NYSE, TSX: NTR
CALGARY, March 12, 2018 /CNW/ - Nutrien Ltd. ("Nutrien")
announced today that it has commenced offers to exchange all
validly tendered and accepted notes of Potash Corporation of
Saskatchewan Inc. ("PotashCorp") and debentures of Agrium Inc.
("Agrium") described below, representing all of the outstanding
notes and debentures of PotashCorp and Agrium, respectively, for
new notes to be issued by Nutrien (the "Nutrien Notes") having
interest rates and maturities identical to those of the applicable
exchanged series of PotashCorp notes or Agrium debentures. The
prospectus supplement relating to the issuance of the Nutrien Notes
in the exchange offers and the base shelf prospectus form part of
Nutrien's registration statement on Form F-10 (the "registration
statement") that became effective on March
12, 2018.
The particulars of the exchange offers are described in the
following table:
|
|
|
|
|
|
|
|
Exchange
Consideration
(1)(2)
|
|
Early
Participation
Premium (1)(2)
|
|
Total
Consideration
(1)(2)(3)
|
Aggregate
Principal Amount
|
|
Series of
Notes
Issued by
PotashCorp to
be Exchanged
|
|
CUSIP
No.
|
|
Series of
Nutrien Notes
to be Issued
by Nutrien
|
|
Nutrien
Notes (principal amount)
|
|
Cash
|
|
Nutrien
Notes (principal amount)
|
|
Nutrien
Notes (principal amount)
|
|
Cash
|
$500,000,000
|
|
6.500% Senior
Notes due 2019
|
|
73755LAF4
|
|
6.500% Senior
Notes due
2019
|
|
$950
|
|
$1
|
|
$50
|
|
$1,000
|
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$500,000,000
|
|
4.875% Senior
Notes due 2020
|
|
73755LAH0
|
|
4.875% Senior
Notes due
2020
|
|
$950
|
|
$1
|
|
$50
|
|
$1,000
|
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$750,000,000
|
|
3.625% Senior
Notes due 2024
|
|
73755LAL1
|
|
3.625% Senior
Notes due
2024
|
|
$950
|
|
$1
|
|
$50
|
|
$1,000
|
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$500,000,000
|
|
3.000% Senior
Notes due 2025
|
|
73755LAM9
|
|
3.000% Senior
Notes due
2025
|
|
$950
|
|
$1
|
|
$50
|
|
$1,000
|
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$500,000,000
|
|
4.000% Senior
Notes due 2026
|
|
73755LAN7
|
|
4.000% Senior
Notes due
2026
|
|
$950
|
|
$1
|
|
$50
|
|
$1,000
|
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$500,000,000
|
|
5.875% Senior
Notes due 2036
|
|
73755LAD9
|
|
5.875% Senior
Notes due
2036
|
|
$950
|
|
$1
|
|
$50
|
|
$1,000
|
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$500,000,000
|
|
5.625% Senior
Notes due 2040
|
|
73755LAK3
|
|
5.625% Senior
Notes due
2040
|
|
$950
|
|
$1
|
|
$50
|
|
$1,000
|
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series of
Debentures
Issued by
Agrium to be
Exchanged
|
|
|
|
Series of
Nutrien Notes
to be Issued
by Nutrien
|
|
Exchange
Consideration
(1)(2)
|
|
Early
Participation
Premium (1)(2)
|
|
Total
Consideration
(1)(2)(3)
|
Aggregate
Principal Amount
|
|
|
CUSIP
No.
|
|
|
Nutrien
Notes (principal amount)
|
|
Cash
|
|
Nutrien
Notes (principal amount)
|
|
Nutrien
Notes (principal amount)
|
|
Cash
|
$500,000,000
|
|
6.750%
Debentures due
2019
|
|
008916AH1
|
|
6.750% Senior
Notes due
2019
|
|
$950
|
|
$1
|
|
$50
|
|
$1,000
|
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$500,000,000
|
|
3.150%
Debentures due
2022
|
|
008916AK4
|
|
3.150% Senior
Notes due
2022
|
|
$950
|
|
$1
|
|
$50
|
|
$1,000
|
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$500,000,000
|
|
3.500%
Debentures due
2023
|
|
008916AL2
|
|
3.500% Senior
Notes due
2023
|
|
$950
|
|
$1
|
|
$50
|
|
$1,000
|
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$550,000,000
|
|
3.375%
Debentures due
2025
|
|
008916AP3
|
|
3.375% Senior
Notes due
2025
|
|
$950
|
|
$1
|
|
$50
|
|
$1,000
|
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$125,000,000
|
|
7.800%
Debentures due
2027
|
|
008916AC2
|
|
7.800% Senior
Notes due
2027
|
|
$950
|
|
$1
|
|
$50
|
|
$1,000
|
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$450,000,000
|
|
4.125%
Debentures due
2035
|
|
008916AQ1
|
|
4.125% Senior
Notes due
2035
|
|
$950
|
|
$1
|
|
$50
|
|
$1,000
|
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$300,000,000
|
|
7.125%
Debentures due 2036
|
|
008916AG3
|
|
7.125% Senior
Notes due
2036
|
|
$950
|
|
$1
|
|
$50
|
|
$1,000
|
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$500,000,000
|
|
6.125%
Debentures due
2041
|
|
008916AJ7
|
|
6.125% Senior
Notes due
2041
|
|
$950
|
|
$1
|
|
$50
|
|
$1,000
|
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$500,000,000
|
|
4.900%
Debentures due
2043
|
|
008916AM0
|
|
4.900% Senior
Notes due
2043
|
|
$950
|
|
$1
|
|
$50
|
|
$1,000
|
|
$1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$500,000,000
|
|
5.250%
Debentures due
2045
|
|
008916AN8
|
|
5.250% Senior
Notes due
2045
|
|
$950
|
|
$1
|
|
$50
|
|
$1,000
|
|
$1
|
_______
|
(1)
|
Consideration per
$1,000 principal amount of PotashCorp notes or Agrium debentures,
as applicable, validly tendered and accepted, subject to any
rounding.
|
(2)
|
The term "Nutrien
Notes" in this column refers, in each case, to the series of
Nutrien Notes corresponding to the series of PotashCorp notes or
Agrium debentures, as applicable, of like maturity and coupon set
forth in the applicable row.
|
(3)
|
Includes the Early
Participation Premium for PotashCorp notes and Agrium debentures
validly tendered prior to 5:00 p.m., New York City time, on March
23, 2018 and not validly withdrawn.
|
In connection with the exchange offers, Nutrien is also
soliciting consents from holders of the notes and debentures to
amend (the "proposed amendments") the terms of the notes and
debentures and the applicable indentures governing these securities
to eliminate certain covenants and events of default provisions
under the applicable indentures and securities. If the proposed
amendments are adopted with respect to a particular series of
PotashCorp notes or Agrium debentures, the existing notes or
debentures of that series will be governed by the applicable
amended indenture, which will have different terms and afford
significantly reduced protection to the holders of those securities
compared to those currently applicable to the PotashCorp notes or
Agrium debentures or those that will be applicable to the newly
issued Nutrien Notes.
In order for the proposed amendments to be adopted with respect
to a series of PotashCorp notes, holders of not less than a
majority of the aggregate principal amount of the outstanding notes
of that series must consent to them. In order for the proposed
amendments to be adopted with respect to the Agrium debentures
governed by the indenture dated as of January 31, 1997, holders of not less than a
majority of the aggregate principal amount of such outstanding
Agrium debentures must consent to them. In order for the
proposed amendments to be adopted with respect to the Agrium
debentures governed by the indenture dated as of May 16, 2006, holders of not less than a majority
of the aggregate principal amount of such outstanding Agrium
debentures, voting together as a class, must consent to
them.
The exchange offers and consent solicitations (together, the
"exchange offers") commenced on March 12,
2018 and expire at 12:00 midnight (the last minute of the
day), New York City time, on
April 6, 2018. In exchange for each
$1,000 principal amount of PotashCorp
notes and Agrium debentures that is validly tendered prior to
5:00 p.m., New York City time, on March 23, 2018, and not validly withdrawn,
holders will receive the amounts set out in the table above under
the "Total Consideration" column, which consists of $1,000 principal amount of Nutrien Notes and a
cash amount of $1. The total
consideration includes the early participation premium set out in
the table above, which consists of $50 principal amount of Nutrien Notes. In
exchange for each $1,000 principal
amount of PotashCorp notes and Agrium debentures that is validly
tendered after 5:00 p.m.,
New York City time, on
March 23, 2018 but prior to 12:00
midnight (the last minute of the day), New York City time, on April 6, 2018 and not validly withdrawn, holders
will receive the amounts set out in the table above under the
"Exchange Consideration" column, which is equal to the total
consideration less the early participation premium and so consists
of $950 principal amount of Nutrien
Notes and a cash amount of $1.
By tendering PotashCorp notes or Agrium debentures for exchange,
holders will be deemed to have validly delivered their consents to
the proposed amendments with respect to those notes. Holders
of PotashCorp notes and Agrium debentures may withdraw tendered
notes at any time before 5:00 p.m.,
New York City time, on
March 23, 2018. Tenders of
PotashCorp notes and Agrium debentures, and the corresponding
consents to the proposed amendments, may not be withdrawn after
5:00 p.m., New York City time, on March 23, 2018.
Each Nutrien Note issued in exchange for a PotashCorp note or
Agrium debenture, as applicable, will have an interest rate and
maturity that is identical to the interest rate and maturity of the
exchanged PotashCorp note or Agrium debenture, as well as identical
interest payment dates. The Nutrien Notes will be Nutrien's
unsecured obligations and will rank pari passu as to priority of
payment with all of Nutrien's other outstanding unsecured debt.
Nutrien has agreed, upon consummation of the exchange offers, to
pay a soliciting dealer fee equal to $2.50 for each $1,000 principal amount of PotashCorp notes or
Agrium debentures that are validly tendered and accepted pursuant
to the exchange offers to retail brokers that are appropriately
designated by their beneficial holder clients to receive this fee,
provided that such fee will only be paid with respect to tenders by
beneficial holders whose aggregate principal amount of PotashCorp
notes or Agrium debentures is $250,000 or less.
The Dealer Managers for the exchange offers are:
BofA Merrill
Lynch 214 North Tryon
Street, 14th Floor Charlotte, NC 28255 Attn: Liability Management
Group Toll-Free: (888)
292-0070 Collect: (980)
683-3215
|
|
Morgan Stanley
& Co. 1585
Broadway New York, NY
10036 Attn: Liability
Management
Group Toll-Free: (800)
624-1808 Collect: (212)
761-1057
|
|
RBC Capital
Markets Brookfield
Place 200 Vesey Street,
8th Floor New York,
NY 10281 Attn: Liability
Management
Group Toll-Free: (877)
381-2099 Collect: (212)
618-7843
|
The Exchange Agent and Information Agent for the exchange offers
is:
|
|
|
|
|
|
|
|
|
|
|
D.F. King &
Co., Inc. 48 Wall Street, 22nd Floor
New York, New York 10005
Attention: Andrew Beck
Toll-Free: (866) 745-0270
Collect: (212) 269-5550
Email: ntr@dfking.com
|
The exchange offers are being made pursuant to the terms and
conditions set forth in Nutrien's prospectus supplement filed in
each of the provinces of Canada,
dated March 12, 2018, together with
the accompanying base shelf prospectus, dated March 12, 2018. The prospectus supplement
relating to the issuance of the Nutrien Notes in the exchange
offers and the base shelf prospectus form part of the registration
statement. You may obtain copies of these documents from any of the
Dealer Managers at the addresses set forth above or on EDGAR at
www.sec.gov. Before participating in the exchange offers, you
should read these documents and the documents incorporated by
reference therein for more complete information about Nutrien and
the exchange offers. Upon or promptly following the withdrawal
deadline of 5:00 p.m., New York City time, on March 23, 2018, it is anticipated that PotashCorp
and the trustee under PotashCorp's indenture and Agrium and the
trustees under Agrium's indentures will execute and deliver one or
more supplemental indentures with respect to each affected series
of PotashCorp notes or Agrium debentures for which the requisite
consents have been obtained that will, subject to the satisfaction
or waiver of the conditions to the exchange offer for the affected
series, effectuate the proposed amendments with effect from the
settlement date of the exchange offers. The settlement date is
expected to be the second business day following the expiration of
the exchange offers.
The consummation of each exchange offer is subject to, and
conditional upon, the satisfaction or waiver of the conditions
discussed in the prospectus supplement including, among other
things, the receipt of the requisite consents with respect to the
applicable series or class of PotashCorp notes or Agrium debentures
and the completion of the refinancing of PotashCorp's and Agrium's
respective credit facilities at Nutrien Ltd., as described in the
prospectus supplement.
All amounts referenced herein, including the consideration for
Nutrien Notes, are in U.S. dollars. Dates and times are
subject to extension.
This press release shall not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities described
herein and is also not a solicitation of the related consents. The
exchange offers may be made only pursuant to the terms and
conditions of the prospectus supplement and accompanying prospectus
and the other related materials.
About Nutrien
Nutrien is the world's largest provider of crop inputs and
services, playing a critical role in helping growers increase food
production in a sustainable manner. We produce and distribute over
26 million tonnes of potash, nitrogen and phosphate products
world-wide. With this capability and our leading agriculture retail
network, we are well positioned to supply the needs of our
customers. We operate with a long-term view and are committed to
working with our stakeholders as we address our economic,
environmental and social priorities. The scale and diversity of our
integrated portfolio provides a stable earnings base, multiple
avenues for growth and the opportunity to return capital to
shareholders.
Forward-Looking Statements
Certain statements and other information included in this
press release constitute "forward-looking information" or
"forward-looking statements" (collectively, "forward-looking
statements") under applicable securities laws (such statements are
usually accompanied by words such as "anticipate", "expect",
"believe", "may", "will", "should", "estimate", "intend" or other
similar words). All statements in this press release, other than
those relating to historical information or current conditions, are
forward-looking statements, including, but not limited to Nutrien's
intention to execute the supplemental indentures to effectuate the
proposed amendments, the relative level of protection to holders of
PotashCorp notes and Agrium debentures under an amended indenture,
and the timing of the settlement date. Forward-looking
statements in this press release are based on certain key
expectations and assumptions made by Nutrien, some of which are
outside of Nutrien's control. Although Nutrien believes that the
expectations and assumptions on which such forward-looking
statements are based are reasonable, undue reliance should not be
placed on the forward-looking statements because Nutrien can give
no assurance that they will prove to be correct.
Forward-looking statements are subject to various risks and
uncertainties which could cause actual results and experience to
differ materially from the anticipated results or expectations
expressed in this press release. The key risks and uncertainties
are set forth in the prospectus supplement or in the relevant
documents incorporated by reference in the accompanying prospectus,
as applicable.
Nutrien disclaims any intention or obligation to update or
revise any forward-looking statements in this press release as a
result of new information or future events, except as may be
required under applicable U.S. federal securities laws or
applicable Canadian securities legislation.
FOR FURTHER INFORMATION:
Investor and Media Relations:
Richard Downey
Vice President, Investor & Corporate Relations
(403) 225-7357
Investor Relations:
Jeff
Holzman
Senior Director, Investor Relations
(306) 933-8545
Todd Coakwell
Director, Investor Relations
(403) 225-7437
Contact us at: www.nutrien.com
SOURCE Nutrien Ltd.