NYSE, TSX: NTR
CALGARY, March 26, 2018 /CNW/ - Nutrien Ltd.
("Nutrien") announced today that, as of 5:00
p.m. New York City time, on
March 23, 2018 (the "Early Tender
Time"), the aggregate principal amounts of each series of notes or
debentures listed in the table below had been validly tendered and
not validly withdrawn. The notes and debentures, issued by Potash
Corporation of Saskatchewan Inc. ("PotashCorp") or Agrium Inc.
("Agrium"), as applicable, each of which is a wholly owned
subsidiary of Nutrien, were tendered in connection with Nutrien's
previously announced offers to exchange all such notes or
debentures, as applicable, for new notes to be issued by Nutrien
(collectively, the "Nutrien Notes"), and the related consent
solicitation to amend the terms of the notes and debentures. The
prospectus supplement relating to the issuance of the Nutrien Notes
in the exchange offers (the "prospectus supplement"), together with
a base shelf prospectus, form part of Nutrien's registration
statement on Form F-10, as amended (the "registration statement"),
that became effective on March 12,
2018.
Aggregate
Principal
Amount
|
Series of
Notes
Issued by
PotashCorp to
be Exchanged
|
CUSIP
No.
|
Aggregate
Principal Amount
Tendered and
Consents Received
as of the Early
Tender Time
|
Percentage of
Total
Outstanding Principal
Amount of Such Series of
Existing Notes Tendered
and Consenting as of the
Early Tender Time
|
$500,000,000
|
6.500% Senior Notes
due 2019
|
73755LAF4
|
$454,425,000
|
90.89%
|
|
|
|
|
|
$500,000,000
|
4.875% Senior Notes
due 2020
|
73755LAH0
|
$452,378,000
|
90.48%
|
|
|
|
|
|
$750,000,000
|
3.625% Senior Notes
due 2024
|
73755LAL1
|
$702,489,000
|
93.67%
|
|
|
|
|
|
$500,000,000
|
3.000% Senior Notes
due 2025
|
73755LAM9
|
$435,717,000
|
87.14%
|
|
|
|
|
|
$500,000,000
|
4.000% Senior Notes
due 2026
|
73755LAN7
|
$408,617,000
|
81.72%
|
|
|
|
|
|
$500,000,000
|
5.875% Senior Notes
due 2036
|
73755LAD9
|
$459,391,000
|
91.88%
|
|
|
|
|
|
$500,000,000
|
5.625% Senior Notes
due 2040
|
73755LAK3
|
$451,357,000
|
90.27%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
Principal
Amount
|
Series of
Debentures
Issued by
Agrium to be
Exchanged
|
CUSIP
No.
|
Aggregate
Principal Amount
Tendered and
Consents Received
as of the Early
Tender Time
|
Percentage of
Total
Outstanding Principal
Amount of Such Series of
Existing Debentures
Tendered and Consenting
as of the Early Tender
Time
|
$500,000,000
|
6.750% Debentures due
2019
|
008916AH1
|
$459,876,000
|
91.98%
|
|
|
|
|
|
$500,000,000
|
3.150% Debentures due
2022
|
008916AK4
|
$462,004,000
|
92.40%
|
|
|
|
|
|
$500,000,000
|
3.500% Debentures due
2023
|
008916AL2
|
$487,966,000
|
97.59%
|
|
|
|
|
|
$550,000,000
|
3.375% Debentures due
2025
|
008916AP3
|
$512,670,000
|
93.21%
|
|
|
|
|
|
$125,000,000
|
7.800% Debentures due
2027
|
008916AC2
|
$37,085,000
|
29.67%
|
|
|
|
|
|
$450,000,000
|
4.125% Debentures due
2035
|
008916AQ1
|
$438,166,000
|
97.37%
|
|
|
|
|
|
$300,000,000
|
7.125% Debentures due
2036
|
008916AG3
|
$288,300,000
|
96.10%
|
|
|
|
|
|
$500,000,000
|
6.125% Debentures due
2041
|
008916AJ7
|
$494,941,000
|
98.99%
|
|
|
|
|
|
$500,000,000
|
4.900% Debentures due
2043
|
008916AM0
|
$494,689,000
|
98.94%
|
|
|
|
|
|
$500,000,000
|
5.250% Debentures due
2045
|
008916AN8
|
$456,480,000
|
91.30%
|
The exchange offers and consent solicitations (together, the
"exchange offers") are being made pursuant to the terms and
conditions set forth in the prospectus supplement. The
exchange offers commenced on March 12,
2018 and will expire at 12:00 midnight (the last minute of
the day), New York City time, on
April 6, 2018, unless extended (the
"expiration time"). The Nutrien Notes are expected to be
issued promptly on or about the second business day following the
expiration time (the "settlement date").
The withdrawal deadline for tendered PotashCorp notes and Agrium
debentures was 5:00 p.m.,
New York City time, on
March 23, 2018. As a result,
tendered PotashCorp notes and Agrium debentures may not be
withdrawn.
In addition, Nutrien announced today amendments to each of the
exchange offers to extend the period during which validly tendered
(and not validly withdrawn) PotashCorp notes and/or Agrium
debentures are eligible to receive the Early Participation Premium
(as defined in the prospectus supplement) from 5:00 p.m., New York
City time, on March 23, 2018
to 5:00 p.m., New York City time, on March 30, 2018. The Early Participation
Premium consists of $50 principal
amount of Nutrien Notes having an interest rate and maturity
identical to the applicable series of PotashCorp Notes or Agrium
accepted for exchange. The expiration time of each of the exchange
offers continues to be 12:00 midnight, New York City time, on April 6, 2018, unless extended.
Other than the amendments described above, all terms and
conditions in the prospectus supplement remain unchanged.
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
and with the U.S. Securities and Exchange Commission, dated
March 12, 2018, as amended as of the
date hereof, 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.
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, as described in the prospectus supplement.
All amounts referenced herein 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 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.