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): March 28, 2008
BUNGE
LIMITED
(Exact
name of Registrant as specified in its charter)
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Bermuda
(State
or other jurisdiction
of
incorporation)
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001-16625
Commission
File Number
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98-0231912
(IRS
Employer
Identification
No.)
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50
Main Street
White
Plains, New York
(Address
of principal executive offices)
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10606
(Zip
code)
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(914)
684-2800
(Registrant’s
telephone number, including area code)
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N.A.
(Former
name or former address, if changed since last
report)
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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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 March 28, 2008, Bunge Finance Europe
B.V. (“BFE”), a wholly owned subsidiary of Bunge Limited (“Bunge”), entered into
an unsecured U.S. $650.0 million revolving credit facility, dated March 28, 2008
(the “Revolving Credit Facility”), with Fortis Bank (Nederland) N.V., as
facility agent, and certain lenders party thereto. The Revolving
Credit Facility provides for borrowings for a period of three years from the
date of the initial borrowing, which may occur no later than April 28,
2008. 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 0.65% to 1.50%,
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 in arrears at a rate of 35% 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 such 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 March 28, 2008 (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 level, 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.
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Item
2.03
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Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
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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.
Cautionary
Statement Concerning Forward-Looking Statements
This report contains both historical
and forward-looking statements. All statements, other than statements
of historical fact are, or may be deemed to be, forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements are not based on historical facts, but rather reflect
our current expectations and projections about our future results, performance,
prospects and opportunities. We have tried to identify these
forward-looking statements by using words including “may,” “will,” “expect,”
“anticipate,” “believe,” “intend,” “estimate,” “continue” and similar
expressions. These forward-looking statements are subject to a number
of risks, uncertainties and other factors that could cause our actual results,
performance, prospects or opportunities, as well as those of the markets we
serve or intend to serve, to differ materially from those expressed in, or
implied by, these forward-looking statements. The following important
factors, among others, could affect our business and financial performance: our
ability to complete, integrate and benefit from acquisitions, divestitures,
joint ventures and strategic alliances; estimated demand for the commodities and
other products that we sell and use in our business; industry conditions,
including the cyclicality of the agribusiness industry and unpredictability of
the weather; agricultural, economic and political conditions in the primary
markets where we operate; and other economic, business, competitive and/or
regulatory factors affecting our business generally. The
forward-looking statements included in this report are made only as of the date
of this report, and except as otherwise required by federal securities law, we
do not have any obligation to publicly update or revise any forward-looking
statements to reflect subsequent events or circumstances.
Item
9.01 Financial Statements and
Exhibits
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10.1
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Revolving Credit
Facility |
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: March 31,
2008
BUNGE
LIMITED
By: /s/ Carla
L.
Heiss
Name: Carla
L. Heiss
Title: Assistant
General Counsel
EXHIBITS
| 10.1 |
Revolving
Credit Facility |