Bunge 8-K 2012
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Date of Report (Date of earliest event reported): June 12, 2012
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Item 8.01 Other Events
On June 12, 2012, 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 3.20% Senior Notes due 2017 (the Senior Notes), guaranteed by Bunge Limited, pursuant to an underwriting agreement entered into with Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and BNP Paribas Securities Corp., as representatives of the underwriters, dated June 12, 2012. The Senior Notes were issued pursuant to an indenture, dated June 15, 2012 (the Indenture), by and among BLFC, Bunge Limited and Union Bank, N.A., as trustee.
The Offering was made pursuant to a shelf registration statement on Form S-3 (Registration No. 333-172608) (the Registration Statement) filed by Bunge Limited and BLFC with the Securities and Exchange Commission. The net proceeds of the offering were approximately $594 million after deducting underwriting commissions and estimated offering expenses. BLFC intends to use the net proceeds from this offering for general corporate purposes, including, but not limited to, the repayment of outstanding indebtedness, which includes indebtedness under Bunge Limiteds 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 4.1 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.
Bunge issued a press release announcing the pricing of the Offering on June 12, 2012. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
ITEM 9.01. Financial Statements and Exhibits.
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 15, 2012