Nutrien tender offer double oversubscribed at early deadline

Chicago, Nov. 30 – Nutrien Ltd. and wholly-owned subsidiaries Agrium Inc. and Potash Corp. of Saskatchewan Inc. announced the early results of a cash tender offer for an aggregate purchase price of $300 million, according to a press release on Tuesday.

A total of $703,871,000 principal amount of notes were validly tendered and not validly withdrawn by the early deadline.

The company specifically received the following amounts of tendered notes, listed by acceptance priority level, and with pricing details are the following:

• $5,064,000 tendered of the $125 million outstanding 7.8% debentures due 2027 issued by Agrium (Cusip: 008916AC2) with pricing to be 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) with pricing to be based on the 1.375% U.S. Treasury due Nov. 15, 2031 plus 129 bps (non-par callable with calculations based on May 23, 2036);

• $190,000 tendered of the $2,874,000 outstanding 6.125% debentures due 2041 issued by Agrium (Cusip: 008916AJ7) with pricing to be 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 of the $34.45 million outstanding 5.25% debentures due 2045 issued by Agrium (Cusip: 008916AN8) with pricing to be 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 of the $292,911,000 outstanding 7.125% debentures due 2036 issued by Nutrien (Cusip: 67077MAP3) with pricing to be 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 of the $497,126,000 outstanding 6.125% senior notes due 2041 issued by Nutrien (Cusip: 67077MAQ1) with pricing to be 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 of the $465.55 million outstanding 5.25% senior notes due 2045 issued by Nutrien (Cusip: 67077MAS7) with pricing to be 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) with pricing to be based on the 1.375% U.S. Treasury due Nov. 15, 2031 plus 132 bps (non-par callable with calculations based on Dec. 1, 2036);

• $117,647,000 tendered of the $481,152,000 outstanding 5.875% senior notes due 2036 issued by Nutrien (Cusip: 67077MAF5) with pricing to be based on the 1.375% U.S. Treasury due Nov. 15, 2031 plus 132 bps (non-par callable with calculations based on Dec. 1, 2036);

• $7,510,000 tendered of the $47,927,000 outstanding 5.625% notes due 2040 issued by PotashCorp (Cusip: 73755LAK3) with pricing to be based on the 1.75% U.S. Treasury due Aug. 15, 2041 plus 95 bps (non-par callable with calculations based on Dec. 1, 2041); and

• $139,744,000 tendered of the $452,073,000 outstanding 5.625% senior notes due 2040 issued by Nutrien (Cusip: 67077MAG3) with pricing to be based on the 1.75% U.S. Treasury due Aug. 15, 2041 plus 95 bps (non-par callable with calculations based on Dec. 1, 2041).

The total purchase price for the tender offer will not include interest, but interest will also be paid to the settlement date.

Pricing will be determined at 11 a.m. ET on Dec. 1.

An early tender premium of $50 per $1,000 note will be included for early participating holders.

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.

Tenders may be prorated.

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).

Redemptions

As previously reported, notices of redemption were also being sent by the trustees for all of the outstanding principal amount of several series of notes.

The securities will be redeemed on Dec. 16 at a make-whole price, plus interest, to the redemption date.

The issuers are redeeming the

• $492,071,000 outstanding 3.5% senior notes due 2023 (Cusip: 67077MAK4) issued by Nutrien;

• $7,929,000 outstanding 3.5% debentures due 2023 (Cusip: 008916AL2) issued by Agrium;

• $707.94 million outstanding 3.625% senior notes due 2024 (Cusip: 67077MAC2) issued by Nutrien;

• $42,060,000 outstanding 3.625% notes due 2024 (Cusip: 73755LAL1) issued by PotashCorp;

• $533,912,000 outstanding 3.375% senior notes due 2025 (Cusip: 67077MAL2) issued by Nutrien;

• $16,088,000 outstanding 3.375% debentures due 2025 (Cusip: 008916AP3) issued by Agrium.

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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