UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

~~SECURITIES AND EXCHANGE COMMISSION~~___________

~~WASHINGTON,~~ FORM DC8-K ~~20549~~

~~_________________~~CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

~~FORM~~ Date ~~8‑K~~of Report (Date of earliest event reported): February 11, 2015 (February 5, 2015)

~~_________________~~CHIQUITA BRANDS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter)

~~CURRENT~~New ~~REPORT~~Jersey (State or Other Jurisdiction of Incorporation) 1-1550 (Commission File Number) 04-1923360 (IRS Employer Identification No.)

~~Pursuant~~ to550 ~~Section~~South 13Caldwell orStreet, ~~15(d)~~Charlotte, ofNorth ~~the~~Carolina 28202

~~Securities~~ ~~Exchange~~(Address ~~Act~~ of ~~1934~~Principal Executive Offices)

~~Date~~Registrant’s oftelephone ~~Report~~number, ~~(Date~~including ofarea ~~earliest event reported)~~code: ~~January 22, 2015~~980-636-5000

_________________

CHIQUITA BRANDS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

_________________

New Jersey	1-1550	04-1923360
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

550 South Caldwell Street, Charlotte, North Carolina 28202 (Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (980) 636-5000

N/A

(Former Name or Former Address, if Changed 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 51.~~02 Departure~~01. ofEntry ~~Directors~~into ora ~~Certain~~Material ~~Officers;~~Definitive ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement

~~Effective~~On ~~January~~February 225, 2015, ~~the~~Chiquita ~~Company’s~~Brands ~~board~~International, ofInc. ~~directors~~(“CBII”) ~~appointed~~and ~~Andrew~~Chiquita JBrands L.L.C. ~~Biles~~(“CBLLC”) and other borrowers party thereto entered into an asset-based credit facility (~~age~~the 62“ABL Facility”) with certain financial institutions as lenders, and Bank of America, National Association, as ~~Chief~~administrative ~~Executive~~agent, ~~Officer~~collateral –agent, ~~Chiquita~~letter ~~Bananas~~of credit issuer, and ~~Pineapples~~swing line lender, Wells Fargo Bank, National Association, as syndication agent, and ~~Darcilo~~Merrill ~~Santos~~Lynch, ~~(age~~Pierce, ~~46)~~Fenner & Smith Incorporated and Wells Fargo Bank, National Association, as ~~Chief~~joint ~~Financial~~lead ~~Officer~~arrangers and joint bookrunning managers.

~~Mr.~~The ~~Biles~~ABL Facility has ~~held~~a ~~several~~maximum ~~positions~~borrowing ~~with~~capacity ~~juice~~of ~~and~~$150.0 ~~food companies~~million, ~~including~~subject ~~Chief~~to ~~Executive~~a ~~Officer~~borrowing base calculation based on specified advance rates against the value of ~~Gerber~~domestic ~~Emig~~accounts ~~Global~~receivable, ~~Ltd.~~certain ~~from~~inventory, ~~1998~~and tocertain ~~January~~domestic ~~2014~~machinery and equipment, ~~Chairman~~with ofthe ~~Frigo-Pak~~potential ~~Gıda~~for ~~Maddeleri~~additional ~~San.~~advances veagainst ~~Tic.~~foreign Areceivables.S. ~~from~~The ~~1998~~borrowing base includes up to ~~2012,~~$19.55 ~~and~~million ~~Chief~~in ~~Operating~~borrowing ~~Officer~~capacity based on specified advance rates against the value of certain domestic machinery and equipment (the ~~Dole~~“Fixed ~~Food~~Asset ~~Company’s~~Sub-Line”), ~~European~~which ~~operations~~Fixed ~~from~~Asset ~~1992~~Sub-Line contains a re-load feature to ~~1998~~potentially increase the subline to $50 million. He ~~also~~The ~~served~~facility asmatures ~~President~~on ofFebruary 5, 2020. Loans under the ~~European~~ABL ~~Fruit~~Facility ~~Juice~~bear ~~Association~~interest ~~from~~at ~~2004~~a torate ~~January~~equal ~~2015,~~to ~~and~~LIBOR asplus a ~~director~~margin of ~~Hanover~~from ~~Acceptances~~1.25% ~~Ltd~~to 1.75%, anor ~~international~~Base ~~private~~Rate ~~investment~~plus ~~group,~~a margin of from ~~1999~~0.25% to ~~2014~~0.75%, determined based on levels of borrowing availability reset each fiscal quarter.

~~Since~~Obligations ~~2013,~~under ~~Mr.~~the ~~Santos~~ABL ~~worked~~Facility atare ~~Safra~~secured ~~Bank~~by ina ~~São~~first-priority ~~Paulo,~~security ~~Brazil,~~interest ~~where~~in hepresent ~~held~~and ~~several~~future ~~positions~~domestic ~~including~~receivables, ~~Risk~~inventory, equipment, and ~~Finance~~substantially ~~Executive,~~all ~~Managing~~other ~~Director~~domestic ~~and~~assets ~~Chief~~that ~~Data~~are ~~Officer. Safra~~not ~~Bank~~under isthe afirst-priority ~~company~~security interest of the ~~Safra~~7.875% ~~Group~~senior ~~and~~secured isnotes ~~ultimately~~due ~~wholly-owned~~2021issued by ~~Mr.~~the ~~Joseph~~CBII ~~Yacoub~~and ~~Safra~~CBLLC on February 5, ~~who~~2013, ~~also~~all ~~ultimately~~subject ~~jointly~~to ~~owns~~certain ~~Cavendish~~exceptions ~~Global~~and ~~Limited,~~permitted liens and by a ~~company~~second-priority ~~incorporated~~interest in ~~England~~the existing and ~~Wales~~after acquired material domestic real estate, certain intellectual property and ana ~~indirect~~pledge ~~parent~~of 100% of the ~~Company. Prior~~stock toof ~~his~~substantially ~~work~~all atof ~~Safra~~the ~~Bank,~~Issuers' ~~Mr.~~and ~~Santos~~guarantors' ~~worked~~domestic ~~for~~subsidiaries 13and ~~years~~up atto ~~Banco~~65% ~~Itaú~~of ~~BBA,~~the ~~where~~stock heof certain foreign subsidiaries held ~~senior~~by ~~positions~~Issuers inand the ~~areas~~guarantors, ofand ~~Risk~~proceeds ~~Management~~relating thereto. Under the ABL Facility, ~~MIS~~CBLLC and ~~Planning~~non-de ~~and~~minimis ~~Credit~~domestic ~~Portfolio~~subsidiaries ~~Management~~are borrowers. ~~Mr.~~ ~~Santos~~The ~~has~~facility ~~over~~is 25guaranteed ~~years~~on ofa ~~experience~~full ~~working~~and inunconditional ~~the~~basis ~~financial~~by CBII and ~~banking~~limited ~~industries. He~~domestic ~~received~~subsidiaries anof ~~MBA~~CBII, inwith ~~Global~~the ~~Banking~~potential ~~from~~for ~~the~~additional ~~University~~guarantees ofor ~~Birmingham~~borrowers inby ~~the~~foreign ~~United~~subsidiaries ~~Kingdom~~of CBII.

~~There~~The ~~are~~ABL noFacility ~~family~~contains ~~relationships~~a ~~between~~fixed ~~either~~charge coverage ratio covenant which only becomes applicable when availability (as defined under such facility) is less than the greater of ~~Messrs.~~(i) ~~Biles~~10% of the line cap (established under such facility) and ~~Santos~~(ii) $10 million. The ABL Facility also contains a covenant requiring CBII and ~~any~~its ~~director~~subsidiaries orto ~~executive~~maintain ~~officer~~substantially all its cash in accounts that are subject to the control of the ~~Company~~collateral agent under the ABL Facility, which only becomes applicable when (a) one of certain specified event of defaults under the facility occurs and ~~neither~~is ~~has~~continuing ~~any~~or ~~material~~(b) ~~direct~~availability (as defined under such facility) is less than the greater of (i) 10% of the line cap (as defined under such facility) or ~~indirect~~(ii) ~~interest~~$10 million, in ~~any~~either ~~transactions~~case ~~with~~(i) ~~the~~or ~~Company~~(ii) for five consecutive business days.

The facility also contains other customary affirmative and negative covenants.



Item 1.02.	Termination of a Material Definitive Agreement.

CBII, CBLLC and the other borrowers repaid in full all amounts due under the prior credit agreement entered into February 5, 2013, as amended to date, among CBII, CBLLC, a syndicate of bank lenders, Wells Fargo Bank, National Association, as administrative agent, and other financial institutions as joint lead arrangers, joint book runners, syndication agents and documentation agent. Upon such repayment, the prior credit agreement was terminated.



Item 2.03.	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure under Item 1.01 of this report relating to the ABL Facility is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 22, 2015



	CHIQUITA BRANDS INTERNATIONAL, INC.

Date: February 11, 2015	By:	/s/ Darcilo Santos
		Darcilo Santos
		Chief Financial Officer

CHIQUITA BRANDS INTERNATIONAL, INC. /s/ Brian W. Kocher By: Brian W. Kocher President and Chief Executive Officer

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