ST. PAUL, Minn., Sept. 9, 2014 /PRNewswire/ -- CHS Inc. (NASDAQ:
CHSCP) today announced the pricing on Sept.
8, 2014 of 19,000,000 shares of Class B Reset Rate
Cumulative Redeemable Preferred Stock, Series 3 (the "Class B
Series 3 Preferred Stock") with a liquidation preference of
$25.00 per share. Dividends on the
Class B Series 3 Preferred Stock will accumulate at a dividend rate
of 6.75% per annum to, but excluding, Sept.
30, 2024, and thereafter, at an annual rate equal to
three-month LIBOR, as determined for the applicable quarterly
period, plus a spread of 4.155%, but in no event will the sum of
such annual rate and spread be greater than 8% per annum.
The approximately $459.5 million
of net proceeds, after deducting underwriting discounts,
commissions and expected offering expenses payable by CHS Inc., are
intended to be used to partially fund the previously-announced
anticipated construction of a nitrogen fertilizer manufacturing
plant to be located in Spiritwood,
N.D.
The offering is expected to close on or about Sept. 15, 2014, subject to the satisfaction of
customary closing conditions.
In addition, CHS Inc. has granted the underwriters for the
offering a 30-day option to purchase up to 2,850,000 additional
shares of Class B Series 3 Preferred Stock solely to cover
over-allotments, if any.
The Class B Series 3 Preferred Stock is a new issue of
securities and, prior to this offering, there has been no
established trading market. CHS Inc. has applied to list the Class
B Series 3 Preferred Stock on the NASDAQ Global Select Market under
the symbol "CHSCM." The Class B Series 3 Preferred Stock has not
been rated by any nationally recognized statistical rating
agency.
BofA Merrill Lynch and Wells Fargo Securities acted as joint
book-running managers in the offering; D.A.
Davidson & Co. and J.P. Morgan served as lead
managers.
The offering is being made pursuant to an effective registration
statement filed with the Securities and Exchange Commission. Copies
of the final prospectus supplement relating to the offering may be
obtained, when available, from the Securities and Exchange
Commission website at http://www.sec.gov; or from Merrill Lynch,
Pierce, Fenner & Smith Incorporated at 222 Broadway,
11th Floor, New York,
NY 10038, Attn: Prospectus Department; by emailing
dg.prospectus_requests@baml.com; or from Wells Fargo Securities,
LLC at 1525 West W.T. Harris Blvd., NC0675, Charlotte, NC 28262, Attn: Capital
Markets Client Support or by emailing
cmclientsupport@wellsfargo.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of,
the securities in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
CHS Inc. is a leading global agribusiness owned by farmers,
ranchers and cooperatives across the
United States. Diversified in energy, grains and foods, CHS
is committed to helping its customers, farmer-owners and other
stakeholders grow their businesses through its domestic and global
operations. CHS, a Fortune 100 company, supplies energy, crop
nutrients, grain marketing services, animal feed, food and food
ingredients, along with business solutions including insurance,
financial and risk management services. The company operates
petroleum refineries/pipelines and manufactures, markets and
distributes Cenex® brand refined fuels, lubricants,
propane and renewable energy products.
This document contains forward-looking statements within the
meaning of The Private Securities Litigation Reform Act of 1995
that are based on management's current expectations and
assumptions. These forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to
differ materially from the potential results discussed in the
forward-looking statements. The company undertakes no obligations
to publicly revise any forward-looking statements to reflect future
events or circumstances. For a discussion of additional factors
that may materially affect management's estimates and predictions,
please view the CHS Inc. annual report filed on Form 10-K for the
year ended Aug. 31, 2013, which can
be found on the Securities and Exchange Commission web site
(www.sec.gov).
SOURCE CHS Inc.