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):  June 4, 2009

 

BUNGE LIMITED
(Exact name of Registrant as specified in its charter)

 

 

(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):

 

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 8.01

Other Events

 

On June 9, 2009, Bunge Limited Finance Corp. (“BLFC”), a 100%-owned finance subsidiary of Bunge Limited, completed the sale and issuance (the “Offering”) of $600 million aggregate principal amount of 8.50% Senior Notes due 2019 (the “Senior Notes”), guaranteed by Bunge Limited, pursuant to an underwriting agreement entered into with J.P. Morgan Securities Inc., BNP Paribas Securities Corp., HSBC Securities (USA) Inc., and  RBS Securities Inc., as representatives of the underwriters, dated June 4, 2009.  The Senior Notes were issued pursuant to an indenture, dated June 9, 2009 (the “Indenture”), by and among BLFC, Bunge Limited and U.S. Bank National Association, as trustee.

 

The Offering was made pursuant to a shelf registration statement on Form S-3 (Registration No. 333-138662) (the “Registration Statement”) filed by Bunge Limited and BLFC with the Securities and Exchange Commission.  The net proceeds of the offering were approximately $595 million after deducting underwriting commissions and estimated offering expenses.  BLFC intends to use the net proceeds of this offering to repay outstanding indebtedness of Bunge Limited and its subsidiaries, including indebtedness under Bunge Limited’s commercial paper program and revolving credit facilities.

 

The Underwriting Agreement, the Indenture and the opinion relating to the validity of the Senior Notes and the related guarantee have been filed as Exhibit 1.1, Exhibit 4.9 and Exhibit 5.1, respectively, to this Current Report on Form 8-K and each is incorporated by reference into this Report and the Registration Statement.

 

ITEM 9.01.	Financial Statements and Exhibits.
(d)	Exhibits

 

Exhibit No.		Description
1.1		Underwriting Agreement, dated June 4, 2009, by and among Bunge Limited Finance Corp., Bunge Limited, J.P. Morgan Securities Inc., BNP Paribas Securities Corp., HSBC Securities (USA) Inc., and RBS Securities Inc.
4.9		Indenture, dated June 9, 2009, by and among Bunge Limited Finance Corp., Bunge Limited and U.S. Bank National Association (including the form of Senior Note)
5.1		Opinion of Reed Smith LLP as to the validity of the Senior Notes of Bunge Limited Finance Corp. and the related Guarantee by Bunge Limited

 

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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: June 9, 2009
	BUNGE LIMITED
		By:	/s/ Carla L. Heiss
		Name:		Carla L. Heiss
		Title:		Assistant General Counsel

 

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EXHIBITS

 

Exhibit No.		Description
1.1		Underwriting Agreement, dated June 4, 2009, by and among Bunge Limited Finance Corp., Bunge Limited, J.P. Morgan Securities Inc., BNP Paribas Securities Corp., HSBC Securities (USA) Inc., and RBS Securities Inc.
4.9		Indenture, dated June 9, 2009, by and among Bunge Limited Finance Corp., Bunge Limited and U.S. Bank National Association (including the form of Senior Note)
5.1		Opinion of Reed Smith LLP as to the validity of the Senior Notes of Bunge Limited Finance Corp. and the related Guarantee by Bunge Limited

 

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