NYSE, TSX: NTR
CALGARY, April 9, 2018 /PRNewswire/ - Nutrien Ltd.
("Nutrien") announced today that, as of 12:00 midnight,
New York City time, on
April 6, 2018, the aggregate
principal amounts of each series of notes or debentures issued by
Potash Corporation of Saskatchewan Inc. ("PotashCorp") or Agrium
Inc. ("Agrium"), as applicable, listed in the table below had been
validly tendered and not validly withdrawn in Nutrien's exchange
offers for those notes and debentures. The prospectus supplement
relating to the issuance of new notes to be issued by Nutrien
(collectively, the "Nutrien Notes") in the exchange offers, as
amended (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
Expiration Time
|
Percentage of
Total
Outstanding Principal
Amount of Such Series of
Existing Notes Tendered
and Consenting as of the
Expiration Time
|
|
|
$500,000,000
|
|
6.500% Senior Notes
due 2019
|
|
73755LAF4
|
$455,260,000
|
91.05%
|
|
|
|
|
|
|
|
$500,000,000
|
|
4.875% Senior Notes
due 2020
|
|
73755LAH0
|
$460,905,000
|
92.18%
|
|
|
|
|
|
|
|
$750,000,000
|
|
3.625% Senior Notes
due 2024
|
|
73755LAL1
|
$707,940,000
|
94.39%
|
|
|
|
|
|
|
|
$500,000,000
|
|
3.000% Senior Notes
due 2025
|
|
73755LAM9
|
$451,344,000
|
90.27%
|
|
|
|
|
|
|
|
$500,000,000
|
|
4.000% Senior Notes
due 2026
|
|
73755LAN7
|
$411,749,000
|
82.35%
|
|
|
|
|
|
|
|
$500,000,000
|
|
5.875% Senior Notes
due 2036
|
|
73755LAD9
|
$481,152,000
|
96.23%
|
|
|
|
|
|
|
|
$500,000,000
|
|
5.625% Senior Notes
due 2040
|
|
73755LAK3
|
$452,073,000
|
90.41%
|
Aggregate
Principal
Amount
|
Series of
Debentures
Issued by
Agrium to be
Exchanged
|
CUSIP
No.
|
Aggregate
Principal
Amount Tendered
and Consents
Received as of the
Expiration Time
|
Percentage of
Total
Outstanding Principal
Amount of Such Series of
Existing Debentures
Tendered and Consenting
as of the Expiration Time
|
|
|
$500,000,000
|
6.750% Debentures due
2019
|
008916AH1
|
$459,933,000
|
91.99%
|
|
|
|
|
|
|
|
$500,000,000
|
3.150% Debentures due
2022
|
008916AK4
|
$479,037,000
|
95.81%
|
|
|
|
|
|
|
|
$500,000,000
|
3.500% Debentures due
2023
|
008916AL2
|
$492,071,000
|
98.41%
|
|
|
|
|
|
|
|
$550,000,000
|
3.375% Debentures due
2025
|
008916AP3
|
$533,912,000
|
97.07%
|
|
|
|
|
|
|
|
$450,000,000
|
4.125% Debentures due
2035
|
008916AQ1
|
$438,216,000
|
97.38%
|
|
|
|
|
|
|
|
$300,000,000
|
7.125% Debentures due
2036
|
008916AG3
|
$292,911,000
|
97.64%
|
|
|
|
|
|
|
|
$500,000,000
|
6.125% Debentures due
2041
|
008916AJ7
|
$497,126,000
|
99.43%
|
|
|
|
|
|
|
|
$500,000,000
|
4.900% Debentures due
2043
|
008916AM0
|
$498,789,000
|
99.76%
|
|
|
|
|
|
|
|
$500,000,000
|
5.250% Debentures due
2045
|
008916AN8
|
$465,550,000
|
93.11%
|
|
The exchange offers and consent solicitations for the notes or
debentures listed in the table above (together, the "exchange
offers") were made pursuant to the terms and conditions set forth
in the prospectus supplement. The exchange offers commenced
on March 12, 2018 and expired at
12:00 midnight, New York City
time, on April 6, 2018. The
Nutrien Notes are expected to be issued on or about April 10, 2018.
Nutrien also announced today that it has terminated its exchange
offer for the 7.800% Debentures due 2027 of Agrium (CUSIP No.
008916AC2) (the "2027 debentures") that was being made pursuant to
the terms and conditions set forth in the prospectus supplement and
that was scheduled to expire at 12:00 midnight (the last minute of
the day), New York City time, on
April 13, 2018. All 2027
debentures tendered into the exchange offer will be promptly
returned to holders.
Nutrien further announced that it is soliciting, on behalf of
Agrium, consents (the "2027 consent solicitation") from holders of
the 2027 debentures to amend (the "reporting covenant amendment")
the reporting covenant set forth in the indenture, dated
January 31, 1997, governing the 2027
debentures to provide that reports of Nutrien, as opposed to
Agrium, will satisfy that covenant. Nutrien may, in its sole
discretion, terminate, extend or amend the 2027 consent
solicitation at any time. If the 2027 consent solicitation is
terminated, the reporting covenant amendment will have not become
effective.
Additionally, the Company announced that it expects to complete
the refinancing of PotashCorp's and Agrium's respective credit
facilities with a new Nutrien credit facility on or about
April 10, 2018. This
refinancing is a condition to completion of the exchange offers, as
described in the prospectus supplement.
The Dealer Managers for the exchange offers and Solicitation
Agents for the 2027 consent solicitation 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 for the exchange offers and Information Agent
for the exchange offers and the 2027 consent solicitation 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 were 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. 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.
This press release is for informational purposes only and the
2027 consent solicitation is only being made pursuant to the terms
of the consent solicitation statement and the related consent
form. None of Nutrien, the trustee for the 2027 debentures,
the Solicitation Agents or the Information Agent makes any
recommendation as to whether or not holders of the 2027 debentures
should deliver consents. Each holder of 2027 debentures must make
its own decision as to whether or not to deliver consents.
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 issuance of the Nutrien Notes, elements of the 2027
consent solicitation and the expected refinancing of PotashCorp's
and Agrium's respective credit facilities with a new Nutrien credit
facility. 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
View original
content:http://www.prnewswire.com/news-releases/nutrien-announces-final-results-of-exchange-offers-termination-of-exchange-offer-for-2027-debentures-and-commencement-of-consent-solicitation-300626142.html
SOURCE Nutrien Ltd.