Global Trade Receivables Securitization

DACT Treasury Fair November 11, 2011

Steven Claassens, Bunge Corporate Treasury

Introduction Bunge

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2010

2009

2008

2007

2005

2002

2001

1999

1998

1997

70s & 80s

1967

1945

1938

1918

1905

1884

1859

1818

Starts business in North America

Relocates to Antwerp to trade commodities

J.P.G. Bunge founds Bunge & Co. in Amsterdam

Establishes operations in Argentina to trade grain Makes first export of

soybeans from Brazil

Enters Brazilian fertilizer market with purchase of Serrana

Expands into Brazil and enters the wheat milling business

Diversifies along the food production chain

In Brazil, purchases soy processor Ceval and begins acquisition of new fertilizer brands

Builds largest U.S. soybean crushing and refining plant

Moves headquarters to U.S. and creates international marketing unit

Goes public on NYSE and becomes Argentina’s leading agribusiness company

Purchases Cereol to become the world’s largest soy processor

Opens first soybean processing plant in China

Purchases Santa Juliana sugarcane mill in Brazil

Builds first soy processing plant in U.S.

Begins building an export terminal in the U.S. Pacific Northwest and a crushing plant in Vietnam

In Brazil, sells fertilizer nutrients business and adds five new sugarcane mills with Moema purchase

Purchases edible oils company Walter Rau in Germany

… With a 192-Year History

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A Leading Global Agribusiness & Food Company

Revenue 2010: $46 bn

Market Capitalization: ~ $ 10 bn

Rating: Baa2/BBB-/BBB

Employees: ~32,000

Facilities: ~400

Countries of Operations: 30+

Key Facts

Agribusiness Sugar & Bioenergy Food & Ingredients

35%

35%

7%

17%

6%Agribusiness

Sugar & Bioenergy

Food & Ingredients

Fertilizer

Other

Fertilizer

Long-Lived Assets ~ $ 7 bn

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Global Presence

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Overview Global Trade Receivables Securitization

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Objectives

• Alternative source of capital

• Funding at favorable rates

• Global & scalable program

• Enhanced operational efficiency

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Alternative source of capital at favorable rates

• 5-year program, backed with 364-day liquidity facility

• Primary funding via bank-owned Commercial Paper Conduits

• Good momentum as conduits are eager to invest in trade receivables:

- Low-risk asset class

- Matching maturity with commercial paper (up to 60 days)

• Reciprocity: syndication with 4 core relationship banks

• All-in cost of fund 1M Libor ~ 115 bps (mainly depending CP Cost of Fund)

• No financial covenants, only wind down events

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Global & scalable program

• Economies of scale resulting in higher funding capacity:

Minimize excess country and obligor concentrations

• Scalability of the program:

Add jurisdictions and currencies

• Scalability of facility amount:

Absorb higher volume (organic growth, higher prices, acquisitions)

• In recent years, more countries have developed legal and regulatory framework to allow cross border securitization, however increasingly tax is used to narrow budget deficit gaps

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Enhanced operational efficiency

• Replacement of three local securitizations and five factoring facilities in North America and Europe

• Centralized set-up, management and administration by Treasury

• Data-gathering, reporting and analysis outsourced to well-known service provider (Finacity)

• Cashless settlement via in-house bank

• One-off audit opinion for US GAAP off balance sheet treatment

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Notable highlights

• Structure:

- US (5 originators), Canada, Spain, Portugal, Italy, Germany, Hungary

- Multi-currency facility: USD, CAD, EUR, HUF

- 26 eligible obligor jurisdictions

• Effective liquidity management by daily re-investment of collections

• Collections remain on Bunge’s bank accounts

• Trade receivable portfolio structured on an implied AA-rating

• Funding base can be affected by sales volumes, commodity prices, FX-volatility and country & obligor ratings

• Advance rate 85%-88% (aim was 80% or higher)

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Structure & Implementation

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Structure

Lead arranger: RabobankPurchasers: Rabobank, Credit Agricole, HSBC, BNP Paribas

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Cash *

Committed

Purchaser

Conduit Purchaser

SPV

CashDPP100% Sale of Receivables

Servicing

Fees

Committed

Purchaser

Conduit Purchaser

BenefitCash & DPP

Committed

Purchaser

Conduit Purchaser

True sale of receivables

Cash *Cash*

Master ServicerSubordinated

Lender

Administrative Agent

Principal + interest

Subordinated Loan (~ DPP + excess concentration)

Funding (if no CP issued)

DPP =Deferred Purchase Price (~ first loss reserve)

OriginatorsOriginators

IntermediatePurchaser

* Face value -/- discount

True sale of receivables

Monumental Coordination

Bunge

Treasury

Rabobank

London/NY

11 Bunge Originators in 7 Jurisdictions

Internal & External Legal Counsels

IT resources

Numerous Collection Account Banks in all Jurisdictions

Finacity

Internal & External Tax

Finacity

Internal Legal Counsel(US and Europe)

Syndicate Banks

Internal Credit/Tax/Various

Internal Accounting & Control

Auditors

Transaction Counsel

Collateral Audit Firm

Rating Agencies

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Key considerations

• In-depth analysis (receivables portfolio, contracts, A/R & credit management, IT-systems, bank accounts)

• Communication & commitment:

- Dedicated project team (very different from RCF, bi-laterals etc.)

- Reasonable timelines and clear requirements for operating companies

• Structuring & Syndication:

- Selection of lead arranger

- Deal structuring with lead arranger only (use Top Tier law firms)

- Custom-made (structure to specific company needs / features)

• Early blue-print of Day-to-Day management: outsourcing, IT-support, data gathering, reporting / analysis, settlements 15

Next Steps – new countries to be added

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Questions

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