8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2006

THE MOSAIC COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-32327	20-0891589
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3033 Campus Drive
Suite E490
Plymouth, Minnesota	55441
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 918-8270

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

The following information is being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing:

The Mosaic Company (“Mosaic”) is seeking amendments to the Credit Agreement dated as of February 18, 2005 among Mosaic, Mosaic Fertilizer, LLC, Mosaic Global Holdings Inc., Mosaic Potash Colonsay ULC, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, as amended (the “Credit Agreement”). Approval of the amendments requires approval by Lenders having Revolving Exposures, Term Loan, Incremental Term Loans and unused Commitments representing more than 50% of the sum of the total Revolving Exposures, outstanding Term Loans and Incremental Term Loans and unused Commitments, within the meaning of the Credit Agreement. There can be no assurance that Mosaic will be able to obtain such approval.

On May 2, 2006, Mosaic announced plans to close indefinitely its South Pierce and Green Bay phosphate fertilizer production plants and Fort Green phosphate mine in central Florida. The three facilities affected by Mosaic’s restructuring actions, which rank as Mosaic’s highest cost Florida operations, will cease production at the end of May 2006. The restructuring of Mosaic’s phosphate business is expected to generate cost reduction benefits by allowing it to maximize production at its most efficient phosphate operations. Mosaic anticipates that the restructuring actions will result in lower raw material and operating costs, reduced capital expenditures and improved cash flow beginning in fiscal 2007. Mosaic estimates that the closure of the facilities on an indefinite basis will result in an after-tax earnings charge in the range of $300 to $400 million during its fiscal quarter ending May 31, 2006, the majority of which will be a non-cash asset-related charge. Of this total charge, Mosaic estimates that the total cash charges (including period expenses such as severance and changes in accruals for asset retirement obligations) will be approximately $130 million. In the fiscal year ending May 31, 2007, total cash expenditures related to the phosphate restructuring activities are estimated to range between $55 and $65 million. These cash expenditures will be approximately offset by a corresponding reduction in capital expenditures as a result of the restructuring, largely due to the elimination of capital requirements for the Fort Green mine. Beyond the fiscal year ending May 31, 2007, for the next several years Mosaic expects ongoing cash closure costs sooner than it would have otherwise expected absent the closures, largely related to ongoing phosphogypsum stack maintenance and water management requirements, as would be typical when closing these types of facilities. Mosaic anticipates that these cash costs will be offset by lower capital expenditures than otherwise would be required during the same time frame at these facilities.

Because of the cash charges associated with the restructuring of Mosaic’s Florida phosphate operations, as well as previously reported soft results of operations for Mosaic’s third fiscal quarter, Mosaic may not be able to satisfy the minimum required interest expense coverage ratio under the Credit Agreement for certain periods. The proposed amendments to the Credit Agreement are being sought primarily in order to reduce the minimum required interest expense coverage from 3.00:1 for the fiscal quarter ended May 31, 2006 and from 3.50:1 for the fiscal quarters ending August 31, 2006 and November 30, 2006 to 2.75:1, and to amend the definition of EBITDA to add back cash charges related to the restructuring. The proposed amendments would also make certain technical and clarifying changes to the Credit Agreement that are unrelated to the restructuring of Mosaic’s Florida phosphate operations.

In addition, Mosaic identified a number of transactions in which certain of its foreign subsidiaries and Mosaic Fertilizer, LLC received letters of credit in connection

with payment for inventory sold to customers and discounted those letters of credit to third parties. The identified transactions involved aggregate discounts of approximately $ 1.2 million. Mosaic is seeking to clarify provisions of the Credit Agreement with respect to such transactions, and to the extent defaults occurred as a result of these transactions, Mosaic is also requesting a waiver of such defaults.

Furnished herewith as Exhibit 99.1 and incorporated by reference herein is a copy of the proposed form of the amendments.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Reference is made to the Exhibit Index hereto with respect to the exhibit furnished herewith. The exhibit listed in the Exhibit Index hereto is being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE MOSAIC COMPANY
Date: May 19, 2006	By:	/s/ Kevin F. Brindley
	Name:	Kevin F. Brindley
	Title:	Vice President and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Proposed form of amendment and waiver to the Credit Agreement dated as of February 18, 2005 among The Mosaic Company, Mosaic Fertilizer, LLC, Mosaic Global Holdings Inc., Mosaic Potash Colonsay ULC, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, as amended (the “Credit Agreement”), for which the registrant is seeking approval

EX-99.1

Exhibit 99.1

FOURTH AMENDMENT AND WAIVER dated as of May 31, 2006, to the Credit Agreement dated as of February 18, 2005, as amended (the “Credit Agreement”), among THE MOSAIC COMPANY, MOSAIC FERTILIZER, LLC, MOSAIC GLOBAL HOLDINGS INC., MOSAIC POTASH COLONSAY ULC, the Foreign Borrowing Subsidiaries party thereto, the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

WHEREAS, the Borrowers (such term and each other capitalized term used but not defined herein having the meanings assigned to such terms in the Credit Agreement, as amended hereby) have requested that the Required Lenders approve amendments to certain provisions of the Credit Agreement and waive certain Defaults; and

WHEREAS, the Required Lenders are willing, on the terms and subject to the conditions set forth herein, to approve such amendments and waivers;

NOW, THEREFORE, in consideration of these premises, the Borrowers and the Required Lenders hereby agree as follows:

SECTION 1. Amendments. Effective as of the Amendment Effective Date (as defined in Section 4 hereof), the Credit Agreement is hereby amended as follows:

(a) The definition of the term “Consolidated EBITDA” set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing at the end of clause (i) of the first proviso thereof and substituting in lieu thereof a comma and (ii) adding after clause (ii) of such proviso before the second proviso thereof:

and (iii) cash charges in an aggregate amount not exceeding $130,000,000 incurred in the fiscal quarter ending May 31, 2006, in connection with the restructuring of the Fertilizer Borrower’s phosphates business in Florida announced on May 2, 2006

(b) The definition of the term “Prepayment Event” set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting “(l) or (m) of Section 6.05” appearing in clause (a) thereof and (ii) substituting in lieu thereof “(l), (m) or (n) of Section 6.05”.

(c) Clause (a) of Section 6.02 of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing at the end of clause (x) thereof, (ii) deleting the period at the end of clause (xi) thereof and substituting in lieu thereof the following: “; and” and (iii) adding after clause (xi) thereof the following:

(xii) the transactions permitted by clause (m), (n) or (o) of Section 6.05.

(d) Clause (e) of Section 6.04 of the Credit Agreement is hereby amended by adding before the first semicolon appearing therein the following: “and other Guarantees constituting Indebtedness permitted by Section 6.01”.

(e) Section 6.05 of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing at the end of clause (m) thereof, (ii) deleting the period at the end of clause (n) thereof and substituting in lieu thereof the word “; and” and (iii) adding following clause (n) thereof the following:

(o) the discount by Foreign Subsidiaries and the Fertilizer Borrower of letters of credit received by them to support or pay accounts receivable arising from the sale by such Foreign Subsidiaries or the Fertilizer Borrower of inventory in the ordinary course of business (including the transfer, without recourse, of the accounts receivable supported or to be paid by such discounted letters of credit); provided that the total discount from face value of the letters of credit and associated accounts receivable resulting from transfers permitted by this clause will not exceed $1,000,000 in any fiscal year;

(f) Section 6.13 of the Credit Agreement is hereby amended by deleting last two rows of the table set forth therein in their entirety and substituting in lieu thereof the following:

December 1, 2005 through and including February 28, 2006	3.00 to 1.00
March 1, 2006 through and including November 30, 2006	2.75 to 1.00
December 1, 2006 and thereafter	3.50 to 1.00

SECTION 2. Waiver and Consent. Upon the Amendment Effective Date, the Required Lenders waive the Defaults and Events of Default, if any, attributable to the discount of letters of credit described in Section 6.05(o) of the Credit Agreement, as amended hereby, which occurred prior to the Amendment Effective Date.

SECTION 3. Representations and Warranties. Each of the U.S. Borrowers represents and warrants to each of the Lenders that, after giving effect to the amendments and waivers contemplated hereby, (a) the representations and warranties of the Borrowers set forth in the Loan Documents are true and correct on and as of the Amendment Effective Date and (b) no Default has occurred and is continuing.

SECTION 4. Effectiveness. This Amendment shall become effective as of the date (the “Amendment Effective Date”) when the Administrative Agent (or its counsel) shall have received (a) copies hereof that, when taken together, bear the signatures of the

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Borrowers and the Required Lenders and (b) to the extent invoiced, payment of all out-of-pocket expenses required to be paid or reimbursed by any Loan Party hereunder or under any other Loan Document.

SECTION 5. Applicable Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.

SECTION 6. No Other Amendments. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein.

SECTION 7. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission (or any other means of electronic transmission) shall be as effective as delivery of a manually executed counterpart of this Amendment.

SECTION 8. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

SECTION 9. Expenses. The Primary Borrowers shall reimburse the Administrative Agent for its reasonable out-of-pocket expenses incurred in connection with this Amendment, including the reasonable fees and expenses of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent.

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IN WITNESS WHEREOF, the Borrowers and the Required Lenders have caused this Amendment to be duly executed by their duly authorized officers, all as of the date first above written.

THE MOSAIC COMPANY,

By

Name:

Title:

MOSAIC FERTILIZER, LLC,

By

Name:

Title:

MOSAIC GLOBAL HOLDINGS INC.,

By

Name:

Title:

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MOSAIC POTASH COLONSAY ULC,

By

Name:

Title:

JPMORGAN CHASE BANK, N.A.,

individually and as Administrative Agent,

By

Name:

Title:

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SIGNATURE PAGE TO FOURTH AMENDMENT AND WAIVER dated as of May 31, 2006, to the CREDIT AGREEMENT dated as of February 18, 2005, as amended, among THE MOSAIC COMPANY, MOSAIC FERTILIZER, LLC, MOSAIC GLOBAL HOLDINGS INC., MOSAIC POTASH COLONSAY ULC, the Foreign Borrowing Subsidiaries party thereto, THE LENDERS, and JPMORGAN CHASE BANK, N.A. as Administrative Agent,

Name of Institution:

By

Name:

Title

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