Nutrien announces response in Potash, Agrium note exchange, extends early deadline

New York, March 26 – Nutrien Ltd. announced the response so far in its offers to exchange all of the outstanding notes of Potash Corp. of Saskatchewan Inc. and all of the outstanding debentures of Agrium Inc. for new notes issued by Nutrien and extended the early deadline by a week, according to a press release.

The new cut-off date to receive the early exchange premium is 5 p.m. ET on March 30, pushed back from 5 p.m. ET on March 23.

The response as of the former deadline for the Potash Corp. notes is:

• $454,425,000, or 90.89%, of the $500 million of 6.5% senior notes due 2019;

• $452,378,000, or 90.48%, of the $500 million of 4.875% senior notes due 2020;

• $702,489,000, or 93.67%, of the $750 million of 3.625% senior notes due 2024;

• $435,717,000, or 87.14%, of the $500 million of 3% senior notes due 2025;

• $408,617,000, or 81.72%, of the $500 million of 4% senior notes due 2026;

• $459,391,000, or 91.88%, of the $500 million of 5.875% senior notes due 2036; and

• $451,357,000, or 90.27%, of the $500 million of 5.625% senior notes due 2040.

For the Agrium debentures, the response is:

• $459,876,000, or 91.98%, of the $500 million of 6.75% debentures due 2019;

• $462,004,000, or 92.40%, of the $500 million of 3.15% debentures due 2022;

• $487,966,000, or 97.59%, of the $500 million of 3.5% debentures due 2023;

• $512.67 million, or 93.21%, of the $500 million of 3.375% debentures due 2025;

• $37,085,000, or 29.67%, of the $125 million of 7.8% debentures due 2027;

• $438,166,000, or 97.37%, of the $450 million of 4.125% debentures due 2035;

• $288.3 million, or 96.10%, of the $300 million of 7.125% debentures due 2036;

• $494,941,000, or 98.99%, of the $500 million of 6.125% debentures due 2041;

• $494,689,000, or 98.94%, of the $500 million of 4.9% debentures due 2043; and

• $456.48 million, or 91.30%, of the $500 million of 5.25% debentures due 2045.

As announced when the exchange was launched on March 12, for each series, Nutrien is offering new notes with identical coupons and maturities to the existing notes or debentures.

The total consideration in each case will be $1,000 of new notes and $1 in cash per $1,000 of existing notes or debentures tendered by the early deadline.

The early consideration includes an early participation premium of $50 of new notes per $1,000 principal amount of existing notes that will not be paid to holders who tender after the early deadline.

In connection with the exchange offers, Nutrien is also soliciting consents from holders of the notes and debentures to amend their terms to eliminate certain covenants and events of default provisions.

If the proposed amendments are adopted with respect to a particular series of Potash Corp. notes or Agrium debentures, the existing notes or debentures of that series will be governed by an amended indenture, which will have different terms and afford significantly reduced protection to the holders of those securities compared to those currently applicable or those that will be applicable to the newly issued Nutrien notes, the company said.

In order for the amendments to be adopted for a series of Potash Corp. notes, holders of a majority of the outstanding principal amount of the notes must consent to them.

In order for the amendments to be adopted for the Agrium debentures issued under the Jan. 31, 1997 indenture, holders of a majority of the outstanding principal amount of the debentures must consent to them.

In order for the amendments to be adopted for the Agrium debentures issued under the May 16, 2006 indenture, holders of a majority of the outstanding principal amount of the debentures, voting together as a class, must consent to them.

By tendering Potash Corp. notes or Agrium debentures for exchange, holders will be deemed to have validly delivered their consents to the proposed amendments.

The exchange offers and consent solicitations continue until midnight ET on April 7.

The new Nutrien notes will rank pari passu as to priority of payment with all of Nutrien's other outstanding unsecured debt.

BofA Merrill Lynch (888 292-0070 or 980 683-3215), Morgan Stanley & Co. (800 624-1808 or 212 761-1057) and RBC Capital Markets (877 381-2099 or 212 618-7834) are the dealer managers for the exchange offers.

D.F. King & Co., Inc. (866 745-0270, 212 269-5550 or ntr@dfking.com) is the exchange and information agent.

Calgary, Alta.-based Nutrien is a provider of crop inputs and services, helping growers increase food production in a sustainable manner. It was created when Potash Corp. and Agrium merged in January.

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