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 Limited's 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.

(d) Exhibits

Exhibit No.                                 Description

1.1            Underwriting Agreement, dated June 12, 2012, among Bunge Limited
               Finance Corp., Bunge Limited, Citigroup Global Markets Inc., J.P.
               Morgan Securities LLC, Morgan Stanley & Co. LLC and BNP Paribas
               Securities Corp

4.1            Indenture, dated June 15, 2012, by and among Bunge Limited Finance
               Corp., Bunge Limited and Union Bank, N.A. (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

99.1           Press Release Announcing the Pricing of the Senior Notes, dated
               June 12, 2012