8-K

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 27, 2010

BUNGE LIMITED

(Exact name of Registrant as specified in its charter)

Bermuda (State or other jurisdiction of incorporation) 001-16625 Commission File Number 98-0231912 (I.R.S. Employer Identification
Number)

50 Main Street White Plains, New York (Address of principal executive offices) 10606 (Zip code)

(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):

¨ 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 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, on January 26, 2010, Bunge Limited (“Bunge”), and two of its wholly owned subsidiaries, Bunge Brasil Holdings B.V. (“BBH”) and Bunge Fertilizantes S.A. (“BFE” and, together with BBH, the “Sellers”), entered into a Share Purchase and Sale Agreement and Other Covenants (as amended, the “Purchase Agreement”) with Vale S.A. (“Vale”) and Mineração Naque S.A., an affiliate of Vale (the “Buyer”), pursuant to which the Buyer agreed to acquire Bunge’s fertilizer nutrients assets in Brazil through the acquisition of all the outstanding shares of Bunge Participações e Investimentos S.A. (“BPI”) (the “Transaction”).

The closing of the Transaction occurred on May 27, 2010.  The aggregate purchase price for the Transaction was approximately $3.9 billion in cash.  Net proceeds after taxes, transaction fees and expenses are expected to be approximately $3.5 billion.  The purchase price is subject to a post-closing adjustment to reflect differences in BPI’s net debt and working capital between December 31, 2009 and the closing date.

The parties, or their respective affiliates, entered into several ancillary agreements, including a transition services agreement and a supply agreement pursuant to which the Buyer will supply BFE with certain phosphate fertilizer products for use by BFE in its retail fertilizer business that is not being sold pursuant to the Transaction.

The foregoing descriptions of the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement.  The Purchase Agreement was filed as Exhibit 2.1 to Bunge’s Annual Report on Form 10-K for the year ended December 31, 2009 and is incorporated herein by reference.

Item 8.01 Other Events.

On May 27, 2010, Bungeissued a press release announcing the closing of the Transaction.  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.

(b)           Pro Forma Financial Information

The unaudited pro forma consolidated financial information of Bunge for the year ended December 31, 2009, and as of and for the three-month period ended March 31, 2010, giving effect to the Transaction are filed as Exhibit 99.2 to this Current Report on Form 8-K.

(d)           Exhibits

Exhibit No.	Description
99.1	Press Release, dated May 27, 2010.
99.2	Unaudited Pro Forma Consolidated Financial Information of Bunge Limited for the year ended December 31, 2009, and as of and for the three-month period ended March 31, 2010.

Cautionary Statement Concerning Forward-Looking Statements

This document contains both historical and forward-looking statements.  All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These forward-looking statements are not based on historical facts, but rather reflect our current expectations and projections about our future results, performance, prospects and opportunities.  We have tried to identify these forward-looking statements by using words including “may,” “will,” “should,” “could,” “expect,” “anticipate,” & #8220;believe,” “plan,” “intend,” “estimate,” “continue” and similar expressions.  These forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.  The following important factors, among others, could affect our business and financial performance: industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products used in our business, fluctuations in energy and freight costs and competitive developments in our industries; the effects of weather conditions and the outbreak of crop and animal disease on our business; global and regional agricultural, economic, financial and commodities market, political, social and health conditions; the outcome of pending regulat ory and legal proceedings; our ability to complete, integrate and benefit from acquisitions, dispositions, joint ventures and strategic alliances, including the transactions discussed herein; changes in government policies, laws and regulations affecting our business, including agricultural and trade policies, tax regulations and biofuels legislation; and other factors affecting our business generally.  The forward-looking statements included herein are made only as of the date hereof, and except as otherwise required by federal securities law, we do not have any obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

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 3, 2010

BUNGE LIMITED
By: /s/	Carla L. Heiss
	Name:	Carla L. Heiss
	Title:	Assistant General Counsel and Assistant Secretary

EXHIBITS

Exhibit No.	Description
99.1	Press Release, dated May 27, 2010.
99.2	Unaudited Pro Forma Consolidated Financial Information of Bunge Limited for the year ended December 31, 2009 and as of and for the three-month period ended March 31, 2010.

EX-99.1

Exhibit 99.1

Bunge Limited Completes Sale of

Brazilian Fertilizer Nutrients Assets to Vale

White Plains, NY – May 27, 2010 – Bunge Limited (Bunge) (NYSE: BG) today announced that it has successfully completed the previously announced sale of its Brazilian fertilizer nutrients assets in Brazil to Vale S.A. (Vale) (NYSE: VALE), including its 42.3% interest in Fertilizantes Fosfatados S.A. (Fosfertil). Net proceeds after taxes, transaction fees and expenses are approximately $3.5 billion, subject to certain post-closing adjustments.

Alberto Weisser, Bunge’s Chairman and Chief Executive Officer stated, “We’re pleased to have successfully concluded the sale of our Brazilian nutrients assets, allowing us to realize the significant value we built in this business over the years. Proceeds from the transaction provide us with the financial flexibility to redeploy capital for growth and improve our financial profile. In the near term, we’ll use approximately $1.5 billion to pay down a portion of our debt and will continue to focus on other opportunities to enhance shareholder value.”

About Bunge Limited

Bunge Limited (www.bunge.com, NYSE: BG) is a leading global agribusiness and food company with approximately 32,000 employees in more than 30 countries. Bunge buys, sells, stores and transports oilseeds and grains to serve customers worldwide; processes oilseeds to make protein meal for animal feed and edible oil products for commercial customers and consumers; produces sugar and ethanol from sugarcane; mills wheat and corn to make ingredients used by food companies; and sells fertilizer in North and South America. Founded in 1818, the company is headquartered in White Plains, New York.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains both historical and forward-looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including any statements related to the intended use of proceeds from the sale of our fertilizer nutrients assets. These forward-looking statements are not based on historical facts, but rather reflect our current expectations and projections about our future results, performance, prospects and opportunities. We have tried to identify these forward-looking statements by using words including “may,” “will,” “should,” “could,” “expect,” “anticipate ,” “believe,” “plan,” “intend,” “estimate,” “continue” and similar expressions. These forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. The following important factors, among others, could affect our business and financial performance: industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products used in our business, fluctuations in energy and freight costs and

competitive developments in our industries; the effects of weather conditions and the outbreak of crop and animal disease on our business; global and regional agricultural, economic, financial and commodities market, political, social and health conditions; the outcome of pending regulatory and legal proceedings; our ability to complete, integrate and benefit from acquisitions, including the transaction discussed herein, dispositions, joint ventures and strategic alliances; changes in government policies, laws and regulations affecting our business, including agricultural and trade policies, tax regulations and biofuels legislation; and other factors affecting our business generally. The forward-looking statements included in this release are made only as of the date of this release, and except as otherwise required by federal securities law, we do not have any obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

EX-99.2

Exhibit 99.2

BUNGE LIMITED

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

On January 26, 2010, Bunge Limited (“Bunge”) and two of its wholly owned subsidiaries entered into a definitive sale and purchase agreement (as amended, the “Agreement”) with Vale S.A., a Brazil-based global mining company (“Vale”) and an affiliate of Vale, pursuant to which Vale agreed to acquire Bunge’s fertilizer nutrients assets in Brazil, including its interest in Fertilizantes Fosfatados S.A. (“Fosfertil”), for approximately $3.9 billion in cash (the “Transaction”). The consideration is subject to a post-closing adjustment based on working capital and net debt, as provided in the Agreement. The Transaction closed on May 27, 2010.

Under the terms of the Agreement, Vale acquired Bunge’s 42.3% interest in Fosfertil, as well as Bunge’s wholly owned phosphate mines, related production facilities and certain joint venture interests in Brazil. Bunge retained its retail fertilizer operations in Brazil and entered into a phosphate product supply agreement with Vale with a term that expires on December 31, 2012, with an option for Bunge to extend it for one additional year. The supply agreement will provide for minimum annual purchases of certain phosphate products by Bunge from Vale.  Pricing, including discounts, under the supply agreement is reflective of price terms in existence prior to the Transaction. Bunge’s existing phosphate product supply agreement with Fosfertil is not affected by the Transaction. In addition, a transition ser vices agreement was entered into between the parties pursuant to which Bunge will provide administrative services to Vale for a fixed monthly fee. The transition services agreement will expire on December 31, 2010 unless previously terminated in accordance with its terms and may be extended for one year by mutual agreement of the parties. Bunge also retained its fertilizer operations in Argentina and the United States, and its 50% stake in its joint venture with Office Chérifien des Phosphates in Morocco.

The accompanying unaudited pro forma consolidated balance sheet of Bunge as of March 31, 2010 is presented as if the Transaction had occurred on March 31, 2010. The accompanying unaudited pro forma consolidated statements of income of Bunge for the year ended December 31, 2009 and for the three months ended March 31, 2010 are presented as if the Transaction had occurred on January 1, 2009. In order to derive the pro forma financial information, the historical results of Bunge have been adjusted to eliminate the assets, liabilities and results of operations of Bunge’s fertilizer nutrients business, including Fosfertil, which has historically been consolidated by Bunge. Pro forma adjustments are described in the notes to the unaudited pro forma consolidated financial statements. No pro forma adjustment has been made for the us e of the proceeds from the Transaction.

The pro forma adjustments are based upon available information and certain assumptions that Bunge believes are reasonable under the circumstances. The actual amounts could differ. The unaudited consolidated pro forma financial information is for informational purposes only, and is not necessarily indicative of the operating results or financial position that would have been achieved had the Transaction been consummated on the dates indicated, and should not be construed as representative of Bunge’s future results of operations or financial position.

The unaudited pro forma financial statements should be read in conjunction with Bunge’s consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2009 in Bunge’s Annual Report on Form 10-K for the annual period ended December 31, 2009 and Bunge’s consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the quarterly period ended March 31, 2010 in Bunge’s Quarterly Report on Form 10-Q for the three months ended March 31, 2010.

BUNGE LIMITED

PRO FORMA CONSOLIDATED STATEMENT OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2010

(Unaudited)

(U.S. dollars in millions, except share and per share data)

	Historical			Adjustments				Pro Forma
Net sales	$	10,345		$	(365	)	(a)	$	9,980
Cost of goods sold		(9,800	)		287		(a)		(9,513	)
Gross profit		545			(78	)			467
Selling, general and administrative expenses		(347	)		25		(b)		(322	)
Interest income		19			(4	)	(c)		15
Interest expense		(78	)		1		(c)		(77	)
Foreign exchange losses		(50	)		5		(b)		(45	)
Other income (expense) - net		-			(1	)	(b)		(1	)
Income from operations before income taxes		89			(52	)			37
Income tax (expense) benefit		(9	)		18		(d)		9
Income from operations after income taxes		80			(34	)			46
Equity in earnings of affiliates		-			(1	)	(e)		(1	)
Net income		80			(35	)			45
Net (income) loss attributable to noncontrolling interest		(17	)		18		(f)		1
Net income attributable to Bunge		63			(17	)			46
Convertible preference share dividends		(19	)		-				(19	)
Net income available to Bunge common shareholders	$	44		$	(17	)		$	27
Earnings per common share - basic
Earnings to Bunge common shareholders	$	0.31						$	0.19
Earnings per common share - diluted
Earnings to Bunge common shareholders	$	0.31						$	0.19

Weighted-average number of common shares
Basic	140,112,091	140,112,091
Diluted	141,286,541	141,286,541

See accompanying notes to pro forma consolidated financial information.

BUNGE LIMITED

PRO FORMA CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2009

(Unaudited)

(U.S. dollars in millions, except share and per share data)

	Historical			Adjustments				Pro Forma
Net sales	$	41,926		$	(1,243	)	(a)	$	40,683
Cost of goods sold		(40,722	)		1,627		(a)		(39,095	)
Gross profit		1,204			384				1,588
Selling, general and administrative expenses		(1,342	)		50		(b)		(1,292	)
Interest income		122			(32	)	(c)		90
Interest expense		(283	)		7		(c)		(276	)
Foreign exchange gains		469			(160	)	(b)		309
Other income (expense) – net		(25	)		(8	)	(b)		(33	)
Income from operations before income taxes		145			241				386
Income tax benefit (expense)		110			(82	)	(d)		28
Income from operations after income taxes		255			159				414
Equity in earnings of affiliates		80			(2	)	(e)		78
Net income		335			157				492
Net loss (income) attributable to noncontrolling interest		26			(42	)	(f)		(16	)
Net income attributable to Bunge		361			115				476
Convertible preference share dividends		(78	)		-				(78	)
Net income available to Bunge common shareholders	$	283		$	115			$	398
Earnings per common share – basic
Earnings to Bunge common shareholders	$	2.24						$	3.15
Earnings per common share – diluted
Earnings to Bunge common shareholders	$	2.22						$	3.12
Weighted-average number of common shares
Basic		126,448,071							126,448,071
Diluted		127,669,822							127,669,822

See accompanying notes to pro forma consolidated financial information.

BUNGE LIMITED

PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF MARCH 31, 2010

(Unaudited)

(U.S. dollars in millions)

	Historical		Adjustments				Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	473	$	3,452		(i)	$	3,925
Trade accounts receivable		2,368		5		(l)		2,373
Inventories		3,890		78		(l)		3,968
Deferred income taxes		244		(40	)	(j)		204
Current assets held for sale		1,055		(1,055	)	(g) (j)		-
Other current assets		3,327		17		(j)  (l)		3,344
Total current assets		11,357		2,457				13,814
Property, plant and equipment, net		4,653		-				4,653
Goodwill		991		-				991
Other intangible assets, net		205		-				205
Investments in affiliates		586		-				586
Deferred income taxes		948		-				948
Non-current assets held for sale		1,964		(1,964	)	(g) (j)		-
Other non-current assets		1,846		-				1,846
Total assets	$	22,550	$	493			$	23,043
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short term debt	$	355	$	-			$	355
Current portion of long-term debt		288		-				288
Trade accounts payable		3,285		106		(l)		3,391
Deferred income taxes		95		-				95
Current liabilities held for sale		533		(533	)	(g)		-
Other current liabilities		2,373		55		(l)		2,428
Total current liabilities		6,929		(372	)			6,557
Long term debt		3,544		-				3,544
Deferred income taxes		112		-				112
Non-current liabilities held for sale		308		(308	)	(g)		-
Other non-current liabilities		784		-				784
Shareholders’ equity:
Mandatory convertible preference shares		863		-				863
Convertible perpetual preference shares		690		-				690
Common shares		1		-				1
Additional paid in capital		4,196		-				4,196
Retained earnings		4,008		1,798		(k)		5,806
Accumulated other comprehensive income (loss)		229		(32	)	(k)		197
Total Bunge shareholder’s equity		9,987		1,766				11,753
Noncontrolling interest		886		(593	)	(h)		293
Total equity		10,873		1,173				12,046
Total liabilities and shareholders’ equity	$	22,550	$	493			$	23,043

See accompanying notes to pro forma consolidated financial information.

BUNGE LIMITED

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

a) This adjustment reflects the elimination of the net sales and cost of goods sold of the assets sold to Vale.  Cost of goods sold has been adjusted to give effect to the supply agreements by reinstating the purchases made by Bunge’s retained retail business from the disposed assets.

b) This adjustment reflects the elimination of the selling, general and administrative expenses, foreign exchange gains (losses) and other income (expense) – net, of the assets sold.  Bunge and Vale entered into a transition service agreement under which Bunge will provide transition services through December 31, 2010 to Vale, with such agreement extendable for an additional year by mutual agreement of the parties.  Under the transition services agreement, Bunge will receive approximately $2.8 million monthly.  No adjustment has been made to give effect to the transition services agreement as it is considered to be nonrecurring in nature.

c) This adjustment reflects the elimination of interest income and expense of the assets sold.  No adjustment has been made to give effect to Bunge’s use of the proceeds from the Transaction as Bunge has not made a final determination as to the use of proceeds, although Bunge expects to use a portion of the proceeds to repay existing debt.  For illustrative purposes only, had Bunge not utilized its revolving credit facilities and utilized a portion of the proceeds of the Transaction to fund its business (primarily working capital) for the periods presented, interest expense would have been lower by approximately $6.7 million and $0.1 million for the year ended December 31, 2009 and the three months ended March 31, 2010.

d) Represents the estimated income tax effect of the pro forma adjustments.  The tax effect of the pro forma adjustments was calculated using the historical statutory rate in effect in Brazil of 34%.

e) This adjustment reflects the elimination of the equity in earnings of Bunge’s equity method investment in Fosbrasil SA, which was sold to Vale as part of the Transaction.

f) This adjustment reflects the elimination of the net income or loss attributable to the noncontrolling interest in Fosfertil.

g) This adjustment reflects the elimination of assets and liabilities attributable to the disposed assets.

h) This adjustment reflects the elimination of non-controlling interest in Fosfertil.

i) This adjustment reflects the receipt of the Transaction proceeds of approximately $3.5 billion, net of withholding tax of $270 million and transaction costs of $137 million, including professional fees and costs incurred to satisfy various conditions to closing.  No adjustment has been made to the sale proceeds to give effect to any potential post-closing adjustments under the terms of the Agreement.

j) This adjustment gives effect to the tax impact of the Transaction.  The tax on the gain generated from the Transaction was partially offset by existing deferred tax assets relating to net operating losses. The remaining tax on the gain was offset by recoverable taxes. The adjustments also give effect to the elimination of the deferred tax assets and deferred tax liabilities attributable to the disposed assets.

k) This adjustment reflects the estimated gain of $1.8 billion arising from the Transaction, net of taxes of $508 million.  This estimated gain has not been reflected in the 

pro forma consolidated statements of income as it is nonrecurring in nature. The gain includes the estimated currency translation adjustment of $32 million related to the disposed investments.

l) This adjustment reflects the reinstatement of certain intercompany assets and liabilities that were previously eliminated in consolidation and now will be settled between Bunge and Vale as part of the ongoing operations post Transaction.