all amounts are in US dollars
Nutrien Ltd. (“Nutrien”)(NYSE, TSX: NTR), Agrium Inc. (“Agrium”)
and Potash Corporation of Saskatchewan Inc. (“PotashCorp”), each
wholly-owned subsidiaries of Nutrien (together, the “Company”)
today announced the early tender results as of the Early Tender
Time (as defined below) of their previously announced cash tender
offer to purchase up to $300 million (the “Tender Cap”) in
aggregate purchase price (the “Offer”) of their respective debt
securities listed in the table below (collectively, the “Notes”,
and each, a “series” of Notes).
On November 16, 2021, the Company commenced the Offer in
accordance with the terms and conditions set forth in the offer to
purchase, dated November 16, 2021 (the “Offer to Purchase”), sent
to holders of the Notes.
As of 5:00 p.m., New York City time, on November 30, 2021 (the
“Early Tender Time”), $703,871,000 aggregate principal amount of
the Notes were validly tendered and not validly withdrawn pursuant
to the Offer, as set forth in the table below:
Title of Security
Issuer
CUSIP / ISIN Numbers
Principal Amount
Outstanding
Acceptance Priority
Level
Principal Amount Tendered as
of the Early Tender Time
7.800% Debentures due 2027
Agrium
008916 AC2/ US008916AC28
$125,000,000
1
$5,064,000
7.125% Debentures due 2036
Agrium
008916 AG3/ US008916AG32
$7,089,000
2
$0
6.125% Debentures due 2041
Agrium
008916 AJ7/ US008916AJ70
$2,874,000
3
$190,000
5.250% Debentures due 2045
Agrium
008916 AN8/ US0089AN82
$34,450,000
4
$16,000
7.125% Senior Notes due 2036
Nutrien
67077M AP3/ US67077MAP32
$292,911,000
5
$87,697,000
6.125% Senior Notes due 2041
Nutrien
67077M AQ1/ US67077MAQ15
$497,126,000
6
$99,035,000
5.250% Senior Notes due 2045
Nutrien
67077M AS7/ US67077MAS70
$465,550,000
7
$244,469,000
5.875% Notes due 2036
PotashCorp
73755L AD9/ US73755LAD91
$18,848,000
8
$2,499,000
5.875% Senior Notes due 2036
Nutrien
67077M AF5/ US67077MAF59
$481,152,000
9
$117,647,000
5.625% Notes due 2040
PotashCorp
73755L AK3/ US73755LAK35
$47,927,000
10
$7,510,000
5.625% Senior Notes due 2040
Nutrien
67077M AG3/ US67077MAG33
$452,073,000
11
$139,744,000
Pursuant to the terms of the Offer, following the Expiration
Time (as defined below), the Company will accept for purchase Notes
that have been validly tendered and not validly withdrawn up to the
Tender Cap and in accordance with the Acceptance Priority Levels
set forth in the table above and subject to proration as described
in the Offer to Purchase. Because the tender offer was fully
subscribed as of the Early Tender Time, no Notes of any series
tendered after the Early Tender Time (regardless of acceptance
priority level) will be accepted for purchase, as described in the
Offer to Purchase.
As set forth in the Offer to Purchase, subject to the Tender
Cap, Acceptance Priority Levels and proration, holders who validly
tendered and did not validly withdraw their Notes at or prior to
the Early Tender Time are eligible to receive the Full Tender Offer
Consideration, which will be determined at 11:00 a.m., New York
City time, on December 1, 2021. In addition, holders that validly
tendered Notes that are accepted for purchase by the Company will
receive accrued and unpaid interest from, and including, the last
interest payment date for their tendered Notes to, but not
including, the Settlement Date (which is currently expected to be
December 16, 2021), rounded to the nearest cent.
The Withdrawal Deadline for the Offer was 5:00 p.m., New York
City time, on November 30, 2021, and has not been extended for any
series of Notes. The Offer will expire at 11:59 p.m., New York City
time, on December 14, 2021, unless extended or earlier terminated
by the Company (such date and time with respect to the Offer, as
the same may be extended or earlier terminated, with respect to any
or all series, the “Expiration Time”).
The Offer is subject to the satisfaction or waiver of certain
conditions specified in the Offer to Purchase.
Capitalized terms used in this press release and not defined
herein have the meanings given to them in the Offer to
Purchase.
BMO Capital Markets Corp. and Wells Fargo Securities, LLC are
acting as joint dealer managers for the Offer. For additional
information regarding the terms of the Offer, please contact: BMO
Capital Markets Corp. toll-free at (833) 418-0762 or collect at
(212) 702-1840 or Wells Fargo Securities, LLC toll-free at (866)
309-6316 or collect at (704) 410-4756. Requests for the Offer to
Purchase may be directed to D.F. King & Co., Inc., which is
acting as the Tender Agent and Information Agent for the Offer, at
+1(800) 676-7437 (toll-free) or by email at nutrien@dfking.com. The
Offer to Purchase can be accessed at the following web address:
www.dfking.com/nutrien.
Advisory
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER OR SOLICITATION TO PURCHASE NOTES. THE OFFER IS BEING MADE
SOLELY PURSUANT TO THE OFFER TO PURCHASE, WHICH SETS FORTH THE
COMPLETE TERMS OF THE OFFER THAT HOLDERS OF THE NOTES SHOULD
CAREFULLY READ PRIOR TO MAKING ANY DECISION.
THE OFFER TO PURCHASE DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION TO PURCHASE NOTES IN ANY JURISDICTION IN WHICH, OR TO
OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS.
IN ANY JURISDICTION IN WHICH THE SECURITIES, BLUE SKY OR OTHER LAWS
REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE
OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF THE COMPANY BY ONE OR
MORE OF THE JOINT DEALER MANAGERS, IF ANY OF THE JOINT DEALER
MANAGERS ARE LICENSED BROKERS OR DEALERS UNDER THE LAWS OF SUCH
JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT
ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
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
approximately 27 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
often accompanied by words such as "“anticipate”, “forecast”,
“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 principal amount of debt securities of any series to
be purchased in the Offer and the timing of the Settlement Date.
Forward-looking statements in this press release are subject to a
number of assumptions, risks and uncertainties, many of which are
beyond our control, which could cause actual results to differ
materially from such forward-looking statements. The key risks and
uncertainties are set forth in the Offer to Purchase, in the
relevant documents incorporated by reference in the Offer to
Purchase, and in Nutrien reports filed with the Canadian securities
regulatory authorities and the United States Securities and
Exchange Commission. As such, undue reliance should not be placed
on these forward-looking statements.
The Company 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211130006166/en/
Investor Relations: Jeff Holzman Vice President, Investor
Relations (306) 933-8545 investors@nutrien.com Tim Mizuno Director,
Investor Relations (306) 933-8548 Media Relations: Megan
Fielding Vice President, Brand & Culture Communications (403)
797-3015 Contact us at: www.nutrien.com
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