Nutrien Announces Results of Early Tenders and Extension of Early Tender Time
TSX - Toronto Stock Exchange
Canada NewsWire
CALGARY, March 26, 2018
NYSE, TSX: NTR
CALGARY, March 26, 2018/CNW/ - Nutrien Ltd. ("Nutrien") announced today that, as of 5:00 p.m.New York Citytime, 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amounts of each series of notes or debentures listed in the table below had been validly tendered and not validly withdrawn.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, 2018and will expire at 12:00 midnight (the last minute of the day), New York Citytime, 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 Citytime, 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 Citytime, on March 23, 2018to 5:00 p.m., New York Citytime, on March 30, 2018. The Early Participation Premium consists of $50principal 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 Citytime, 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, 14thFloor
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, 8thFloor
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 Canadaand 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.
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