Nutrien prices capped tender offer, posts acceptance amounts

By Wendy Van Sickle

Columbus, Ohio, Dec. 1 – Nutrien Ltd. and wholly owned subsidiaries Agrium Inc. and Potash Corp. of Saskatchewan Inc. announced the pricing of their cash tender offers for several series of notes, according to a press release.

A total of $703,871,000 principal amount of notes were validly tendered and not validly withdrawn by the early deadline of 5 p.m. ET on Nov. 30, as previously reported.

The company launched the offer with a cap of $300 million and announced Wednesday that it will prorate the notes tendered from the series that is seventh in acceptance priority and will not accept tenders for series of lower acceptance priority than that. All of the tenders from the six highest acceptance-priorities will be accepted, although none were submitted for the series that is second in priority.

The company announced the following tender amounts and the total considerations per $1,000 principal amount:

• $5,064,000 tendered and accepted of the $125 million outstanding 7.8% debentures due 2027 issued by Agrium (Cusip: 008916AC2) for $1,274.77, based on the 1.125% U.S. Treasury due Oct. 31, 2026 plus 90 basis points (non-par callable with calculations based on the Feb. 1, 2027 maturity date);

• None of the $7,089,000 outstanding 7.125% debentures due 2036 issued by Agrium (Cusip: 008916AG3);

• $190,000 tendered and accepted of the $2,874,000 outstanding 6.125% debentures due 2041 issued by Agrium (Cusip: 008916AJ7) for $1,461.08, based on the 1.75% U.S. Treasury due Aug. 15, 2041 plus 98 bps (par callable with any required make-whole payments extending through the maturity date with a par call date of July 15, 2040);

• $16,000 tendered and accepted of the $34.45 million outstanding 5.25% debentures due 2045 issued by Agrium (Cusip: 008916AN8) for $1,390.00, based on the 2% U.S. Treasury due Aug. 15, 2051 plus 105 bps (par callable with any make-whole payment through par call date on July 15, 2044);

• $87,697,000 tendered and accepted of the $292,911,000 outstanding 7.125% debentures due 2036 issued by Nutrien (Cusip: 67077MAP3) for $1,513.89 based on the 1.375% U.S. Treasury due Nov. 15, 2031 plus 129 bps (non-par callable with calculations based on the May 23, 2036 maturity date);

• $99,035,000 tendered and accepted of the $497,126,000 outstanding 6.125% senior notes due 2041 issued by Nutrien (Cusip: 67077MAQ1) for $1,461.08 based on the 1.75% U.S. Treasury due Aug. 15, 2041 plus 98 bps (par callable with any make-whole payments extending through maturity date with a par call date of July 15, 2040);

• $244,469,000 tendered and $11,354,000 accepted of the $465.55 million outstanding 5.25% senior notes due 2045 issued by Nutrien (Cusip: 67077MAS7) for $1,390.00 based on the 2% U.S. Treasury due Aug. 15, 2051 plus 105 bps (par callable with make-whole through par call date with calculations based on July 15, 2044);

• $2,499,000 tendered of the $18,848,000 outstanding 5.875% notes due 2036 issued by PotashCorp. (Cusip: 73755LAD9), none of which will be accepted;

• $117,647,000 tendered of the $481,152,000 outstanding 5.875% senior notes due 2036 issued by Nutrien (Cusip: 67077MAF5), none of which will be accepted;

• $7.51 million tendered of the $47,927,000 outstanding 5.625% notes due 2040 issued by Potash Corp (Cusip: 73755LAK3), none of which will be accepted); and

• $139,744,000 tendered of the $452,073,000 outstanding 5.625% senior notes due 2040 issued by Nutrien (Cusip: 67077MAG3), none of which will be accepted.

Interest will also be paid to the settlement date.

Pricing was determined at 11 a.m. ET on Dec. 1.

An early tender premium of $50 per $1,000 note is included in the total considerations.

The early deadline for the full consideration was 5 p.m. ET on Nov. 30.

The early deadline was also the withdrawal deadline.

Holders tendering after the early deadline would have received the relevant calculated consideration minus the early premium.

The offer will technically expire at 11:59 p.m. ET on Dec. 14. However, because the offer was fully subscribed by the early deadline, no more notes will be accepted for purchase.

Settlement is planned for Dec. 16.

BMO Capital Markets Corp. (833 418-0762, 212 702-1840) and Wells Fargo Securities, LLC (866 309-6316, 704 410-4756) are the joint dealer managers.

D.F. King & Co., Inc. is the information and tender agent for the offer (800 676-7436, nutrien@dfking.com, www.dfking.com/nutrien).

Nutrien is a Canadian fertilizer manufacturer based in Saskatoon, Sask. Agrium is a Calgary, Alta.-based agriculture products retailer. Potash is a fertilizer and related industrial and feed products company based in Saskatoon, Sask.

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