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Nutrien Announces Results of Early Tenders and Amendments to Exchange Offers

NYSE, TSX: NTR

CALGARY, April 2, 2018 /CNW/ - Nutrien Ltd. ("Nutrien") announced today that, as of 5:00 p.m. New York City time, on March 30, 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amounts of each series of notes or debentures listed in the table below had been validly tendered and not validly withdrawn.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 solicitations 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

$455,036,000

91.01%

$500,000,000

4.875% Senior
Notes due 2020

73755LAH0

$454,020,000

90.80%

$750,000,000

3.625% Senior
Notes due 2024

73755LAL1

$702,689,000

93.69%

$500,000,000

3.000% Senior
Notes due 2025

73755LAM9

$440,028,000

88.01%

$500,000,000

4.000% Senior
Notes due 2026

73755LAN7

$411,596,000

82.32%

$500,000,000

5.875% Senior
Notes due 2036

73755LAD9

$481,141,000

96.23%

$500,000,000

5.625% Senior
Notes due 2040

73755LAK3

$451,382,000

90.28%

 

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

$459,883,000

91.98%

$500,000,000

3.150%
Debentures due
2022

008916AK4

$466,062,000

93.21%

$500,000,000

3.500%
Debentures due
2023

008916AL2

$489,771,000

97.95%

$550,000,000

3.375%
Debentures due
2025

008916AP3

$530,872,000

96.52%

$125,000,000

7.800%
Debentures due
2027

008916AC2

$39,515,000

31.61%

$450,000,000

4.125%
Debentures due
2035

008916AQ1

$438,216,000

97.38%

$300,000,000

7.125%
Debentures due
2036

008916AG3

$289,903,000

96.63%

$500,000,000

6.125%
Debentures due
2041

008916AJ7

$495,689,000

99.14%

$500,000,000

4.900%
Debentures due
2043

008916AM0

$494,789,000

98.96%

$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, 2018 and, except as indicated below with respect to the exchange offer for the 7.800% Debentures due 2027 of Agrium (the "2027 Debentures"), will expire at 12:00 midnight (the last minute of the day), New York City time, on April 6, 2018, unless extended (the "expiration time").  The Nutrien Notes other than the 2027 Debentures 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 City time, on March 23, 2018.  As a result, tendered PotashCorp notes and Agrium debentures may not be withdrawn. 

Nutrien also 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 City time, on March 30, 2018 to 5:00 p.m., New York City time, on April 6, 2018.  The Early Participation Premium consists of $50 principal 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, other than the exchange offer with respect to the 2027 Debentures, continues to be 12:00 midnight, New York City time, on April 6, 2018, unless extended.

In addition, Nutrien announced today an additional amendment with respect to the exchange offer for the 2027 Debentures. The amendment provides for:

(i) an increase in the consideration offered per $1,000 principal amount of 2027 Debentures tendered, as set forth in the table below; and

(ii) an extension of the expiration time of the exchange offer with respect to the 2027 Debentures from 12:00 midnight (the last minute of the day), New York City time, on April 6, 2018 to 12:00 midnight (the last minute of the day), New York City time, on April 13, 2018, unless extended (the "2027 Debenture Expiration Time").

Aggregate
Principal

Amount

Series of
Debentures
Issued by
Agrium to be
Exchanged

CUSIP No.

Series of
Nutrien Notes
to be Issued
by Nutrien

Exchange Consideration
(1)(2)

Early
Participation
Premium

(1)(2)

Total Consideration
(1)(2)(3)

Nutrien
Notes

(principal

amount)

Cash

Nutrien Notes

(principal

amount)

Nutrien
Notes

(principal

amount)

Cash

$125,000,000

7.800%
Debentures due
2027

008916AC2

7.800% Senior
Notes due
2027

$950

$5.00

$50

$1,000

$5.00










(1)

Consideration per $1,000 principal amount of 2027 Debentures validly tendered and accepted, subject to any rounding.

(2)

The term "Nutrien Notes" in this column refers to the series of Nutrien Notes of like maturity and coupon as the 2027 Debentures.

(3)

Includes the Early Participation Premium for 2027 Debentures validly tendered prior to 5:00 p.m., New York City time, on April 6, 2018 and not validly withdrawn.

 

Holders who have previously tendered their 2027 Debentures will receive the increased consideration set forth in the table above.  The Nutrien Notes to be issued in exchange for the 2027 Debentures are expected to be issued promptly on or about the second business day following the 2027 Debenture Expiration Time (the "2027 Debenture Settlement Date"). 

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, 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 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: [email protected]

 

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 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.  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 and the 2027 Debenture 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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