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 18, 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))
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Item
1.01
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Entry
Into a Material Definitive
Agreement
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On
November 18, 2008, Bunge Limited Finance Corp. (“BLFC”), a wholly owned
subsidiary of Bunge Limited (“Bunge”), entered into an unsecured U.S.
$850,000,000 Revolving Credit Agreement (the “Credit Agreement”) among BLFC, as
borrower, Citibank, N.A., as syndication agent, BNP Paribas, as a documentation
agent, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders
party thereto. The Credit Agreement provides for borrowings of up to U.S.
$850,000,000. Subject to obtaining commitments from existing or new
lenders and satisfying other conditions in the Credit Agreement, BLFC may
increase the aggregate commitments under the Credit Agreement to U.S. $1
billion. The Credit Agreement matures on November 17,
2009. Borrowings under the Credit Agreement may be used to fund
intercompany advances made to Bunge and/or certain Bunge subsidiaries, repay
outstanding pari passu indebtedness of BLFC from time to time and pay expenses
incurred in connection with the Credit Agreement and any such other outstanding
pari passu indebtedness. The Credit Agreement replaces the existing
U.S. $1 billion Revolving Credit Agreement, dated as of November 19, 2007 (the
“Terminated Credit Agreement”), among BLFC, as borrower, Citibank, N.A., as
syndication agent, BNP Paribas, CoBank, ACB and Fortis Capital Corp., as
documentation agents, JPMorgan Chase Bank, N.A., as administrative agent, and
certain lenders party thereto, which terminated in accordance with its terms on
November 18, 2008. No loans were outstanding under the Terminated
Credit Agreement as of the date of its termination.
Borrowings
under the Credit Agreement will bear interest, at BLFC’s option, at LIBOR plus
the Applicable Margin (defined below) or the alternate base rate then in effect
plus the Applicable Margin minus 1.00%. The margin applicable
to either a LIBOR or an alternate base rate borrowing (the “Applicable Margin”)
will be based on the greater of (i) a per annum floor rate that varies between
1.25% and 3.00% 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 (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 BLFC (the “Rating Level”) and
(ii) a per annum rate calculated as a percentage of the Markit CDX.NA.IG Series
11 five year credit default swap index (or any successor index thereof) that
varies between 60% and 150% based on the Rating Level. 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 0.20% to 0.50%, which will also vary based on the Rating
Level.
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 18, 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 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.
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.
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.
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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.
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Item
9.01
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Financial
Statements and Exhibits.
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10.1
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Revolving
Credit Agreement, dated November 18,
2008
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10.2
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Guaranty,
dated November 18, 2008
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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
19, 2008
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BUNGE
LIMITED |
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By:
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/s/ CARLA
L. HEISS |
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Name:
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Carla L.
Heiss |
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Title:
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Assistant General
Counsel |
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EXHIBITS
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10.1
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Revolving
Credit Agreement, dated November 18,
2008
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10.2
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Guaranty,
dated November 18, 2008
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