-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KF1NkFzeQRSc9Rm47Ulbj1sQfQ4//30XHlEPADqKRXdbc0BwtZKl6M/AimACzeEA lUK6WEmC9qDqjPeUI5GqdA== 0000947871-05-001131.txt : 20050524 0000947871-05-001131.hdr.sgml : 20050524 20050524163021 ACCESSION NUMBER: 0000947871-05-001131 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050520 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050524 DATE AS OF CHANGE: 20050524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bunge LTD CENTRAL INDEX KEY: 0001144519 STANDARD INDUSTRIAL CLASSIFICATION: FATS & OILS [2070] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16625 FILM NUMBER: 05854630 BUSINESS ADDRESS: STREET 1: 50 MAIN STREET STREET 2: 6TH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10606 BUSINESS PHONE: 914-684-2800 MAIL ADDRESS: STREET 1: 50 MAIN STREET STREET 2: 6TH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10606 FORMER COMPANY: FORMER CONFORMED NAME: BUNGE LTD DATE OF NAME CHANGE: 20010710 8-K 1 f8k_052005.txt CURRENT REPORT 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): May 20, 2005 BUNGE LIMITED (Exact name of Registrant as specified in its charter) Bermuda 001-16625 98-0231912 (State or other jurisdiction Commission File Number (I.R.S. Employer of incorporation) Identification Number) 50 Main Street 10606 White Plains, New York (Zip code) (Address of principal executive offices) (914) 684-2800 (Registrant's telephone number, including area code) N.A. (Former name or former address, if changes since last report) Item 1.01 Entry into a Material Definitive Agreement On May 20, 2005, Bunge Finance Europe B.V., a wholly owned subsidiary of the registrant, obtained an extension of the term of the Facility A revolving credit facility (the "Facility") under its existing $650,000,000 Multicurrency Revolving Facilities Agreement, as amended (the "Facilities Agreement") among Bunge Finance Europe B.V., as borrower, the Lenders party thereto, BNP Paribas, CCF and Societe Generale as Lead Arrangers and HSBC Bank plc as Agent. The amount of the Facility being extended is $455,000,000. Bunge Finance Europe B.V. previously cancelled the $195,000,000 Facility B revolving credit facility under the Facilities Agreement effective July 30, 2004. Subject to certain conditions stated in the Facilities Agreement (including the absence of any default or event of default and the accuracy of certain representations and warranties), the borrower may borrow, repay and reborrow amounts under the Facility at any time during the term of the Facilities Agreement. This is the second extension of the Facility under the Facilities Agreement, which allows for two extensions of 364 days each. As a result of the extension, the final maturity date of the Facility will now be May 24, 2006. The terms and conditions of the Facilities Agreement remain unchanged, including the guarantee of Bunge Finance Europe B.V.'s obligations under the Facilities Agreement by the registrant (see Exhibit 4.8 to the registrant's 2003 Annual Report on Form 20-F and Exhibit 10.3 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004). As of March 31, 2005, approximately $88.4 million was outstanding under the Facility. From time to time, certain of the Lenders under the Facilities Agreement provide financial services to the registrant and its subsidiaries, including customary commercial and investment banking services. A copy of the extension letter is attached hereto as Exhibit 99.1. The attached Exhibit 99.1 is furnished in its entirety pursuant to this Item 1.01. Item 9.01 Financial Statements and Exhibits (a) None (b) None (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Extension Letter, dated May 20, 2005, from HSBC Bank plc regarding the extension of the Multicurrency Revolving Facilities Agreement. 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: May 24, 2005 BUNGE LIMITED By: /s/ CARLA L. HEISS ---------------------------- Name: Carla L. Heiss Title: Assistant General Counsel EX-99.1 2 ex99-1_052005.txt EXHIBIT 99.1 [HSBC LOGO] 20 May 2005 CTLA/Bunge/Patel Direct Fax: +44 207 991 4351 Direct Tel: +44 207 991 9779 nimita.patel@hsbcib.com Bunge Finance Europe B.V. 11720 Borman Drive St Louis Missouri 63146 USA For the attention of Kay Clifford cc. by fax : 00 1 314 291 2530 Dear Sirs, Bunge Finance Europe BV EUR650,000,000.00 multicurrency revolving facilities agreement dated 28 May 2003 as amended on 26 May 2004 ("the Agreement") Re: Extension of Final Maturity Date We write in our capacity as Agent under the Agreement. Terms defined in the Agreement shall, unless otherwise specifically defined herein, have the same meaning when used in this letter. In accordance with Clause 3 'Extension of Facility' of the Agreement and your extension request dated 12 April 2005, we are pleased to inform you that we have received consent from the Lenders to extend the Final Maturity Date under Facility A for a further 364 days to 24 May 2006. The Commitments under Facility A will remain at EUR455,000,000.00 (Euros four hundred and fifty five million) as detailed in Schedule 2 'The Original Lenders'. For the avoidance of doubt, all other Terms and Conditions within the above-mentioned Agreement will remain unchanged. Yours faithfully, For and on behalf of HSBC Bank plc As Agent /s/ NIMITA PATEL - -------------------------------------------------------------------------------- To: HSBC Bank plc, as Agent Attention: Nimita Patel Fax No: +44 20 7991 4351 We acknowledge receipt of the above. Signed /s/ MORRIS KALEF Dated May 20, 2005 --------------------- ------------------------- For Bunge Finance Europe BV and Bunge Limited HSBC Bank plc Corporate, Investment Banking and Markets HSBC Securities Services Corporate Trust & Loan Agency Level 24, 8 Canada Square, London E14 5HQ Tel: +44 20 7991 8888 Fax: +44 20 7992 4761 Registered in England number 14259. Registered Office: 8 Canada Square, London E14 5HQ Authorised and regulated by the Financial Services Authority. [HSBC LOGO] SCHEDULE 2 THE ORIGINAL LENDERS Name of Original Lender Facility A Commitment CDC IXIS 35,000,000.00 BNP Paribas S.A. 24,500,000.00 HSBC Bank plc 24,500,000.00 Societe Generale 24,500,000.00 WestLB AG 24,500,000.00 Barclays Bank PLC 22,750,000.00 Natexis Banques Populaires 21,000,000.00 ABN AMRO Bank N.V. Frankfurt Branch 18,500,000.00 Bayerische Hypo-und Vereinsbank AG, Munich 18,500,000.00 Fortis Bank (Nederland) N.V 18,500,000.00 ING Bank N.V. 18,500,000.00 BBVA Ireland plc 17,500,000.00 Credit Agricole S.A. 17,500,000.00 Raiffeisen Zentralbank Oesterreich AG 17,500,000.00 Banca Nazionale del Lavoro, New York Branch 15,000,000.00 Cooperatieve Centrale Raiffeisen- 15,000,000.00 Boerenleenbank B.A. trading as Rabobank International London Branch Landesbank Rheinland-Pfalz-Girozentrale 14,000,000.00 Sanpaolo IMI S.p.A. 13,500,000.00 KBC Bank N.V 11,500,000.00 Kreditanstalt fur Wiederaufbau 9,750,000.00 Scotiabank Europe plc 9,750,000.00 Standard Chartered Bank PLC 9,750,000.00 ANZEF Limited 8,750,000.00 Banca Commerciale Italiana (France) S.A. 8,750,000.00 Credit Suisse 8,750,000.00 Banque Artesia Nederland N.V. 8,000,000.00 Banca Monte dei Paschi S.p.A., New York Branch 7,000,000.00 Morgan Stanley Bank 5,250,000.00 State Bank of India, Antwerp 3,500,000.00 BRED Banque Populaire, Paris 3,500,000.00 TOTALS: 455,000,000.00 HSBC Bank plc Corporate, Investment Banking and Markets HSBC Securities Services Corporate Trust & Loan Agency Level 24, 8 Canada Square, London E14 5HQ Tel: +44 20 7991 8888 Fax: +44 20 7992 4761 Registered in England number 14259. Registered Office: 8 Canada Square, London E14 5HQ Authorised and regulated by the Financial Services Authority. -----END PRIVACY-ENHANCED MESSAGE-----