credit Agreement will bear interest at LIBOR plus a margin, ranging from 0.575% to 1.250% or the alternate base rate then in effect plus a margin ranging from 0.00% to 0.25%.  In either case, the margin will vary based on the higher of the senior long-term unsecured debt rating that Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Rating Services (“S&P”) provides of (i) Bunge or (ii) if Moody’s or S&P, as applicable, does not provide such a rating of Bunge, then the Bunge Master Trust or (iii) if Moody’s or S&P, as applicable, does not provide such a rating of Bunge or the Bunge Master Trust, then BLFC. Amounts under the Credit Agreement that remain undrawn are subject to a commitment fee payable quarterly on the average undrawn portion of the Credit Agreement at rates ranging from 0.06% to 0.20%, which will also vary based on the senior long-term unsecured debt rating as described in the preceding sentence.

The Credit Agreement contains certain customary representations and warranties and affirmative and negative covenants, including certain limitations on the ability of BLFC, 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 BLFC under the Credit Agreement are guaranteed by Bunge pursuant to a Guaranty Agreement, dated November 19, 2007 (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 Credit Agreement 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 Credit Agreement 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 Credit Agreement and/or their affiliates provide financial services to Bunge, BLFC and other subsidiaries of Bunge.

 

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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.

 

 

(d)  Exhibits

 

 

 

 

 

 

 

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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.

Dated: November 21, 2007

 

 

 

 

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EXHIBITS