Symbol: POT
Listed: TSX, NYSE
SASKATOON, Dec. 1, 2016 /CNW/ - Potash Corporation of
Saskatchewan Inc. (PotashCorp) today announced that it has priced
an offering of US $500 million
aggregate principal amount of 4.000 percent notes due December l5,
2026.
Goldman, Sachs & Co., Morgan Stanley, RBC Capital Markets
and Scotiabank are acting as joint book-running managers of the
offering. BMO Capital Markets, BofA Merrill Lynch, CIBC Capital
Markets, HSBC, MUFG, Rabo Securities, TD Securities, SMBC Nikko,
UBS Securities LLC and Wells Fargo Securities are acting as
co-managers of the offering.
PotashCorp intends to use the net proceeds of the offering to
refinance existing debt, which may include repaying a portion of
the outstanding amounts under our commercial paper facilities or
redeeming our US $500,000,000
aggregate principal amount of outstanding 3.250 percent notes
prior to maturity on December 1,
2017. The offering is expected to close on December 6, 2016, subject to customary closing
conditions.
The offering is being made under an automatic shelf registration
statement filed with, and declared effective by, the Securities and
Exchange Commission on June 29, 2016.
The offering may be made only by means of a prospectus and related
prospectus supplement, copies of which may be obtained by
contacting Goldman, Sachs & Co., Prospectus Department, 200
West Street, New York, NY 10282,
telephone: 1-866-471-2526, facsimile: 212-902-9316, email
prospectus-ny@ny.email.gs.com; Morgan Stanley & Co. LLC, 180
Varick Street, New York, NY 10014,
Attn: Prospectus Department, telephone: 1-866-718-1649, email
prospectus@morganstanley.com; RBC Capital Markets, LLC, Three World
Financial Center, 200 Vesey St. 8th Floor, New York, NY 10281, telephone: 1-866-375-6829;
or Scotia Capital (USA) Inc., 250
Vesey Street, New York, NY 10281,
telephone: 1-800-372-3930. An electronic copy of the
registration statement and issuer free writing prospectus and
related preliminary prospectus supplement, together with the
prospectus, is available on the SEC's website.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any securities and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale would be unlawful. Any offers of the
securities will be made exclusively by means of a prospectus and
related prospectus supplement.
PotashCorp is the world's largest crop nutrient company and
plays an integral role in global food production. The company
produces the essential nutrients required to help farmers grow
healthier, more abundant crops. With global population rising and
diets improving in developing countries, these nutrients offer a
responsible and practical solution to meeting the long-term demand
for food. PotashCorp is the largest producer, by capacity, of
potash and one of the largest producers of nitrogen and phosphate.
While agriculture is its primary market, the company also produces
products for animal nutrition and industrial uses. Common shares of
Potash Corporation of Saskatchewan Inc. are listed on the Toronto
Stock Exchange and the New York Stock Exchange.
This release contains "forward-looking statements" (within
the meaning of the US Private Securities Litigation Reform Act of
1995) or "forward-looking information" (within the meaning of
applicable Canadian securities legislation) that relate to future
events or our future performance. These statements can be
identified by expressions of belief, expectation or intention, as
well as those statements that are not historical fact. These
statements often contain words such as "should," "could," "expect,"
"forecast," "may," "anticipate," "believe," "intend," "estimates,"
"plans" and similar expressions. These statements are based on
certain factors and assumptions as set forth in this document,
including with respect to: foreign exchange rates, expected growth,
results of operations, performance, business prospects and
opportunities, including the proposed merger of equals with Agrium
Inc. ("Agrium"), and effective tax rates. While we consider these
factors and assumptions to be reasonable based on information
currently available, they may prove to be incorrect.
Forward-looking statements are subject to risks and uncertainties
that are difficult to predict. The results or events set forth in
forward-looking statements may differ materially from actual
results or events. Several factors could cause actual results or
events to differ materially from those expressed in forward-looking
statements including, but not limited to, the following: our
proposed merger of equals transaction with Agrium, including the
failure to satisfy all required conditions, including required
regulatory approvals, or to satisfy or obtain waivers with respect
to all other closing conditions in a timely manner and on favorable
terms or at all; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
arrangement agreement; certain costs that we may incur in
connection with the proposed merger of equals; certain restrictions
in the arrangement agreement on our ability to take action outside
the ordinary course of business without the consent of Agrium; the
effect of the announcement of the proposed merger of equals on our
ability to retain customers, suppliers and personnel and on our
operating future business and operations generally; risks related
to diversion of management time from ongoing business operations
due to the proposed merger of equals; failure to realize the
anticipated benefits of the proposed merger of equals and to
successfully integrate Agrium and PotashCorp; the risk that our
credit ratings may be downgraded or there may be adverse conditions
in the credit markets; variations from our assumptions with respect
to foreign exchange rates, expected growth, results of operations,
performance, business prospects and opportunities, and effective
tax rates; fluctuations in supply and demand in the fertilizer,
sulfur and petrochemical markets; changes in competitive pressures,
including pricing pressures; risks and uncertainties related to any
operating and workforce changes made in response to our industry
and the markets we serve, including mine and inventory shutdowns;
adverse or uncertain economic conditions and changes in credit and
financial markets; economic and political uncertainty around the
world; changes in capital markets; the results of sales contract
negotiations within major markets; unexpected or adverse weather
conditions; changes in currency and exchange rates; risks related
to reputational loss; the occurrence of a major safety incident;
inadequate insurance coverage for a significant liability;
inability to obtain relevant permits for our operations;
catastrophic events or malicious acts, including terrorism; certain
complications that may arise in our mining process, including water
inflows; risks and uncertainties related to our international
operations and assets; our ownership of non-controlling equity
interests in other companies; our prospects to reinvest capital in
strategic opportunities and acquisitions; risks associated with
natural gas and other hedging activities; security risks related to
our information technology systems; imprecision in reserve
estimates; costs and availability of transportation and
distribution for our raw materials and products, including railcars
and ocean freight; changes in, and the effects of, government
policies and regulations; earnings and the decisions of taxing
authorities which could affect our effective tax rates; increases
in the price or reduced availability of the raw materials that we
use; our ability to attract, develop, engage and retain skilled
employees; strikes or other forms of work stoppage or slowdowns;
rates of return on, and the risks associated with, our investments
and capital expenditures; timing and impact of capital
expenditures; the impact of further innovation; adverse
developments in new and pending legal proceedings or government
investigations; and violations of our governance and compliance
policies. These risks and uncertainties are discussed in more
detail under the headings "Risk Factors" and "Management's
Discussion and Analysis of Results and Operations and Financial
Condition" in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2015 and in other
documents and reports subsequently filed by us with the US
Securities and Exchange Commission and the Canadian provincial
securities commissions. Forward-looking statements are given only
as of the date hereof and we disclaim any obligation to update or
revise any forward-looking statements in this release, whether as a
result of new information, future events or otherwise, except as
required by law.
SOURCE Potash Corporation of Saskatchewan Inc.