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.

(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