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 24, 2009
BUNGE
LIMITED
(Exact
name of Registrant as specified in its charter)
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):
¨ 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
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Entry
Into a Material Definitive
Agreement.
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On
November 24, 2009, Bunge Finance Europe B.V. (“BFE”), a wholly owned subsidiary
of Bunge Limited (“Bunge”), entered into an unsecured U.S. $600 million
revolving credit facility, dated November 24, 2009 (the “Revolving Credit
Facility”), with Fortis Bank (Nederland) N.V., as facility agent, and certain
lenders party thereto. The Revolving Credit Facility matures on April
16, 2011. BFE may use proceeds from borrowings under the Revolving
Credit Facility to fund intercompany advances to Bunge and/or certain Bunge
subsidiaries, repay outstanding indebtedness of BFE and pay expenses incurred in
connection with the Revolving Credit Facility and any pari passu indebtedness.
The Revolving Credit Facility will replace the existing $600 million Revolving
Facility Agreement, dated December 20, 2006 (the “Terminated Revolving Facility
Agreement”), among BFE, HSBC Bank plc, as facility agent, and certain lenders
party thereto, which will terminate on December 3, 2009. No
borrowings were outstanding under the Terminated Revolving Facility Agreement on
November 24, 2009.
Borrowings
under the Revolving Credit Facility will bear interest at LIBOR plus a margin,
which will vary from 1.50% to 3.75%, based on the senior
long-term unsecured debt ratings provided by Moody’s Investors Services
Inc. (“Moody’s”) and Standard & Poor’s Rating Services (“S&P”) of (a)
Bunge or (b) if Moody’s or S&P, as applicable, does not provide such a
rating of Bunge, then the Bunge Master Trust or (c) if Moody’s or S&P, as
applicable, does not provide such a rating of Bunge or the Bunge Master Trust,
then Bunge Limited Finance Corp. (the “Rating Level”). Amounts under
the Revolving Credit Facility that remain undrawn are subject to a commitment
fee payable quarterly in arrears at a rate of 40% of the margin specified above,
which will vary based on the Rating Level prevailing 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
November 24, 2009 (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 of $4 billion, a maximum consolidated adjusted net debt
to consolidated adjusted capitalization ratio of 0.635 to 1.0 and a minimum
current assets to current liabilities ratio of 1.1 to 1.0. 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.
Item
1.02.
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Termination
of a Material Definitive Agreement.
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The information set forth in Item 1.01
of this Current Report on Form 8-K with respect to the termination of the
Terminated Revolving Facility Agreement is hereby incorporated by reference in
this Item 1.02.
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.
Item
9.01
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Financial
Statements and Exhibits.
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10.1
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Revolving
Credit Facility, dated November 24,
2009
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10.2
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Guaranty,
dated November 24, 2009
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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
30, 2009
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BUNGE LIMITED |
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By: |
/s/ CARLA L. HEISS |
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Name: |
Carla L. Heiss |
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Title: |
Assistant General Counsel |
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EXHIBITS
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10.1
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Revolving
Credit Facility, dated November 24,
2009
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10.2
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Guaranty,
dated November 24, 2009
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