TEXT-Fitch rates Bunge Limited Finance snr unsecured notes

June 12 - Fitch Ratings has assigned a 'BBB' rating to Bunge Limited Finance
Corp.'s (BLFC) proposed $400 million senior unsecured notes due 2017. The notes
will be fully and unconditionally guaranteed by BLFC's parent company, Bunge
Limited (together, Bunge). The Rating Outlook is Negative.

Debt Issuance Details:

Fitch expects Bunge to utilize net proceeds from this issuance toward general
corporate purposes including the repayment of upcoming debt maturities. The
notes contain a Change of Control Triggering Event. Upon the occurrence of a
both a change of control and ratings downgrades below investment grade, the
company is required to repurchase the notes at 101% of principal plus accrued
interest. The notes will be issued under a new indenture that will contain
certain limitations on liens, sale/leasebacks and mergers.

Rating Drivers: Bunge's ratings are supported by the company's position as the
world's leading oilseed processor and by modest diversification from its food
and ingredients business. Bunge's largest segment, Agribusiness, is also its
most stable on an annual basis, generating $1 billion or more of EBITDA in each
of the past five years. A long-term favorable agribusiness outlook, driven by
growing protein consumption in developing countries and higher demand for
biofuels, is also a key rating factor. Fitch expects ample liquidity to support
Bunge's ratings through periodic earnings volatility and heightened working
capital usage that are characteristic of agricultural commodity cycles. Bunge's
borrowings increase during periods of rising commodity prices to finance working
capital.

Negative Outlook: While Bunge's operating performance improved significantly in
2011, Fitch is maintaining the Negative Outlook in order to ascertain the
sustainability of the performance improvement trend. Fitch remains cautious,
given Bunge's earnings volatility and lack of earnings visibility. The company's
high capital expenditures in relation to its cash generation also remain a
concern as Bunge has not been able to consistently generate positive free cash
flow (FCF; cash flow from operations less capital expenditures and dividends),
even excluding working capital swings.

The $1.4 billion Moema sugar mills acquisition in Brazil in 2010 was expected to
provide diversification after the divestiture of the company's Brazilian
fertilizer nutrients business, but so far has trailed expectations with
disappointing performance. Sugar & Bioenergy and the remaining retail fertilizer
business have yet to materially contribute to Bunge's earnings, although
improvement is anticipated in 2012.

Guidelines for Further Rating Actions:

Fitch could revise the Outlook to Stable if Bunge's earnings show stability
and/or growth on an annual basis in 2012 versus 2011 and unadjusted leverage
(total debt to EBITDA) in the mid-2 times (x) to 3x range appears achievable
during most years. The first quarter, which is seasonally slow, had weaker
operating performance than Fitch had anticipated. However, the large North
American crops expected in the fall of 2012 and increased sugarcane milling
volumes in Brazil should lead to strong second half earnings in 2012. If Bunge
can demonstrate that its sugar business is on track to generate EBIT of more
than $100 million in 2012, this would also support a Stable Outlook. That level
of earnings would be a significant improvement from the negative $20 million
Sugar & Bioenergy segment EBIT in 2011, and demonstrate progress toward the
generation of annual segment EBIT greater than $150 million in future years.

Fitch could implement a negative rating action if Bunge's EBITDA generation of
$1.7 billion in 2011 proves to be unsustainable, or if the company engages in a
large, debt-financed acquisition, leading to a material increase in unadjusted
leverage. The ratings could also be pressured if FFO is insufficient to cover
Bunge's capital expenditures and dividends and results in material incremental
borrowing. Any negative rating action is likely to be limited to a one notch
downgrade.

Cash Flow and Liquidity: In 2011, Bunge's FCF was $1.3 billion, a significant
improvement from a $3.7 billion deficit in 2010 which was driven by working
capital needs due to escalating agricultural commodity prices and inventories.Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
AnalysisALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS.
PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK:
here. IN ADDITION, RATING
DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S
PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND
METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF
CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE
AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF
CONDUCT' SECTION OF THIS SITE.

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Time USN User Headline
12/06/2012 WNB WE FITCH RATES BUNGE'S PROPOSED $400MM SR.
12:31:04 868 SCRIP UNSECURED NOTES 'BBB'
CHICAGO, June 12 (Fitch) Fitch Ratings has assigned a 'BBB' rating to Bunge
Limited Finance Corp.'s (BLFC) proposed $400 million senior unsecured notes due
2017. The notes will be fully and unconditionally guaranteed by BLFC's parent
company, Bunge Limited (together, Bunge). The Rating Outlook is Negative. Debt
Issuance Details: Fitch expects Bunge to utilize net proceeds from this issuance
toward general corporate purposes including the repayment of upcoming debt
maturities. The notes contain a Change of Control Triggering Event. Upon the
occurrence of a both a change of control and ratings downgrades below investment
grade, the company is required to repurchase the notes at 101% of principal plus
accrued interest. The notes will be issued under a new indenture that will
contain certain limitations on liens, sale/leasebacks and mergers. Rating
Drivers: Bunge's ratings are supported by the company's position as the world's
leading oilseed processor and by modest diversification from its food and
ingredients business. Bunge's largest segment, Agribusiness, is also its most
stable on an annual basis, generating $1 billion or more of EBITDA in each of
the past five years. A long-term favorable agribusiness outlook, driven by
growing protein consumption in developing countries and higher demand for
biofuels, is also a key rating factor. Fitch expects ample liquidity to support
Bunge's ratings through periodic earnings volatility and heightened working
capital usage that are characteristic of agricultural commodity cycles. Bunge's
borrowings increase during periods of rising commodity prices to finance working
capital. Negative Outlook: While Bunge's operating performance improved
significantly in 2011, Fitch is maintaining the Negative Outlook in order to
ascertain the sustainability of the performance improvement trend. Fitch remains
cautious, given Bunge's earnings volatility and lack of earnings visibility. The
company's high capital expenditures in relation to its cash generation also
remain a concern as Bunge has not been able to consistently generate positive
free cash flow (FCF; cash flow from operations less capital expenditures and
dividends), even excluding working capital swings. The $1.4 billion Moema sugar
mills acquisition in Brazil in 2010 was expected to provide diversification
after the divestiture of the company's Brazilian fertilizer nutrients business,
but so far has trailed expectations with disappointing performance. Sugar &
Bioenergy and the remaining retail fertilizer business have yet to materially
contribute to Bunge's earnings, although improvement is anticipated in 2012.
Guidelines for Further Rating Actions: Fitch could revise the Outlook to Stable
if Bunge's earnings show stability and/or growth on an annual basis in 2012
versus 2011 and unadjusted leverage (total debt to EBITDA) in the mid-2 times
(x) to 3x range appears achievable during most years. The first quarter, which
is seasonally slow, had weaker operating performance than Fitch had anticipated.
However, the large North American crops expected in the fall of 2012 and
increased sugarcane milling volumes in Brazil should lead to strong second half
earnings in 2012. If Bunge can demonstrate that its sugar business is on track
to generate EBIT of more than $100 million in 2012, this would also support a
Stable Outlook. That level of earnings would be a significant improvement from
the negative $20 million Sugar & Bioenergy segment EBIT in 2011, and demonstrate
progress toward the generation of annual segment EBIT greater than $150 million
in future years. Fitch could implement a negative rating action if Bunge's
EBITDA generation of $1.7 billion in 2011 proves to be unsustainable, or if the
company engages in a large, debt-financed acquisition, leading to a material
increase in unadjusted leverage. The ratings could also be pressured if FFO is
insufficient to cover Bunge's capital expenditures and dividends and results in
material incremental borrowing. Any negative rating action is likely to be
limited to a one notch downgrade. Cash Flow and Liquidity: In 2011, Bunge's FCF
was $1.3 billion, a significant improvement from a $3.7 billion deficit in 2010
which was driven by working capital needs due to escalating agricultural
commodity prices and inventories.Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
AnalysisALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS.
PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK:
here. IN ADDITION, RATING
DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S
PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND
METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF
CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE
AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF
CONDUCT' SECTION OF THIS SITE. NORMAL RATINGS Bunge Ltd Fitch Rates Bunge's
Proposed $400MM Sr. Unsecured Notes 'BBB' Bunge Ltd Bunge. BG.N USD US FMA
E U FOOD1 US FOOD1 FOD CHE yes