UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Issuer
Pursuant to Section 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of: March, 2018
Commission File Number: 001-38336
NUTRIEN LTD.
(Name of registrant)
Suite 500, 122 1st Avenue South Saskatoon, Saskatchewan S7K 7G3 Canada |
13131 Lake Fraser Drive S.E. Calgary, Alberta T2J 7E8 Canada | |
(Address of principal executive offices) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Exhibits 99.2 through 99.8 to this report on Form 6-K shall be incorporated by reference into, and as exhibits to, the registrants Registration Statement on Form F-10 (File No. 333-223273) under the Securities Act of 1933, as amended.
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, thereunto duly authorized.
NUTRIEN LTD. | ||||||
Date: March 12, 2018 | By: | /s/ Robert A. Kirkpatrick | ||||
Name: | Robert A. Kirkpatrick | |||||
Title: | VP & Corporate Secretary |
EXHIBIT INDEX
Exhibit |
Description of Exhibit | |
99.1 | News Release | |
99.2 | Letter of Transmittal | |
99.3 | Soliciting Dealer Form | |
99.4 | Form of Letter to Broker | |
99.5 | Form of Letter to Clients for use by Broker | |
99.6 | Form of Supplemental Indenture No. 1, by and between Potash Corporation of Saskatchewan Inc. and U.S. Bank National Association, as trustee, amending and supplementing the indenture, dated as of February 27, 2003 | |
99.7 | Form of Supplemental Indenture No. 1, by and between Agrium Inc. and The Bank of New York Mellon (as successor in interest to Mellon Bank, N.A.), as trustee, amending and supplementing the indenture, dated as of January 31, 1997 | |
99.8 | Form of Supplemental Indenture No. 3, by and between Agrium Inc. and The Bank of New York Mellon (as successor to J.P. Morgan Trust Company, N.A.), as trustee, amending and supplementing the indenture, dated as of May 16, 2006, as further supplemented |
Exhibit 99.1
NYSE, TSX: NTR |
NEWS RELEASE |
MARCH 12, 2018
NUTRIEN COMMENCES EXCHANGE OFFERS AND CONSENT SOLICITATIONS
Nutrien Ltd. (Nutrien) announced today that it has commenced offers to exchange all validly tendered and accepted notes of Potash Corporation of Saskatchewan Inc. (PotashCorp) and debentures of Agrium Inc. (Agrium) described below, representing all of the outstanding notes and debentures of PotashCorp and Agrium, respectively, for new notes to be issued by Nutrien (the Nutrien Notes) having interest rates and maturities identical to those of the applicable exchanged series of PotashCorp notes or Agrium debentures. The prospectus supplement relating to the issuance of the Nutrien Notes in the exchange offers and the base shelf prospectus form part of Nutriens registration statement on Form F-10 (the registration statement) that became effective on March 12, 2018.
The particulars of the exchange offers are described in the following table:
Aggregate Principal Amount |
Series of Notes |
CUSIP No. | Series of 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 | ||||||||||||||||||||||
$500,000,000 | 6.500% Senior Notes due 2019 | 73755LAF4 | 6.500% Senior Notes due 2019 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$500,000,000 | 4.875% Senior Notes due 2020 | 73755LAH0 | 4.875% Senior Notes due 2020 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$750,000,000 | 3.625% Senior Notes due 2024 | 73755LAL1 | 3.625% Senior Notes due 2024 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$500,000,000 | 3.000% Senior Notes due 2025 | 73755LAM9 | 3.000% Senior Notes due 2025 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$500,000,000 | 4.000% Senior Notes due 2026 | 73755LAN7 | 4.000% Senior Notes due 2026 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$500,000,000 | 5.875% Senior Notes due 2036 | 73755LAD9 | 5.875% Senior Notes due 2036 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$500,000,000 | 5.625% Senior Notes due 2040 | 73755LAK3 | 5.625% Senior Notes due 2040 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 |
Aggregate Principal Amount |
Series of Debentures |
CUSIP No. | Series of 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 | ||||||||||||||||||||||
$500,000,000 | 6.750% Debentures due 2019 | 008916AH1 | 6.750% Senior Notes due 2019 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$500,000,000 | 3.150% Debentures due 2022 | 008916AK4 | 3.150% Senior Notes due 2022 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$500,000,000 | 3.500% Debentures due 2023 | 008916AL2 | 3.500% Senior Notes due 2023 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$550,000,000 | 3.375% Debentures due 2025 | 008916AP3 | 3.375% Senior Notes due 2025 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$125,000,000 | 7.800% Debentures due 2027 | 008916AC2 | 7.800% Senior Notes due 2027 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$450,000,000 | 4.125% Debentures due 2035 | 008916AQ1 | 4.125% Senior Notes due 2035 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$300,000,000 | 7.125% Debentures due 2036 | 008916AG3 | 7.125% Senior Notes due 2036 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$500,000,000 | 6.125% Debentures due 2041 | 008916AJ7 | 6.125% Senior Notes due 2041 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$500,000,000 | 4.900% Debentures due 2043 | 008916AM0 | 4.900% Senior Notes due 2043 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$500,000,000 | 5.250% Debentures due 2045 | 008916AN8 | 5.250% Senior Notes due 2045 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 |
(1) | Consideration per $1,000 principal amount of PotashCorp notes or Agrium debentures, as applicable, validly tendered and accepted, subject to any rounding. |
(2) | The term Nutrien Notes in this column refers, in each case, to the series of Nutrien Notes corresponding to the series of PotashCorp notes or Agrium debentures, as applicable, of like maturity and coupon set forth in the applicable row. |
(3) | Includes the Early Participation Premium for PotashCorp notes and Agrium debentures validly tendered prior to 5:00 p.m., New York City time, on March 23, 2018 and not validly withdrawn. |
In connection with the exchange offers, Nutrien is also soliciting consents from holders of the notes and debentures to amend (the proposed amendments) the terms of the notes and debentures and the applicable indentures governing these securities to eliminate certain covenants and events of default provisions under the applicable indentures and securities. If the proposed amendments are adopted with respect to a particular series of PotashCorp notes or Agrium debentures, the existing notes or debentures of that series will be governed by the applicable amended indenture, which will have different terms and afford significantly reduced protection to the holders of those securities compared to those currently applicable to the PotashCorp notes or Agrium debentures or those that will be applicable to the newly issued Nutrien Notes.
2
In order for the proposed amendments to be adopted with respect to a series of PotashCorp notes, holders of not less than a majority of the aggregate principal amount of the outstanding notes of that series must consent to them. In order for the proposed amendments to be adopted with respect to the Agrium debentures governed by the indenture dated as of January 31, 1997, holders of not less than a majority of the aggregate principal amount of such outstanding Agrium debentures must consent to them. In order for the proposed amendments to be adopted with respect to the Agrium debentures governed by the indenture dated as of May 16, 2006, holders of not less than a majority of the aggregate principal amount of such outstanding Agrium debentures, voting together as a class, must consent to them.
The exchange offers and consent solicitations (together, the exchange offers) commenced on March 12, 2018 and expire at 12:00 midnight (the last minute of the day), New York City time, on April 6, 2018. In exchange for each $1,000 principal amount of PotashCorp notes and Agrium debentures that is validly tendered prior to 5:00 p.m., New York City time, on March 23, 2018, and not validly withdrawn, holders will receive the amounts set out in the table above under the Total Consideration column, which consists of $1,000 principal amount of Nutrien Notes and a cash amount of $1. The total consideration includes the early participation premium set out in the table above, which consists of $50 principal amount of Nutrien Notes. In exchange for each $1,000 principal amount of PotashCorp notes and Agrium debentures that is validly tendered after 5:00 p.m., New York City time, on March 23, 2018 but prior to 12:00 midnight (the last minute of the day), New York City time, on April 6, 2018 and not validly withdrawn, holders will receive the amounts set out in the table above under the Exchange Consideration column, which is equal to the total consideration less the early participation premium and so consists of $950 principal amount of Nutrien Notes and a cash amount of $1.
By tendering PotashCorp notes or Agrium debentures for exchange, holders will be deemed to have validly delivered their consents to the proposed amendments with respect to those notes. Holders of PotashCorp notes and Agrium debentures may withdraw tendered notes at any time before 5:00 p.m., New York City time, on March 23, 2018. Tenders of PotashCorp notes and Agrium debentures, and the corresponding consents to the proposed amendments, may not be withdrawn after 5:00 p.m., New York City time, on March 23, 2018.
Each Nutrien Note issued in exchange for a PotashCorp note or Agrium debenture, as applicable, will have an interest rate and maturity that is identical to the interest rate and maturity of the exchanged PotashCorp note or Agrium debenture, as well as identical interest payment dates. The Nutrien Notes will be Nutriens unsecured obligations and will rank pari passu as to priority of payment with all of Nutriens other outstanding unsecured debt.
Nutrien has agreed, upon consummation of the exchange offers, to pay a soliciting dealer fee equal to $2.50 for each $1,000 principal amount of PotashCorp notes or Agrium debentures that are validly tendered and accepted pursuant to the exchange offers to retail brokers that are appropriately designated by their beneficial holder clients to receive this fee, provided that such fee will only be paid with respect to tenders by beneficial holders whose aggregate principal amount of PotashCorp notes or Agrium debentures is $250,000 or less.
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: ntr@dfking.com
3
The exchange offers are being made pursuant to the terms and conditions set forth in Nutriens prospectus supplement filed in each of the provinces of Canada, dated March 12, 2018, 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. Upon or promptly following the withdrawal deadline of 5:00 p.m., New York City time, on March 23, 2018, it is anticipated that PotashCorp and the trustee under PotashCorps indenture and Agrium and the trustees under Agriums indentures will execute and deliver one or more supplemental indentures with respect to each affected series of PotashCorp notes or Agrium debentures for which the requisite consents have been obtained that will, subject to the satisfaction or waiver of the conditions to the exchange offer for the affected series, effectuate the proposed amendments with effect from the settlement date of the exchange offers. The settlement date is expected to be the second business day following the expiration of 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 and the completion of the refinancing of PotashCorps and Agriums respective credit facilities at Nutrien Ltd., as described in the prospectus supplement.
All amounts referenced herein, including the consideration for Nutrien Notes, 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 worlds 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 Nutriens intention to execute the supplemental indentures to effectuate the proposed amendments, the relative level of protection to holders of PotashCorp notes and Agrium debentures under an amended indenture, and the timing of the 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 Nutriens 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.
4
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
5
Exhibit 99.2
NUTRIEN LTD.
LETTER OF TRANSMITTAL AND CONSENT
Offers to Exchange
All Outstanding Notes or Debentures of Each of the Series Issued By
Potash Corporation of Saskatchewan Inc. and Agrium Inc. as Specified Below For
The Corresponding Series of Notes
Issued by Nutrien Ltd.
And Solicitation of Consents to Amend the Related Indentures
Early Tender Time: 5:00 p.m., New York City time, March 23, 2018, unless extended
Expiration Time: 12:00 midnight (the last minute of the day), New York City time, April 6, 2018, unless extended
Aggregate Principal Amount |
Series of Notes Issued Exchanged (collectively, the PotashCorp Notes) |
Issued under PotashCorp Indenture dated |
CUSIP No. | Series of Notes to be Issued by Nutrien (collectively, the New Nutrien Notes) | ||||
$500,000,000 |
6.500% Senior Notes due 2019 | February 27, 2003 | 73755LAF4 | 6.500% Senior Notes due 2019 | ||||
$500,000,000 |
4.875% Senior Notes due 2020 | February 27, 2003 | 73755LAH0 | 4.875% Senior Notes due 2020 | ||||
$750,000,000 |
3.625% Senior Notes due 2024 | February 27, 2003 | 73755LAL1 | 3.625% Senior Notes due 2024 | ||||
$500,000,000 |
3.000% Senior Notes due 2025 | February 27, 2003 | 73755LAM9 | 3.000% Senior Notes due 2025 | ||||
$500,000,000 |
4.000% Senior Notes due 2026 | February 27, 2003 | 73755LAN7 | 4.000% Senior Notes due 2026 | ||||
$500,000,000 |
5.875% Senior Notes due 2036 | February 27, 2003 | 73755LAD9 | 5.875% Senior Notes due 2036 | ||||
$500,000,000 |
5.625% Senior Notes due 2040 | February 27, 2003 | 73755LAK3 | 5.625% Senior Notes due 2040 | ||||
Aggregate Principal Amount |
Series of Debentures Issued by Agrium to be Exchanged (collectively, the Agrium Notes) |
Issued under Agrium Indenture dated |
CUSIP No. | Series of Notes to be Issued by Nutrien (collectively, the New Nutrien Notes) | ||||
$500,000,000 |
6.750% Debentures due 2019 | May 16, 2006 | 008916AH1 | 6.750% Senior Notes due 2019 | ||||
$500,000,000 |
3.150% Debentures due 2022 | May 16, 2006 | 008916AK4 | 3.150% Senior Notes due 2022 | ||||
$500,000,000 |
3.500% Debentures due 2023 | May 16, 2006 | 008916AL2 | 3.500% Senior Notes due 2023 | ||||
$550,000,000 |
3.375% Debentures due 2025 | May 16, 2006 | 008916AP3 | 3.375% Senior Notes due 2025 | ||||
$125,000,000 |
7.800% Debentures due 2027 | January 31, 1997 | 008916AC2 | 7.800% Senior Notes due 2027 | ||||
$450,000,000 |
4.125% Debentures due 2035 | May 16, 2006 | 008916AQ1 | 4.125% Senior Notes due 2035 | ||||
$300,000,000 |
7.125% Debentures due 2036 | May 16, 2006 | 008916AG3 | 7.125% Senior Notes due 2036 |
Aggregate Principal Amount |
Series of Debentures Issued by Agrium to be Exchanged (collectively, the Agrium Notes) |
Issued under Agrium Indenture dated |
CUSIP No. | Series of Notes to be Issued by Nutrien (collectively, the New Nutrien Notes) | ||||
$500,000,000 |
6.125% Debentures due 2041 | May 16, 2006 | 008916AJ7 | 6.125% Senior Notes due 2041 | ||||
$500,000,000 |
4.900% Debentures due 2043 | May 16, 2006 | 008916AM0 | 4.900% Senior Notes due 2043 | ||||
$500,000,000 |
5.250% Debentures due 2045 | May 16, 2006 | 008916AN8 | 5.250% Senior Notes due 2045 |
THE EXCHANGE OFFERS WILL EXPIRE AT 12:00 MIDNIGHT (THE LAST MINUTE OF THE DAY), NEW YORK CITY TIME, ON APRIL 6, 2018, UNLESS EXTENDED (AS EXTENDED, THE EXPIRATION TIME). POTASHCORP NOTES AND/OR AGRIUM NOTES TENDERED IN THE EXCHANGE OFFERS MAY BE VALIDLY WITHDRAWN AT ANY TIME BEFORE 5:00 P.M., NEW YORK CITY TIME, ON MARCH 23, 2018, UNLESS EXTENDED (AS EXTENDED, THE WITHDRAWAL DEADLINE), BUT THEREAFTER SUCH TENDERS WILL BE IRREVOCABLE, EXCEPT IN LIMITED CIRCUMSTANCES WHERE ADDITIONAL WITHDRAWAL RIGHTS ARE REQUIRED BY LAW. BY TENDERING YOUR POTASHCORP NOTES AND/OR AGRIUM NOTES FOR EXCHANGE, YOU WILL BE DEEMED TO HAVE VALIDLY DELIVERED YOUR CONSENT TO THE PROPOSED AMENDMENTS WITH RESPECT TO THAT SPECIFIC SERIES OF POTASHCORP NOTES AND/OR CLASS OF AGRIUM NOTES. CONSENTS MAY BE REVOKED WITH RESPECT TO SUCH POTASHCORP NOTES AND/OR AGRIUM NOTES AT ANY TIME PRIOR TO THE WITHDRAWAL DEADLINE BY WITHDRAWING THE POTASHCORP NOTES AND/OR AGRIUM NOTES YOU HAVE TENDERED. THE EXCHANGE OFFERS ARE SUBJECT TO, AND CONDITIONED UPON, THE SATISFACTION OR WAIVER OF THE CONDITIONS DISCUSSED IN THE PROSPECTUS SUPPLEMENT UNDER THE EXCHANGE OFFERS AND CONSENT SOLICITATIONSCONDITIONS TO THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS.
Deliver to the Exchange Agent:
D.F. KING & CO., INC.
By Facsimile (Eligible Institutions Only): D.F. King & Co., Inc. Attention: Andrew Beck Confirmation by Telephone: (212) 269-5552 Confirmation by Facsimile: (212) 709-3328 |
By Mail or Hand: 48 Wall Street, 22nd Floor New York, NY 10005 Attention: Andrew Beck |
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL AND CONSENT SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL AND CONSENT IS COMPLETED.
The undersigned hereby acknowledges receipt of the prospectus supplement dated March 12, 2018 (together with the accompanying prospectus, the Prospectus) of Nutrien Ltd., as issuer (Nutrien), and this Letter of Transmittal and Consent (this Letter of Transmittal), which together describe (a) the offers of Nutrien (each, an exchange offer and collectively, the exchange offers) to exchange each properly tendered and accepted note of Potash Corporation of Saskatchewan Inc. (each, a PotashCorp Note and collectively, the PotashCorp Notes) and debenture of Agrium Inc. (each, an Agrium Note and collectively, the Agrium
2
Notes) of a series listed on the cover page of this Letter of Transmittal issued by Potash Corporation of Saskatchewan Inc. (PotashCorp) or Agrium Inc. (Agrium), as applicable, for a new note (each, a Nutrien Note and collectively, the Nutrien Notes) of a corresponding series to be issued by Nutrien and (b) the solicitation of consents (each, a consent solicitation and collectively, the consent solicitations) to amend the indentures governing each series of the PotashCorp Notes and the Agrium Notes, in the case of each of (a) and (b) above, upon the terms and subject to the conditions described in the Prospectus and in this Letter of Transmittal. Capitalized terms used herein and not defined herein have the meaning given to them in the Prospectus.
In exchange for each $1,000 principal amount of PotashCorp Notes and/or Agrium Notes that is validly tendered prior to 5:00 p.m., New York City time, on March 23, 2018, unless extended (as extended, the Early Tender Time), and not validly withdrawn, holders will receive the total exchange consideration (the Total Consideration), which consists of $1,000 principal amount of Nutrien Notes and a cash amount of $1 (the Consent Fee). The Total Consideration includes the early participation premium set out in the table on the cover of the Prospectus (the Early Participation Premium), which consists of $50 principal amount of Nutrien Notes.
In exchange for each $1,000 principal amount of PotashCorp Notes and/or Agrium Notes that is validly tendered after the Early Tender Time but prior to the Expiration Time and not validly withdrawn, holders will receive only the exchange consideration set out in the table on the cover of the Prospectus (the Exchange Consideration), which is equal to the Total Consideration less the Early Participation Premium and so consists of $950 principal amount of Nutrien Notes and the Consent Fee.
The Nutrien Notes will be issued only in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof, other than as described below. In order to be eligible to receive Nutrien Notes pursuant to any particular exchange offer, a holder must validly offer for exchange an amount of the applicable PotashCorp Notes or Agrium Notes at least equal to such minimum denomination. If, with respect to any tender of PotashCorp Notes or Agrium Notes of a particular series, Nutrien would be required to issue a Nutrien Note in a denomination other than $1,000 or an integral multiple of $1,000 in excess thereof, Nutrien will, in lieu of such issuance:
| issue a Nutrien Note in a principal amount that has been rounded down to the nearest lesser integral multiple of $1,000; and |
| pay a cash amount equal to: |
| the difference between (i) the principal amount of the Nutrien Notes to which the tendering holder would otherwise be entitled and (ii) the principal amount of the Nutrien Notes actually issued in accordance with this paragraph; plus |
| accrued and unpaid interest on the principal amount representing such difference to, but excluding the issuance date of the Nutrien Notes on the Settlement Date (as defined herein). However, you will not receive any payment for interest on this cash amount or any accrued or unpaid interest by reason of any delay on the part of the Exchange Agent in making delivery or payment to the holders entitled thereto or any delay in the allocation or crediting of securities or monies received by The Depository Trust Company (DTC) to participants in DTC or in the allocation or crediting of securities or monies received by participants to beneficial owners. In no event will Nutrien be liable for interest or damages in relation to any delay or failure of payment to be remitted to any holder. |
Nutrien plans to issue the Nutrien Notes on or about the second business day following the Expiration Time (the Settlement Date) in book-entry form only through the facilities of DTC. The PotashCorp Notes and Agrium Notes are not, and the Nutrien Notes will not be, listed on any securities exchange.
3
The PotashCorp Notes will participate in the consent solicitations on a series by series basis. The Proposed Amendments (as defined in the Prospectus) with respect to the Indenture, dated as of February 27, 2003 (as amended, supplemented or otherwise modified, the PotashCorp Indenture), between PotashCorp and U.S. Bank National Association, as successor trustee (the PotashCorp Trustee), will not be adopted in respect of a particular series of PotashCorp Notes unless the consents of holders of not less than a majority of the aggregate principal amount of the outstanding PotashCorp Notes of that series are obtained.
The Agrium Notes governed by the respective Agrium Indentures (as defined below) will participate in the consent solicitations on a class by class basis. The Agrium Notes governed by the Indenture, dated as of January 31, 1997 (as amended, supplemented or otherwise modified, the 1997 Agrium Indenture), between Agrium and The Bank of New York Mellon, as successor trustee (the 1997 Agrium Trustee), are referred to herein and in the Prospectus as the Class A Agrium Notes. The Agrium Notes governed by the Indenture, dated as of May 16, 2006 (as amended, supplemented or otherwise modified, the 2006 Agrium Indenture and, together with the 1997 Agrium Indenture, the Agrium Indentures; such Agrium Indentures, together with the PotashCorp Indenture, the Indentures), between Agrium and The Bank of New York Mellon, as successor trustee (the 2006 Agrium Trustee and, together with the 1997 Agrium Trustee, the Agrium Trustees), are referred to herein and in the Prospectus as the Class B Agrium Notes. The Proposed Amendments to the 1997 Agrium Indenture with respect to the Class A Agrium Notes will not be adopted unless the consents of holders of not less than a majority of the aggregate principal amount of the outstanding Class A Agrium Notes are obtained. The Proposed Amendments to the 2006 Agrium Indenture with respect to the Class B Agrium Notes will not be adopted unless the consents of holders of not less than a majority of the aggregate principal amount of the outstanding Class B Agrium Notes are obtained.
The consummation of each exchange offer, with respect to each individual series of PotashCorp Notes and Agrium Notes, is subject to, and conditional upon, among other things, in the case of the exchange offers for each series of PotashCorp Notes, the receipt of valid consents to the applicable Proposed Amendments from the holders of not less than a majority of the aggregate principal amount of the outstanding notes of such series of PotashCorp Notes, in the case of the exchange offers for each series of Class A Agrium Notes, the receipt of valid consents to the applicable Proposed Amendments from the holders of not less than a majority of the aggregate principal amount of the outstanding Class A Agrium Notes, voting as a class, and, in the case of the exchange offers for each series of Class B Agrium Notes, the receipt of valid consents to the applicable Proposed Amendments from the holders of not less than a majority of the aggregate principal amount of the outstanding Class B Agrium Notes, voting as a class, (in each case, the Requisite Consents). Each exchange offer with respect to a particular series of PotashCorp Notes requires the Requisite Consent for the notes of that particular series. Each exchange offer with respect to a particular series of Agrium Notes requires the Requisite Consent of the class to which that series belongs. An exchange offer with respect to a given series of PotashCorp Notes or class of Agrium Notes may be consummated regardless of whether the Requisite Consent is received for any other series of PotashCorp Notes or class of Agrium Notes. Other conditions applicable to the exchange offers are described in the Prospectus under the heading The Exchange Offers and Consent SolicitationsConditions to the Exchange Offers and Consent Solicitations. Nutrien may, at its option and in its sole discretion, waive any such conditions, except the condition that the registration statement of which the Prospectus forms a part remains effective under the United States Securities Act of 1933, as amended. All conditions to a particular exchange offer must be satisfied or, where permitted, waived, at or by the Expiration Time.
This Letter of Transmittal is to be used to accept one or more of the exchange offers if the applicable PotashCorp Notes or Agrium Notes are (i) to be tendered by effecting a book-entry transfer into the Exchange Agents account at DTC and instructions are not being transmitted through DTCs Automated Tender Offer Program (ATOP) or (ii) held in certificated form and thus are to be physically delivered to the Exchange Agent. Unless you intend to tender PotashCorp Notes and/or Agrium Notes through ATOP, you should complete, execute and deliver this Letter of Transmittal, any signature guarantees and any other required documents to indicate the action you desire to take with respect to the exchange offers.
4
Holders of PotashCorp Notes and/or Agrium Notes tendering such notes by book-entry transfer to the Exchange Agents account at DTC may execute the tender through ATOP, and in that case need not complete, execute and deliver this Letter of Transmittal. DTC participants accepting the applicable exchange offer may transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agents account at DTC. DTC will then send an agents message (as described in the Prospectus under The Exchange Offers and Consent SolicitationsProcedures for Consenting and Tendering) to the Exchange Agent for its acceptance. Delivery of the agents message by DTC will satisfy the terms of the exchange offers as to execution and delivery of a letter of transmittal by the DTC participant identified in the agents message. No guaranteed delivery procedures are being offered in connection with the exchange offers and consent solicitations. Holders of PotashCorp Notes and/or Agrium Notes must validly tender such notes and deliver consents by the Expiration Time in order to participate in the exchange offers.
Currently, all of the PotashCorp Notes and Agrium Notes are held in book-entry form and can only be tendered through the applicable procedures of DTC. However, if any PotashCorp Notes and/or Agrium Notes are subsequently issued in certificated form, registered holders of those PotashCorp Notes and/or Agrium Notes must complete, execute and deliver this Letter of Transmittal, any signature guarantees and other required documents, as well as the certificate representing those PotashCorp Notes and/or Agrium Notes that the holder wishes to tender in the applicable exchange offer. Delivery is not complete until the required items are actually received by the Exchange Agent.
By tendering PotashCorp Notes and/or Agrium Notes for exchange, holders will be deemed to have validly delivered their consents to the Proposed Amendments with respect to that specific series of PotashCorp Notes or class of Agrium Notes. The completion, execution and delivery of this Letter of Transmittal (or the delivery by DTC of an agents message in lieu thereof) constitutes the delivery of an automatic consent to the Proposed Amendments with respect to the PotashCorp Notes and/or Agrium Notes tendered.
Subject to the terms and conditions of the exchange offers and the consent solicitations and applicable law, Nutrien will issue and deposit with the Exchange Agent for payment on the Settlement Date, or as soon as practical thereafter (in each case, as more fully described in the Prospectus):
| the Nutrien Notes (in book-entry form); and |
| the cash consideration. |
Assuming the conditions to the exchange offers are satisfied or waived, Nutrien will issue new Nutrien Notes in book-entry form and pay the cash consideration on the Settlement Date.
The Exchange Agent will act as agent for the tendering holders for the purpose of receiving any cash payments from Nutrien. DTC will receive the Nutrien Notes from the Exchange Agent and deliver Nutrien Notes (in book-entry form) to or at the direction of those holders. DTC will make such deliveries on the same day it receives Nutrien Notes with respect to PotashCorp Notes and/or Agrium Notes accepted for exchange, or as soon thereafter as practicable.
The term holder with respect to the exchange offers and the consent solicitations means any person in whose name PotashCorp Notes or Agrium Notes are registered on the books of PotashCorp or Agrium, or any other person who has obtained a properly completed bond power from the registered holder. The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the exchange offers and the consent solicitations. Holders who wish to tender their PotashCorp Notes and/or Agrium Notes using this Letter of Transmittal must complete it in its entirety.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.
5
THE INSTRUCTIONS INCLUDED IN THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT OR EXCHANGE AGENT.
To effect a valid tender of PotashCorp Notes and/or Agrium Notes through the completion, execution and delivery of this Letter of Transmittal, the undersigned must complete the table entitled Description of PotashCorp Notes and Agrium Notes Tendered and in Respect of Which a Consent is Given below and sign this Letter of Transmittal where indicated.
The Nutrien Notes will be delivered only in book-entry form through DTC and only to the DTC account of the undersigned or the undersigneds custodian as specified in the table below, and the payment of the cash consideration will be made by check to the undersigned (unless specified otherwise in the Special Issuance and Payment Instructions or Special Delivery Instructions below) in immediately available funds. Failure to provide the information necessary to effect delivery of Nutrien Notes and payment of cash consideration will render a tender defective and Nutrien will have the right, which it may waive, to reject such tender.
List in the table below the PotashCorp Notes and/or the Agrium Notes to which this Letter of Transmittal relates. If the space below is inadequate, list the registered numbers and principal amounts on a separate signed schedule and affix the list to this Letter of Transmittal.
6
DESCRIPTION OF POTASHCORP NOTES AND/OR AGRIUM NOTES TENDERED AND IN RESPECT OF WHICH A CONSENT IS GIVEN
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (INCLUDING CERTIFICATE NUMBER*) |
TENDERED POTASHCORP NOTE(S) |
TITLE OF SERIES | TOTAL PRINCIPAL HELD |
PRINCIPAL AMOUNT TENDERED** |
||||||||
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON AGRIUM NOTES (INCLUDING CERTIFICATE NUMBER*) |
TENDERED AGRIUM NOTE(S) |
TITLE OF SERIES | TOTAL PRINCIPAL HELD |
PRINCIPAL AMOUNT TENDERED** |
||||||||
* | The certificate number need not be provided by book-entry holders. |
** | Unless otherwise indicated, any tendering holder of PotashCorp Notes and/or Agrium Notes will be deemed to have tendered the entire aggregate principal amount represented by such PotashCorp Notes and/or Agrium Notes. The Nutrien Notes will be issued only in denominations of $1,000 and integral multiples of $1,000 in excess thereof; if Nutrien would otherwise be required to issue a Nutrien Note in a denomination other than $1,000 or an integral multiple of $1,000, Nutrien will, in lieu of such issuance, issue a Nutrien Note in a principal amount rounded down to the nearest lesser integral multiple |
7
of $1,000 and pay a cash amount equal to the remaining portion of the exchange price of the PotashCorp Note and/or Agrium Note tendered in exchange therefor, plus accrued and unpaid interest on such portion to, but excluding, the Settlement Date. |
☐ | CHECK HERE IF TENDERED POTASHCORP NOTES AND/OR AGRIUM NOTES HELD IN CERTIFICATED FORM ARE ENCLOSED HEREWITH. |
☐ | CHECK HERE IF TENDERED POTASHCORP NOTES AND/OR AGRIUM NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY): |
Name of Tendering Institution: |
||
Account Number: |
||
Transaction Code Number: |
By crediting the PotashCorp Notes and/or Agrium Notes to the Exchange Agents account at DTC using ATOP and by complying with applicable ATOP procedures with respect to the exchange offers, including, if applicable, transmitting to the Exchange Agent an agents message in which the holder of the PotashCorp Notes and/or Agrium Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, the participant in DTC confirms on behalf of itself and the beneficial owners of such PotashCorp Notes and/or Agrium Notes all provisions of this Letter of Transmittal (including all representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.
SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
8
Ladies and Gentleman:
The undersigned hereby (a) tenders to Nutrien, upon the terms and subject to the conditions set forth in the Prospectus and in this Letter of Transmittal (collectively, the Terms and Conditions), receipt of which is hereby acknowledged, the principal amount or amounts of each series of PotashCorp Notes and/or Agrium Notes indicated in the table above entitled Description of PotashCorp Notes and Agrium Notes Tendered and in Respect of Which a Consent is Given (or, if nothing is indicated therein, with respect to the entire aggregate principal amount represented by the series of PotashCorp Notes and/or Agrium Notes indicated in such table) and (b) consents, with respect to such principal amount or amounts, to the Proposed Amendments described in the Prospectus to the relevant Indenture and to the execution of a supplemental indenture to each relevant Indenture (each, a Supplemental Indenture) effecting such Proposed Amendments.
The undersigned understands that the tender and consent made hereby will remain in full force and effect unless and until such tender and consent are withdrawn and revoked in accordance with the procedures set forth in the Prospectus. The undersigned understands that the consent may not be revoked, and tendered PotashCorp Notes and/or Agrium Notes may not be withdrawn after the Withdrawal Deadline, 5:00 p.m., New York City time, on March 23, 2018, unless extended, and thereafter such tenders and consents will be irrevocable, except in certain circumstances where additional withdrawal rights are required by law.
If the undersigned is not the registered holder of the PotashCorp Notes and/or Agrium Notes indicated in the table above entitled Description of PotashCorp Notes and Agrium Notes Tendered and in Respect of Which a Consent is Given or such holders legal representative or attorney-in-fact (or, in the case of PotashCorp Notes and/or Agrium Notes held through DTC, the DTC participant for whose account such PotashCorp Notes and/or Agrium Notes are held), then the undersigned has obtained a properly completed irrevocable proxy that authorizes the undersigned (or the undersigneds legal representative or attorney-in-fact) to deliver a consent in respect of such PotashCorp Notes and/or Agrium Notes on behalf of the holder thereof, and such proxy is being delivered with this Letter of Transmittal.
The consummation of each of the exchange offers is subject to, and conditional upon, among other things, the receipt of Requisite Consents to the amendments to the Indentures governing the PotashCorp Notes and/or the Agrium Notes (as further described in the Terms and Conditions).
The undersigned understands that, upon and subject to the Term and Conditions, PotashCorp Notes and/or Agrium Notes of any series properly tendered and accepted and not validly withdrawn will be exchanged for Nutrien Notes of the corresponding series. The undersigned understands that, under certain circumstances, Nutrien may not be required to accept any of the PotashCorp Notes and/or Agrium Notes tendered (including any such PotashCorp Notes and/or Agrium Notes tendered after the Expiration Time). If any tendered PotashCorp Notes and/or Agrium Notes are not accepted for exchange for any reason set out in the Terms and Conditions or are validly withdrawn prior to the Withdrawal Deadline, such unaccepted or withdrawn PotashCorp Notes and/or Agrium Notes will be returned without expense to the undersigneds account at DTC or such other account as designated herein pursuant to the book-entry transfer procedures described in the Prospectus promptly after such withdrawal or the expiration or termination of the applicable exchange offer.
Subject to and effective upon the acceptance for exchange and issuance of Nutrien Notes and the payment of the cash consideration, in exchange for PotashCorp Notes and/or Agrium Notes tendered upon and subject to the Terms and Conditions, the undersigned hereby:
1) | irrevocably sells, assigns and transfers to or upon the order of Nutrien all right, title and interest in and to, and all claims in respect of or arising or having arisen as a result of the undersigneds status as a holder of such PotashCorp Notes and/or Agrium Notes tendered hereby; |
2) | waives any and all rights with respect to such PotashCorp Notes and/or Agrium Notes (including any existing or past defaults and their consequences in respect of such PotashCorp Notes and/or Agrium Notes); |
9
3) | releases and discharges (i) in respect of the PotashCorp Notes, Nutrien, PotashCorp and the PotashCorp Trustee, and (ii) in respect of the Agrium Notes, Nutrien, Agrium, and the Agrium Trustees, from any and all claims such holder may have, now or in the future, arising out of or related to the PotashCorp Notes and/or Agrium Notes, respectively, including any claims that such tendering holder is entitled to receive additional principal or interest payments with respect to the PotashCorp Notes and/or Agrium Notes (other than as expressly provided in the Prospectus and in this Letter of Transmittal) or to participate in any redemption or defeasance of the PotashCorp Notes and/or Agrium Notes; |
4) | represents and warrants that such PotashCorp Notes and/or Agrium Notes tendered were owned as of the date of tender, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind; and |
5) | consents to the Proposed Amendments described in the Prospectus under The Proposed Amendments with respect to the series of PotashCorp Notes and/or Agrium Notes tendered and authorizes the PotashCorp Trustee or the applicable Agrium Trustee, as applicable, to execute supplemental indentures giving effect to the Proposed Amendment. |
The undersigned understands that tenders of PotashCorp Notes and/or Agrium Notes pursuant to any of the procedures described in the Prospectus and in the instructions in this Letter of Transmittal, if and when accepted by Nutrien, will constitute a binding agreement between the undersigned and Nutrien and a consent to the Proposed Amendments upon the Terms and Conditions.
The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned with respect to the PotashCorp Notes and/or Agrium Notes tendered hereby (with full knowledge that the Exchange Agent also acts as the agent of Nutrien) with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to:
1) | deliver certificates representing the PotashCorp Notes and/or Agrium Notes, or transfer ownership of the PotashCorp Notes and/or Agrium Notes on the account books maintained by DTC, together with all accompanying evidences of transfer and authenticity, to or upon Nutriens order; |
2) | present such PotashCorp Notes and/or Agrium Notes for transfer of ownership on the books of Nutrien; |
3) | receive all benefits or otherwise exercise all rights of beneficial ownership of the PotashCorp Notes and/or Agrium Notes (except that the Exchange Agent will have no rights to or control over Nutriens funds, other than as agent for the tendering holders for the purpose of receiving applicable payments pursuant to the exchange offers, and the consent solicitations); and |
4) | deliver to Nutrien and the PotashCorp Trustee and the Agrium Trustee evidence of the holders consent to the Proposed Amendments with respect to their tendered PotashCorp Notes and/or Agrium Notes and as certification that the Requisite Consents with respect to such issuance have been received. |
The undersigned further acknowledges and agrees that under no circumstances will interest on the cash consideration or any accrued and unpaid interest on such portion, be paid by Nutrien, by reason of any delay on the part of the Exchange Agent in making delivery or payment to the holders entitled thereto or any delay in the allocation or crediting of securities or monies received by DTC to participants in DTC or in the allocation or crediting of securities or monies received by participants to beneficial owners and in no event will Nutrien be liable for interest or damages in relation to any delay or failure of payment to be remitted to any holder.
10
All authority conferred or agreed to be conferred by this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.
By execution hereof, the undersigned hereby represents that if it is located outside the United States, the exchange offers and consent solicitations and the undersigneds acceptance of such exchange offers and consent solicitations do not contravene the applicable laws of where it is located and that its participation in the exchange offers and consent solicitations will not impose on Nutrien any requirement to make any deliveries, filings or registrations.
The undersigned hereby represents and warrants as follows:
1) | The undersigned (i) has full power and authority to tender the PotashCorp Notes and/or Agrium Notes tendered hereby and to sell, assign and transfer all right, title and interest in and to such PotashCorp Notes and/or Agrium Notes and (ii) either has full power and authority to consent to the Proposed Amendments to the applicable Indenture relating to such series of PotashCorp Notes and/or Agrium Notes or is delivering a duly executed consent (which is included in this Letter of Transmittal) from a person or entity having such power and authority. |
2) | The PotashCorp Notes and/or Agrium Notes being tendered hereby were owned as of the date of tender, free and clear of any liens, restrictions, charges and encumbrances and not subject to any adverse claim or right, and upon acceptance of such PotashCorp Notes and/or Agrium Notes by Nutrien, Nutrien will acquire good, indefeasible and unencumbered title to such PotashCorp Notes and/or Agrium Notes, free and clear of all liens, restrictions, charges and encumbrances, and such PotashCorp Notes and/or Agrium Notes will be free from any interests, restrictions or adverse claim or right of any kind, when the same are accepted by Nutrien. |
3) | The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or Nutrien to be necessary or desirable to complete the sale, assignment and transfer of the PotashCorp Notes and/or Agrium Notes tendered hereby, to perfect the undersigneds consent to the Proposed Amendments or to complete the execution of the Supplemental Indenture with respect to each applicable series of PotashCorp Notes and Agrium Notes. |
4) | The undersigned acknowledges that none of Nutrien, PotashCorp, Agrium, the Information Agent, the Exchange Agent, the Dealer Managers or any person acting on behalf of any of the foregoing has made any statement, representation, or warranty, express or implied, to it with respect to Nutrien, PotashCorp, Agrium or the offer, issuance, exchange or sale of any Nutrien Notes, other than the information included in the Prospectus (as it may be supplemented prior to the Expiration Time). |
5) | Each holder and transferee of a Nutrien Note will be deemed to have represented and warranted that either (i) no portion of the assets used by it to acquire or hold the Nutrien Notes constitutes assets of any employee benefit plan or (ii) the acquisition and holding of the Nutrien Notes by such purchaser or transferee will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, or a similar violation under any applicable other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions. |
6) | The undersigned has received and reviewed the Prospectus and has reviewed the Terms and Conditions set forth in this Letter of Transmittal. |
11
7) | The Terms and Conditions of the exchange offers and consent solicitations shall be deemed to be incorporated in, and form a part of, this Letter of Transmittal, which shall be read and construed accordingly. |
8) | In evaluating the exchange offers and in making its decision whether to participate therein by submitting this Letter of Transmittal and tendering its PotashCorp Notes and/or Agrium Notes, the undersigned has made its own independent appraisal of the matters referred to in the Prospectus and in any related communications and is not relying on any statement, representation or warranty, express or implied, made to the undersigned by PotashCorp, Agrium, Nutrien, the Exchange Agent, the Dealer Managers, the PotashCorp Trustee or the Agrium Trustees other than those contained in the Prospectus and this Letter of Transmittal. |
9) | The undersigned understands that Nutrien, the Dealer Managers, the Exchange Agent and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that if any of the acknowledgements, representations and agreements made by it by its submission of this Letter of Transmittal are, at any time prior to the consummation of the exchange offers, no longer accurate, it shall promptly notify Nutrien and the Dealer Managers. |
The undersigned understands that consents may be revoked and tenders of PotashCorp Notes and/or Agrium Notes may be withdrawn only at any time prior to the Withdrawal Deadline. The valid withdrawal of a tender of PotashCorp Notes and/or Agrium Notes prior to the Withdrawal Deadline will also constitute a valid revocation of the related consents to the Proposed Amendments with respect to the applicable series of PotashCorp Notes and/or class of Agrium Notes. A notice of withdrawal with respect to tendered PotashCorp Notes and/or Agrium Notes will be effective only if delivered to the Exchange Agent in accordance with the specific procedures set forth in the Prospectus.
If the Terms and Conditions are amended in a manner determined by Nutrien to constitute a material change adversely affecting any holder of the PotashCorp Notes and/or Agrium Notes, Nutrien will promptly disclose any such amendment in a manner reasonably calculated to inform holders of the PotashCorp Notes and/or Agrium Notes of such amendment, and will extend the relevant exchange offers and consent solicitations as well as extend the Withdrawal Deadline, or if the Withdrawal Deadline has passed, provide additional withdrawal rights, for a time period that we deem appropriate, depending upon the significance of the amendment and the manner of disclosure to the holders of the PotashCorp Notes and/or Agrium Notes, if the exchange offers and consent solicitations would otherwise expire during such time period.
Unless otherwise indicated under Special Issuance and Payment Instructions, the undersigned hereby requests that the Exchange Agent issue the check(s) for the cash consideration in respect of any PotashCorp Notes and/or Agrium Notes accepted for exchange in the name of the undersigned or the undersigneds custodian as specified in the table entitled Description of PotashCorp Notes and Agrium Notes Tendered and in Respect of Which a Consent is Given, and credit the DTC account specified therein for any book-entry transfers of PotashCorp Notes and/or Agrium Notes not accepted for exchange. If the Special Issuance and Payment Instructions are completed, the undersigned hereby requests that the Exchange Agent issue the check(s) for any cash exchange consideration in respect of any PotashCorp Notes and/or Agrium Notes accepted for exchange, and credit the DTC account specified for any book-entry transfers of PotashCorp Notes and/or Agrium Notes not accepted for exchange, in the name of the person or account indicated under Special Issuance and Payment Instructions.
Unless otherwise indicated under Special Delivery Instructions, the undersigned hereby requests that the Exchange Agent mail the check(s) for the cash consideration in respect of any PotashCorp Notes and/or Agrium Notes accepted for exchange to the undersigned at the address shown below the undersigneds signature(s). If the Special Delivery Instructions are completed, the undersigned hereby requests that the Exchange Agent issue the check(s) for any cash exchange consideration in respect of any PotashCorp Notes and/
12
or Agrium Notes accepted for exchange in the name of the person at the address indicated under Special Delivery Instructions.
If both the Special Issuance and Payment Instructions and Special Delivery Instructions provisions are completed, the undersigned hereby requests that the Exchange Agent mail the check(s) for the cash consideration in respect of any PotashCorp Notes and/or Agrium Notes accepted for exchange, and credit the DTC account for any book-entry transfers of PotashCorp Notes and/or Agrium Notes not accepted for exchange, in the name(s) or account(s) of the person(s) and at the address indicated under Special Issuance and Payment Instructions and Special Delivery Instructions.
The undersigned recognizes that Nutrien has no obligations under the Special Issuance and Payment Instructions or the Special Delivery Instructions provisions of this Letter of Transmittal to effect the transfer of any PotashCorp Notes and/or Agrium Notes from the holder(s) thereof if Nutrien does not accept for exchange any of the principal amount of the PotashCorp Notes and/or Agrium Notes tendered pursuant to this Letter of Transmittal.
The acknowledgments, representations, warranties and agreements of a holder tendering PotashCorp Notes and/or Agrium Notes will be deemed to be repeated and reconfirmed on and as of each of the Expiration Time and Settlement Date.
13
SPECIAL ISSUANCE AND PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 5)
To be completed ONLY (i) if certificates for PotashCorp Notes and/or Agrium Notes not accepted for exchange and/or payment of any cash amounts are to be issued in the name of someone other than the undersigned, or (ii) if PotashCorp Notes and/or Agrium Notes tendered by book-entry transfer that are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above.
Issue PotashCorp Notes and/or cash amounts to:
Name: |
||
(PLEASE PRINT OR TYPE) | ||
Address: |
||
| ||
(INCLUDE ZIP OR POSTAL CODE) | ||
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER) (Please also include a completed IRS Form W-9 or appropriate IRS Form W-8, as applicable) |
☐ Credit unexchanged PotashCorp Notes delivered by book-entry transfer to DTC account number set forth below: |
DTC account number: | ||
|
Issue Agrium Notes and/or cash amounts to:
Name: |
||
(PLEASE PRINT OR TYPE) | ||
Address: |
||
(INCLUDE ZIP OR POSTAL CODE) | ||
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER) (Please also include a completed IRS Form W-9 or appropriate IRS Form W-8, as applicable) |
☐ Credit unexchanged Agrium Notes delivered by book-entry transfer to DTC account number set forth below: |
DTC account number: | ||
| ||
14
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 5)
To be completed ONLY if certificates for PotashCorp Notes and/or Agrium Notes not accepted for exchange and/or payment of any cash amounts are to be mailed or delivered to someone other than the undersigned, or to the undersigned at an address other than that shown in Description of PotashCorp Notes and Agrium Notes Tendered and in Respect of Which a Consent is Given.
Mail or deliver PotashCorp Notes and/or cash amounts to:
Name: |
||
(PLEASE PRINT OR TYPE) | ||
Address: |
||
| ||
(INCLUDE ZIP OR POSTAL CODE) | ||
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER) (Please also include a completed IRS Form W-9 or appropriate IRS Form W-8, as applicable) |
Mail or deliver Agrium Notes and/or cash amounts to:
Name: |
||
(PLEASE PRINT OR TYPE) | ||
Address: |
||
| ||
(INCLUDE ZIP OR POSTAL CODE) | ||
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER) (Please also include a completed IRS Form W-9 or appropriate IRS Form W-8, as applicable) |
15
IMPORTANT: PLEASE SIGN HERE WHETHER OR NOT POTASHCORP NOTES AND/OR
AGRIUM NOTES ARE BEING PHYSICALLY TENDERED HEREBY
(PLEASE ALSO INCLUDE A COMPLETED IRS FORM W-9 OR APPROPRIATE IRS FORM W-8, AS APPLICABLE)
By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders, and consents to the Proposed Amendments to the relevant PotashCorp and Agrium Indenture(s) (and to the execution of the Supplemental Indenture or Supplemental Indentures effecting such amendments) with respect to, the principal amount of each series of PotashCorp Notes and/or Agrium Notes indicated in the table above entitled Description of PotashCorp Notes and Agrium Notes Tendered and in Respect of Which a Consent is Given.
SIGNATURE(S) REQUIRED
Signature(s) of Registered Holder(s) of PotashCorp Notes and/or Agrium Notes
| ||
| ||
X | ||
Dated: , 2018 |
(The above lines must be signed by the registered holder(s) of PotashCorp Notes and/or Agrium Notes as the name(s) appear(s) on the PotashCorp Notes and/or Agrium Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal. If PotashCorp Notes and/or Agrium Notes to which this Letter of Transmittal relate are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must set forth his or her full title below and, unless waived by Nutrien, submit evidence satisfactory to Nutrien of such persons authority so to act.
See Instruction 4 regarding the completion of this Letter of Transmittal, printed below.)
Name: |
| |
(PLEASE PRINT OR TYPE) | ||
Capacity: |
| |
Address: |
| |
(INCLUDE ZIP OR POSTAL CODE) |
Area Code and Telephone Number: | ||
|
16
SIGNATURE(S) GUARANTEED (IF REQUIRED)
See Instruction 4.
Certain signatures must be guaranteed by an eligible institution. |
Signature(s) guaranteed by an eligible institutions: |
Authorized Signature |
Title |
Name of Firm |
(Address, Including Zip or Postal Code) |
(Area Code and Telephone Number) |
Date: , 2018
17
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFERS
AND CONSENT SOLICITATIONS
1. | Delivery of Letter Transmittal. |
This Letter of Transmittal is to be completed by holders if either certificates are to be forwarded herewith or if tenders of PotashCorp Notes and/or Agrium Notes are to be made by book-entry transfer to the Exchange Agents account at DTC and instructions are not being transmitted through ATOP.
Certificates for all physically tendered PotashCorp Notes and/or Agrium Notes or a confirmation of a book-entry transfer into the Exchange Agents account at DTC of all PotashCorp Notes and/or Agrium Notes delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) or properly transmitted agents message, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein before the expiration date of the applicable exchange offer.
Any financial institution that is a participant in DTC may electronically transmit its acceptance of the applicable exchange offer by causing DTC to transfer PotashCorp Notes and/or Agrium Notes to the Exchange Agent in accordance with DTCs ATOP procedures for such transfer prior to the Expiration Time of such exchange offer. The Exchange Agent will make available its general participant account at DTC for the PotashCorp Notes and/or Agrium Notes for purposes of the exchange offers.
Delivery of a Letter of Transmittal to DTC will not constitute valid delivery to the Exchange Agent. No Letter of Transmittal should be sent to Nutrien, PotashCorp, Agrium, DTC or the Dealer Managers.
The method of delivery of this Letter of Transmittal and all other required documents, including delivery through DTC and any acceptance or agents message delivered through ATOP, is at the option and risk of the tendering holder. If delivery is by mail, registered mail with return receipt requested, properly insured is recommended. Instead of delivery by mail, it is recommended that the holder use an overnight or hand-delivery service. In all cases, sufficient time should be allowed to ensure timely delivery.
Any beneficial owner whose PotashCorp Notes and/or Agrium Notes are held by or in the name of a custodial entity such as a broker, dealer, commercial bank, trust company or other nominee should be aware that such custodial entity may have deadlines earlier than the Expiration Time for such custodial entity to be advised of the action that the beneficial owner may wish for the custodial entity to take with respect to the beneficial owners PotashCorp Notes and/or Agrium Notes. Accordingly, such beneficial owners are urged to contact any custodial entities through which such PotashCorp Notes and/or Agrium Notes are held as soon as possible in order to learn of the applicable deadlines of such entities.
Neither Nutrien or the Exchange Agent is under any obligation to notify any tendering holder of Nutriens acceptance of tendered PotashCorp Notes and/or Agrium Notes prior to the expiration of the exchange offers.
2. | Delivery of Nutrien Notes. |
The Nutrien Notes will be delivered only in book-entry form through DTC and only to the DTC account of the tendering holder or the tendering holders custodian. Accordingly, the appropriate DTC participant name and number (along with any other required account information) to permit such delivery must be provided in the table entitled Description of the PotashCorp Notes and Agrium Notes Tendered and in Respect of Which a Consent is Given. Failure to do so will render a tender of PotashCorp Notes and/or Agrium Notes defective and Nutrien will have the right, which it may waive, to reject such tender. Holders who anticipate tendering by a
18
method other than through DTC are urged to promptly contact a bank, broker or other intermediary (that has the facility to hold securities custodially through DTC) to arrange for receipt of any Nutrien Notes delivered pursuant to the exchange offers and to obtain the information necessary to complete the table.
3. | Amount of Tenders. |
Tenders of PotashCorp Notes and/or Agrium Notes will be accepted only in minimum principal amounts of $2,000 and integral multiples of $1,000 in excess thereof, except that tenders of 5.875% PotashCorp Senior Notes due 2036 of PotashCorp and 7.800% Agrium Senior Notes due 2027 and 7.125% Agrium Senior Notes due 2036 of Agrium will be accepted only in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Book-entry transfers to the Exchange Agent should be made in the exact principal amount of PotashCorp Notes and/or Agrium Notes tendered in respect of which a consent is given.
4. | Signatures on this Letter of Transmittal, Instruments of Transfer, Guarantee of Signatures. |
For purposes of this Letter of Transmittal, the term registered holder means an owner of record as well as any DTC participant that has PotashCorp Notes and/or Agrium Notes credited to its DTC account. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program (each, a Medallion Signature Guarantor). Signatures on this Letter of Transmittal need not be guaranteed if:
| this Letter of Transmittal is signed by a participant in DTC whose name appears on a security position listing of DTC as the owner of the PotashCorp Notes and/or Agrium Notes and the holder(s) has/have not completed either of the boxes entitled Special Issuance and Payment Instructions or Special Delivery Instructions on this Letter of Transmittal; or |
| the PotashCorp Notes and/or Agrium Notes are tendered for the account of an eligible institution. |
An eligible institution is one of the following firms or other entities identified in Rule 17Ad15 under the Securities Exchange Act of 1934, as amended (as the terms are defined in such Rule):
| a bank; |
| a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker; |
| a credit union; |
| a national securities exchange, registered securities association or clearing agency; or |
| a savings institution that is a participant in a Securities Transfer Association recognized program. |
If the PotashCorp Notes and/or Agrium Notes are registered in the name of a person other than the signer of this Letter of Transmittal or if PotashCorp Notes and/or Agrium Notes not accepted for exchange are to be returned to a person other than the registered holder, then the signatures on this Letter of Transmittal accompanying the tendered PotashCorp Notes and/or Agrium Notes must be guaranteed by a Medallion Signature Guarantor as described above.
If any of the PotashCorp Notes and/or Agrium Notes tendered are held by two or more registered holders, all of the registered holders must sign this Letter of Transmittal.
19
If a number of PotashCorp Notes and/or Agrium Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of such PotashCorp Notes and/or Agrium Notes.
If this Letter of Transmittal is signed by the registered holder or holders of the PotashCorp Notes and/or Agrium Notes (which term, for the purposes described herein, shall include a participant in DTC whose name appears on a security listing as the owner of the PotashCorp Notes and/or Agrium Notes) listed and tendered hereby, no endorsements of the tendered PotashCorp Notes and/or Agrium Notes or separate written instruments of transfer or exchange are required. In any other case, if tendering PotashCorp Notes and/or Agrium Notes, the registered holder (or acting holder) must either validly endorse the PotashCorp Notes and/or Agrium Notes or transmit validly completed bond powers with this Letter of Transmittal (in either case executed exactly as the name(s) of the registered holder(s) appear(s) on the PotashCorp Notes and/or Agrium Notes, and, with respect to a participant in DTC whose name appears on a security position listing as the owner of PotashCorp Notes and/or Agrium Notes, exactly as the name of such participant appears on such security position listing), with the signature on the PotashCorp Notes and/or Agrium Notes or bond power guaranteed by a Medallion Signature Guarantor (except where the PotashCorp Notes and/or Agrium Notes are tendered for the account of an eligible institution).
If PotashCorp Notes and/or Agrium Notes are to be tendered by any person other than the person in whose name the PotashCorp Notes and/or Agrium Notes are registered, the PotashCorp Notes and/or Agrium Notes must be endorsed or accompanied by an appropriate written instrument(s) of transfer executed exactly as the name(s) of the holder(s) appear on the PotashCorp Notes and/or Agrium Notes, with the signature(s) on the PotashCorp Notes and/or Agrium Notes or instrument(s) of transfer guaranteed by a Medallion Signature Guarantor, and this Letter of Transmittal must be executed and delivered either by the holder(s), or by the tendering person pursuant to a valid proxy signed by the holder(s), which signature must, in either case, be guaranteed by a Medallion Signature Guarantor.
Nutrien will not accept any alternative, conditional, irregular or contingent tenders. By executing this Letter of Transmittal (or a facsimile thereof) or directing DTC to transmit an agents message, you waive any right to receive any notice of the acceptance of your PotashCorp Notes and/or Agrium Notes for exchange.
If this Letter of Transmittal or instruments of transfer are signed by trustees, executors, administrators, guardians or attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by Nutrien, evidence satisfactory to Nutrien of their authority so to act must be submitted with this Letter of Transmittal.
Beneficial owners whose tendered PotashCorp Notes and/or Agrium Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if such beneficial owners desire to tender such PotashCorp Notes and/or Agrium Notes.
5. | Special Issuance and Delivery Instructions. |
If a check is to be issued with respect to the cash consideration for the PotashCorp Notes and/or Agrium Notes tendered hereby to a person or to an address other than as indicated in the table entitled Description of the PotashCorp Notes and/or Agrium Notes Tendered and in Respect of Which a Consent is Given, the signer of this Letter of Transmittal should complete the Special Issuance and Payment Instructions and/or Special Delivery Instructions boxes on this Letter of Transmittal. All PotashCorp Notes and/or Agrium Notes tendered by book-entry transfer and not accepted for exchange will otherwise be returned by crediting the account at DTC designated above for which PotashCorp Notes and/or Agrium Notes were delivered.
20
6. | Transfer Taxes. |
Nutrien will pay all transfer taxes, if any, applicable to the transfer and sale of PotashCorp Notes and/or Agrium Notes to Nutrien and the issuance of the Nutrien Notes in the exchange offersunless you instruct Nutrien to issue or cause to be issued Nutrien Notes, or request that PotashCorp Notes and/or Agrium Notes not tendered or accepted in the exchange offers be returned, to a person other than the tendering holder. If transfer taxes are imposed for any other reason, the amount of those transfer taxes, whether imposed on the registered holders or any other persons, will be payable by the tendering holder.
If satisfactory evidence of payment of or exemption from those transfer taxes is not submitted with this Letter of Transmittal, the amount of those transfer taxes will be billed directly to the tendering holder and/or withheld from any payments due with respect to the PotashCorp Notes and/or Agrium Notes tendered by such holder.
7. | U.S. Federal Backup Withholding and Withholding Tax, Tax Identification Number. |
Under current U.S. federal income tax law, the Exchange Agent (as payer) may be required under the backup withholding rules to withhold a portion of any payments made to certain holders (or other payees) of PotashCorp Notes and/or Agrium Notes pursuant to the exchange offers and consent solicitations. To avoid such backup withholding (currently imposed at a rate of 24%), each tendering holder of PotashCorp Notes and/or Agrium Notes that is a United States person for U.S. federal income tax purposes must timely provide the Exchange Agent with such holders correct taxpayer identification number (TIN) on IRS Form W-9, a copy of which is enclosed herewith (and also available from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS website at http://www.irs.gov), or otherwise establish a basis for exemption from backup withholding. Certain holders (including, among others, corporations) are exempt from these backup withholding requirements. Exempt holders should furnish their TIN, provide the applicable codes in the box labeled Exemptions, and sign, date and send the IRS Form W-9 to the Exchange Agent. If a holder is an individual who is a U.S. citizen or resident, the TIN is generally his or her social security number. If the Exchange Agent is not timely provided with the correct TIN, a penalty may be imposed by the IRS and/or payments made with respect to PotashCorp Notes and/or Agrium Notes exchanged pursuant to the exchange offers and consent solicitations may be subject to backup withholding. Failure to comply truthfully with the backup withholding requirements, if done willfully, may also result in the imposition of criminal and/or civil fines and penalties. See IRS Form W-9 for additional information.
Each tendering holder of PotashCorp Notes and/or Agrium Notes that is not a United States person for U.S. federal income tax purposes must timely provide the Exchange Agent with a properly completed IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable form), signed under penalties of perjury, attesting to that holders foreign status. The applicable IRS Form W-8 can be obtained from the IRS or from the Exchange Agent.
If backup withholding applies, the Exchange Agent is required to withhold on any payments made to the tendering holders (or other payee). Backup withholding is not an additional tax. A holder subject to the backup withholding rules will be allowed a credit of the amount withheld against such holders U.S. federal income tax liability, and, if backup withholding results in an overpayment of tax, such holder may be entitled to a refund, provided the requisite information is correctly furnished to the IRS in a timely manner.
Each of Nutrien, PotashCorp and Agrium reserves the right in its sole discretion to take all necessary or appropriate measures to comply with its respective obligations regarding backup withholding.
8. | Validity of Tenders. |
All questions concerning the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered PotashCorp Notes and/or Agrium Notes will be determined by Nutrien in its sole
21
discretion, which determination will be final and binding. Nutrien reserves the absolute right to reject any and all tenders of PotashCorp Notes and/or Agrium Notes not in proper form or any PotashCorp Notes and/or Agrium Notes the acceptance for exchange of which may, in the opinion of its counsel, be unlawful. Nutrien also reserves the absolute right to waive any defect or irregularity in tenders of PotashCorp Notes and/or Agrium Notes, whether or not similar defects or irregularities are waived in the case of other tendered securities. The interpretation of the Terms and Conditions of the exchange offers and consent solicitations (including this Letter of Transmittal and the instructions hereto) by Nutrien shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of PotashCorp Notes and/or Agrium Notes must be cured within such time as Nutrien shall determine. None of Nutrien, PotashCorp, Agrium, the Exchange Agent, the Information Agent, the Dealer Managers, the PotashCorp Trustee, the Agrium Trustees or any other person will be under any duty to give notification of defects or irregularities with respect to tenders of PotashCorp Notes and/or Agrium Notes, nor shall any of them incur any liability for failure to give such notification.
Tenders of PotashCorp Notes and/or Agrium Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any PotashCorp Notes and/or Agrium Notes received by the Exchange Agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the holders, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the expiration date of the applicable exchange offer or the withdrawal or termination of such exchange offer.
9. | Waiver of Conditions. |
Nutrien reserves the absolute right to amend or waive any of the conditions to the exchange offers and consent solicitations, except the condition that the registration statement of which the Prospectus forms a part remains effective under the United States Securities Act of 1933, as amended.
10. | Withdrawal. |
Tenders may be withdrawn only pursuant to the procedures and subject to the terms set forth in the Prospectus under the caption The Exchange Offers and Consent Solicitations Procedures for Consenting and Tendering Withdrawal of Tenders and Revocation of Corresponding Consents.
11. | Requests for Assistance or Additional Copies. |
Questions and requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Information Agent at the address and telephone number indicated herein.
22
Form W-9
(Rev. November 2017) Department of the Treasury Internal Revenue Service |
Request for Taxpayer Identification Number and Certification
u Go to www.irs.gov/FormW9 for instructions and the latest information. |
Give Form to the requester. Do not send to the IRS.
|
Print or type See Specific Instructions on page 3.
|
1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
|
|||||||||||||||||||||
2 Business name/disregarded entity name, if different from above
|
||||||||||||||||||||||
3 Check appropriate box for federal tax classification of the
person whose name is entered on line 1. Check only one of the
|
4 Exemptions (codes apply only to
Exempt payee code (if any)
Exemption from FATCA reporting code (if any)
(Applies to accounts maintained outside the U.S.)
| |||||||||||||||||||||
☐ Individual/sole proprietor or single-member LLC
|
☐ | C Corporation | ☐ | S Corporation | ☐ | Partnership | ☐ | Trust/estate | ||||||||||||||
☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) u
Note: Check the appropriate box in the line above for the tax classification of the
single-member owner. Do not check LLC if the
☐ Other (see instructions) u
|
||||||||||||||||||||||
5 Address (number, street, and apt. or suite no.) See instructions.
|
Requesters name and address (optional) | |||||||||||||||||||||
6 City, state, and ZIP code
|
||||||||||||||||||||||
7 List account number(s) here (optional)
|
Part I |
Taxpayer Identification Number (TIN) | |
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.
|
Social security number
| |||||||||||||||||||||||
- |
- | |||||||||||||||||||||||
or |
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. |
Employer identification number |
|||||||||||||||||||||||||
- |
Part II | Certification |
Under penalties of perjury, I certify that:
1. | The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and |
2. | I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and |
3. | I am a U.S. citizen or other U.S. person (defined below); and |
4. | The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. |
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.
Sign Here |
Signature of U.S. person u |
Date u |
Cat. No. 10231X | Form W-9 (Rev. 11-2017) |
Form W-9 (Rev. 11-2017) |
Page 2 |
Form W-9 (Rev. 11-2017) |
Page 3 |
Form W-9 (Rev. 11-2017) |
Page 4 |
Form W-9 (Rev. 11-2017) |
Page 5 |
In order to tender, a holder of PotashCorp Notes and/or Agrium Notes should send or deliver a properly completed and signed Letter of Transmittal and any other required documents to the Exchange Agent at its address set forth below or tender pursuant to DTCs Automated Tender Offer Program.
The Exchange Agent for the exchange offers and the consent solicitations is:
D.F. KING & CO., INC.
By Facsimile (Eligible Institutions Only): D.F. King & Co., Inc. Attention: Andrew Beck Confirmation by Telephone: (212) 269-5552 Confirmation by Facsimile: (212) 709-3328 |
By Mail or Hand: 48 Wall Street, 22nd Floor New York, New York 10005 Attention: Andrew Beck |
Any questions or requests for assistance may be directed to the Dealer Managers at the addresses and telephone numbers set forth below. Requests for additional copies of the Prospectus and this Letter of Transmittal may be directed to the Information Agent. Beneficial owners may also contact their custodian for assistance concerning the exchange offers and the consent solicitations.
The Information Agent for the exchange offers and the consent solicitations is:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Attention: Andrew Beck
Bank and Brokers Call Collect: (212) 269-5550
All Others, Please Call Toll-Free: (866) 745-0270
Email: ntr@dfking.com
The Dealer Managers for the exchange offers and the consent solicitations 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 200 Vesey Street, 8th Floor New York, NY 10281 Attn: Liability Management Group Toll-Free: (877) 381-2099 Collect: (212) 618-7843 |
Exhibit 99.3
SOLICITING DEALER FORM
Nutrien Ltd.
Offers to Exchange
All Outstanding Securities Below Pursuant to the Prospectus (as defined below)
THE EXCHANGE OFFERS WILL EXPIRE AT 12:00 MIDNIGHT (THE LAST MINUTE OF THE DAY), NEW YORK CITY TIME, ON APRIL 6, 2018, UNLESS EXTENDED (AS EXTENDED OR OTHERWISE, THE EXPIRATION TIME). BY TENDERING YOUR POTASHCORP NOTES AND/OR AGRIUM NOTES FOR EXCHANGE, YOU WILL BE DEEMED TO HAVE VALIDLY DELIVERED YOUR CONSENT TO THE PROPOSED AMENDMENTS WITH RESPECT TO THAT SPECIFIC SERIES OF POTASHCORP NOTES AND/OR CLASS OF AGRIUM NOTES. HOLDERS WILL BE ENTITLED TO RECEIVE THE EARLY PARTICIPATION PREMIUM FOR THEIR POTASHCORP NOTES AND/OR AGRIUM NOTES ONLY IF THEY VALIDLY TENDER THEIR POTASHCORP NOTES AND/OR AGRIUM NOTES PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON MARCH 23, 2018.
The Exchange Agent for the exchange offers and consent solicitations is:
D.F. King & Co., Inc.
By Facsimile: (For Eligible Institutions only) Attention: Andrew Beck Confirmation by Telephone: (212) 269-5552 Confirmation by Facsimile: (212) 709-3328 |
48 Wall Street, 22nd Floor New York, New York 10005 Attention: Andrew Beck |
Banks and Brokers Call: (212) 269-5550 All Others Call Toll Free: (866) 745-0270 |
The Information Agent for the exchange offers and consent solicitations is:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Attention: Andrew Beck
Email: ntr@dfking.com
Banks and Brokers Call:
(212) 269-5550
All Others Call Toll Free:
(866) 745-0270
This form must be delivered to the Exchange Agent/Information Agent, as set forth above. The instructions contained herein should be read carefully before this form is completed.
All capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the prospectus supplement, dated March 12, 2018 (together with the accompanying prospectus, the Prospectus), of Nutrien Ltd. (the Company), relating to the Companys offers to exchange (collectively, the Exchange Offers) all outstanding notes issued by Potash Corporation of Saskatchewan Inc. (PotashCorp) and debentures issued by Agrium Inc. (Agrium) of each of the series specified below for the corresponding series of notes issued by the Company (collectively, the Securities), and solicitation of consents to amend the indentures governing the Securities. The Exchange Offers are open to all registered holders (individually, a Holder, collectively, the Holders) of the applicable series of Securities.
Aggregate Principal Amount |
Series of Notes Issued by PotashCorp to be Exchanged (collectively, the PotashCorp Notes) |
Issued under PotashCorp Indenture dated |
CUSIP No. | Series of Notes to be Issued by Nutrien (collectively, the New Nutrien Notes) | ||||
$500,000,000 | 6.500% Senior Notes due 2019 | February 27, 2003 | 73755LAF4 |
6.500% Senior Notes due 2019 | ||||
$500,000,000 | 4.875% Senior Notes due 2020 | February 27, 2003 | 73755LAH0 |
4.875% Senior Notes due 2020 | ||||
$750,000,000 | 3.625% Senior Notes due 2024 | February 27, 2003 | 73755LAL1 |
3.625% Senior Notes due 2024 | ||||
$500,000,000 | 3.000% Senior Notes due 2025 | February 27, 2003 | 73755LAM9 |
3.000% Senior Notes due 2025 | ||||
$500,000,000 | 4.000% Senior Notes due 2026 | February 27, 2003 | 73755LAN7 |
4.000% Senior Notes due 2026 | ||||
$500,000,000 | 5.875% Senior Notes due 2036 | February 27, 2003 | 73755LAD9 |
5.875% Senior Notes due 2036 | ||||
$500,000,000 | 5.625% Senior Notes due 2040 | February 27, 2003 | 73755LAK3 |
5.625% Senior Notes due 2040 | ||||
Aggregate Principal Amount |
Series of Debentures Issued by Agrium to be Exchanged (collectively, the Agrium Notes) |
Issued under Agrium Indenture dated |
CUSIP No. | Series of Notes to be Issued by Nutrien (collectively, the New Nutrien Notes) | ||||
$500,000,000 | 6.750% Debentures due 2019 | May 16, 2006 | 008916AH1 |
6.750% Senior Notes due 2019 | ||||
$500,000,000 | 3.150% Debentures due 2022 | May 16, 2006 | 008916AK4 |
3.150% Senior Notes due 2022 | ||||
$500,000,000 | 3.500% Debentures due 2023 | May 16, 2006 | 008916AL2 |
3.500% Senior Notes due 2023 | ||||
$550,000,000 | 3.375% Debentures due 2025 | May 16, 2006 | 008916AP3 |
3.375% Senior Notes due 2025 | ||||
$125,000,000 | 7.800% Debentures due 2027 | January 31, 1997 | 008916AC2 |
7.800% Senior Notes due 2027 | ||||
$450,000,000 | 4.125% Debentures due 2035 | May 16, 2006 | 008916AQ1 |
4.125% Senior Notes due 2035 |
Aggregate Principal Amount |
Series of Debentures Issued by Agrium to be Exchanged (collectively, the Agrium Notes) |
Issued under Agrium Indenture dated |
CUSIP No. | Series of Notes to be Issued by Nutrien (collectively, the New Nutrien Notes) | ||||
$300,000,000 | 7.125% Debentures due 2036 | May 16, 2006 | 008916AG3 |
7.125% Senior Notes due 2036 | ||||
$500,000,000 | 6.125% Debentures due 2041 | May 16, 2006 | 008916AJ7 |
6.125% Senior Notes due 2041 | ||||
$500,000,000 | 4.900% Debentures due 2043 | May 16, 2006 | 008916AM0 |
4.900% Senior Notes due 2043 | ||||
$500,000,000 | 5.250% Debentures due 2045 | May 16, 2006 | 008916AN8 |
5.250% Senior Notes due 2045 |
IN ORDER TO BE ELIGIBLE TO RECEIVE THE SOLICITING DEALER FEE (AS DEFINED BELOW), A PROPERLY COMPLETED SOLICITING DEALER FORM MUST BE RECEIVED BY THE EXCHANGE AGENT AND INFORMATION AGENT PRIOR TO THE EXPIRATION TIME. THE COMPANY SHALL, IN ITS SOLE DISCRETION, DETERMINE WHETHER A SOLICITING DEALER HAS SATISFIED THE CRITERIA FOR BEING ELIGIBLE TO RECEIVE A SOLICITING DEALER FEE (INCLUDING, WITHOUT LIMITATION, THE SUBMISSION OF THE APPROPRIATE DOCUMENTATION WITHOUT DEFECTS OR IRREGULARITIES AND IN RESPECT OF BONA FIDE TENDERS). THE PAYMENT OF SOLICITING DEALER FEE TO ELIGIBLE DEALERS IS SUBJECT TO CONSUMMATION OF THE APPLICABLE EXCHANGE OFFER UPON THE TERMS SET FORTH IN THE PROSPECTUS. NO SOLICITING DEALER FEES WILL BE PAID IN RESPECT OF AN EXCHANGE OFFER IF SUCH EXCHANGE OFFER IS NOT CONSUMMATED, AND SUCH FEE IN RESPECT OF A CONSUMMATED EXCHANGE OFFER WILL BE PAYABLE UPON SUCH CONSUMMATION ONLY UPON REQUEST BY THE SOLICITING DEALERS AND PRESENTATION OF SUCH SUPPORTING DOCUMENTATION WHICH THE COMPANY MAY REASONABLY REQUEST. THE COMPANY WILL ALSO REIMBURSE BROKERAGE HOUSES AND OTHER CUSTODIANS, NOMINEES AND FIDUCIARIES FOR THEIR REASONABLE OUT-OF-POCKET EXPENSES INCURRED IN FORWARDING COPIES OF THE PROSPECTUS AND RELATED DOCUMENTS TO THE BENEFICIAL OWNERS OF THE SECURITIES. THE COMPANY WILL PAY ALL TRANSFER TAXES, IF ANY, WITH RESPECT TO THE TENDERED SECURITIES. YOU MUST RETURN THE SOLICITING DEALER FORM SET FORTH ON ANNEX A HERETO TO THE EXCHANGE AGENT AND INFORMATION AGENT TO RECEIVE THE SOLICITING DEALER FEE.
ANNEX A
SOLICITING DEALER FORM
As described in the Prospectus, the Company has agreed to pay a soliciting dealer fee equal to $2.50 for each $1,000 principal amount of Securities that are validly tendered and accepted for exchange pursuant to the Exchange Offers (the Soliciting Dealer Fee) to retail brokers that are appropriately designated by their beneficial holder clients to receive this fee, provided that such fee will only be paid with respect to tenders by beneficial holders whose aggregate principal amount of Securities is $250,000 or less. Soliciting Dealer Fees will only be paid to retail brokers upon consummation of the applicable Exchange Offers upon the terms set forth in the Prospectus. The Company reserves the right to audit any soliciting dealer to confirm bona fide submission of this form. The Company shall, in its sole discretion, determine whether a soliciting dealer has satisfied the criteria for being eligible to receive a Soliciting Dealer Fee (including, without limitation, the submission of the appropriate documentation without defects or irregularities and in respect of Securities that are validly tendered and accepted for exchange pursuant to the Exchange Offers).
PAYMENT DETAILS
Name of Firm: | ||
Attention: | ||
Address: | ||
Phone Number: | ||
Taxpayer Identification: | ||
Signature: | ||
Wire Instructions (if applicable) | ||
Bank: | ||
Account Name: | ||
Account Number: | ||
Routing Number: | ||
Swift Number: |
(Medallion Stamp Required)
By signing this form you hereby confirm that your request for the Soliciting Dealer Fee is bona fide and has been made on behalf of accounts for separate individual beneficial holders whose aggregate principal amount of Securities is $250,000 or less and that validly tendered their
Securities. Failure to properly complete and execute this form will render the form defective and the Company will not honor your request. Any questions as to what constitutes beneficial ownership should be directed to the Exchange Agent and Information Agent.
To avoid or reduce applicable backup and other U.S. withholding taxes on payments of the Soliciting Dealer Fee, prior to the Expiration Date (i) each broker that is a United States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the Code), should provide to the Exchange Agent and Information Agent a properly completed and duly executed Internal Revenue Service (IRS) Form W-9 or otherwise establish an exemption from backup withholding, and (ii) each broker that is not a United States person within the meaning of the Code should provide to the Exchange Agent and Information Agent a properly completed and duly executed applicable IRS Form W-8. Each of the forms referenced in the preceding sentence can be found on the IRS website: www.irs.gov. Failure to timely provide the applicable form by any broker may result in amounts being withheld by the Company from the payment of the Soliciting Dealer Fee payable to such broker.
The delivery of this form by a soliciting dealer will constitute a representation by it that (1) it has complied with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder, in connection with such solicitation; (2) it is eligible to receive such compensation for such solicitation under the terms and conditions of the Prospectus; (3) in soliciting tenders of Securities, it has used no solicitation materials other than those furnished by the Company; (4) each Holder that it has solicited has received a copy of the Prospectus and related Letter of Transmittal, or concurrently with such solicitation it provided the Holder with a copy of the Prospectus and related Letter of Transmittal; (5) it is (i) a broker or dealer in securities which is a member of any national securities exchange in the United States or of the Financial Industry Regulatory Authority, Inc. (FINRA) or (ii) a bank or trust company located in the United States, or (iii) if it is a foreign broker or dealer not eligible for membership in the FINRA, it has agreed to conform to FINRAs Rules of Fair Practice in soliciting consents outside the United States to the same extent as though it were a FINRA member; and (6) no Soliciting Dealer Fee has been requested or paid with respect to Securities as to which a tender was made for its own account.
SOLICITING DEALERS SHOULD TAKE CARE TO ENSURE THAT PROPER RECORDS ARE KEPT TO DOCUMENT THEIR ELIGIBILITY TO RECEIVE ANY SOLICITING DEALER FEE. THE COMPANY AND THE EXCHANGE AGENT AND INFORMATION AGENT RESERVE THE RIGHT TO REQUIRE ADDITIONAL INFORMATION AT THEIR DISCRETION, AS DEEMED WARRANTED.
If the space provided in the table below is inadequate, the required information should be listed on a separate schedule and attached to this form.
POTASHCORP NOTES
Security Tendered | CUSIP No. | Participant Number |
VOI Number | Quantity | ||||||||||||||||
6.500% Senior Notes due 2019 |
73755LAF4 |
|
|
|
|
|
|
|
|
| ||||||||||
6.500% Senior Notes due 2019 |
73755LAF4 |
|
|
|
|
|
|
|
|
| ||||||||||
6.500% Senior Notes due 2019 |
73755LAF4 |
|
|
|
|
|
|
|
|
| ||||||||||
6.500% Senior Notes due 2019 |
73755LAF4 |
|
|
|
|
|
|
|
|
| ||||||||||
6.500% Senior Notes due 2019 |
73755LAF4 |
|
|
|
|
|
|
|
|
| ||||||||||
6.500% Senior Notes due 2019 |
73755LAF4 |
|
|
|
|
|
|
|
|
| ||||||||||
6.500% Senior Notes due 2019 |
73755LAF4 |
|
|
|
|
|
|
|
|
| ||||||||||
6.500% Senior Notes due 2019 |
73755LAF4 |
|
|
|
|
|
|
|
|
| ||||||||||
6.500% Senior Notes due 2019 |
73755LAF4 |
|
|
|
|
|
|
|
|
| ||||||||||
6.500% Senior Notes due 2019 |
73755LAF4 |
|
|
|
|
|
|
|
|
| ||||||||||
6.500% Senior Notes due 2019 |
73755LAF4 |
|
|
|
|
|
|
|
|
| ||||||||||
6.500% Senior Notes due 2019 |
73755LAF4 |
|
|
|
|
|
|
|
|
| ||||||||||
6.500% Senior Notes due 2019 |
73755LAF4 |
|
|
|
|
|
|
|
|
| ||||||||||
6.500% Senior Notes due 2019 |
73755LAF4 |
|
|
|
|
|
|
|
|
| ||||||||||
6.500% Senior Notes due 2019 |
73755LAF4 |
|
|
|
|
|
|
|
|
| ||||||||||
6.500% Senior Notes due 2019 |
73755LAF4 |
|
|
|
|
|
|
|
|
| ||||||||||
6.500% Senior Notes due 2019 |
73755LAF4 |
|
|
|
|
|
|
|
|
| ||||||||||
6.500% Senior Notes due 2019 |
73755LAF4 |
|
|
|
|
|
|
|
|
|
Security Tendered | CUSIP No. | Participant Number |
VOI Number | Quantity | ||||||||||||||||
4.875% Senior Notes due 2020 |
73755LAH0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.875% Senior Notes due 2020 |
73755LAH0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.875% Senior Notes due 2020 |
73755LAH0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.875% Senior Notes due 2020 |
73755LAH0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.875% Senior Notes due 2020 |
73755LAH0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.875% Senior Notes due 2020 |
73755LAH0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.875% Senior Notes due 2020 |
73755LAH0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.875% Senior Notes due 2020 |
73755LAH0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.875% Senior Notes due 2020 |
73755LAH0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.875% Senior Notes due 2020 |
73755LAH0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.875% Senior Notes due 2020 |
73755LAH0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.875% Senior Notes due 2020 |
73755LAH0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.875% Senior Notes due 2020 |
73755LAH0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.875% Senior Notes due 2020 |
73755LAH0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.875% Senior Notes due 2020 |
73755LAH0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.875% Senior Notes due 2020 |
73755LAH0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.875% Senior Notes due 2020 |
73755LAH0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.875% Senior Notes due 2020 |
73755LAH0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.875% Senior Notes due 2020 |
73755LAH0 |
|
|
|
|
|
|
|
|
|
Security Tendered | CUSIP No. | Participant Number |
VOI Number | Quantity | ||||||||||||||||
3.625% Senior Notes due 2024 |
73755LAL1 |
|
|
|
|
|
|
|
|
| ||||||||||
3.625% Senior Notes due 2024 |
73755LAL1 |
|
|
|
|
|
|
|
|
| ||||||||||
3.625% Senior Notes due 2024 |
73755LAL1 |
|
|
|
|
|
|
|
|
| ||||||||||
3.625% Senior Notes due 2024 |
73755LAL1 |
|
|
|
|
|
|
|
|
| ||||||||||
3.625% Senior Notes due 2024 |
73755LAL1 |
|
|
|
|
|
|
|
|
| ||||||||||
3.625% Senior Notes due 2024 |
73755LAL1 |
|
|
|
|
|
|
|
|
| ||||||||||
3.625% Senior Notes due 2024 |
73755LAL1 |
|
|
|
|
|
|
|
|
| ||||||||||
3.625% Senior Notes due 2024 |
73755LAL1 |
|
|
|
|
|
|
|
|
| ||||||||||
3.625% Senior Notes due 2024 |
73755LAL1 |
|
|
|
|
|
|
|
|
| ||||||||||
3.625% Senior Notes due 2024 |
73755LAL1 |
|
|
|
|
|
|
|
|
| ||||||||||
3.625% Senior Notes due 2024 |
73755LAL1 |
|
|
|
|
|
|
|
|
| ||||||||||
3.625% Senior Notes due 2024 |
73755LAL1 |
|
|
|
|
|
|
|
|
| ||||||||||
3.625% Senior Notes due 2024 |
73755LAL1 |
|
|
|
|
|
|
|
|
| ||||||||||
3.625% Senior Notes due 2024 |
73755LAL1 |
|
|
|
|
|
|
|
|
| ||||||||||
3.625% Senior Notes due 2024 |
73755LAL1 |
|
|
|
|
|
|
|
|
| ||||||||||
3.625% Senior Notes due 2024 |
73755LAL1 |
|
|
|
|
|
|
|
|
| ||||||||||
3.625% Senior Notes due 2024 |
73755LAL1 |
|
|
|
|
|
|
|
|
| ||||||||||
3.625% Senior Notes due 2024 |
73755LAL1 |
|
|
|
|
|
|
|
|
| ||||||||||
3.625% Senior Notes due 2024 |
73755LAL1 |
|
|
|
|
|
|
|
|
|
Security Tendered | CUSIP No. | Participant Number |
VOI Number | Quantity | ||||||||||||||||
3.000% Senior Notes due 2025 |
73755LAM9 |
|
|
|
|
|
|
|
|
| ||||||||||
3.000% Senior Notes due 2025 |
73755LAM9 |
|
|
|
|
|
|
|
|
| ||||||||||
3.000% Senior Notes due 2025 |
73755LAM9 |
|
|
|
|
|
|
|
|
| ||||||||||
3.000% Senior Notes due 2025 |
73755LAM9 |
|
|
|
|
|
|
|
|
| ||||||||||
3.000% Senior Notes due 2025 |
73755LAM9 |
|
|
|
|
|
|
|
|
| ||||||||||
3.000% Senior Notes due 2025 |
73755LAM9 |
|
|
|
|
|
|
|
|
| ||||||||||
3.000% Senior Notes due 2025 |
73755LAM9 |
|
|
|
|
|
|
|
|
| ||||||||||
3.000% Senior Notes due 2025 |
73755LAM9 |
|
|
|
|
|
|
|
|
| ||||||||||
3.000% Senior Notes due 2025 |
73755LAM9 |
|
|
|
|
|
|
|
|
| ||||||||||
3.000% Senior Notes due 2025 |
73755LAM9 |
|
|
|
|
|
|
|
|
| ||||||||||
3.000% Senior Notes due 2025 |
73755LAM9 |
|
|
|
|
|
|
|
|
| ||||||||||
3.000% Senior Notes due 2025 |
73755LAM9 |
|
|
|
|
|
|
|
|
| ||||||||||
3.000% Senior Notes due 2025 |
73755LAM9 |
|
|
|
|
|
|
|
|
| ||||||||||
3.000% Senior Notes due 2025 |
73755LAM9 |
|
|
|
|
|
|
|
|
| ||||||||||
3.000% Senior Notes due 2025 |
73755LAM9 |
|
|
|
|
|
|
|
|
| ||||||||||
3.000% Senior Notes due 2025 |
73755LAM9 |
|
|
|
|
|
|
|
|
| ||||||||||
3.000% Senior Notes due 2025 |
73755LAM9 |
|
|
|
|
|
|
|
|
| ||||||||||
3.000% Senior Notes due 2025 |
73755LAM9 |
|
|
|
|
|
|
|
|
| ||||||||||
3.000% Senior Notes due 2025 |
73755LAM9 |
|
|
|
|
|
|
|
|
|
Security Tendered | CUSIP No. | Participant Number |
VOI Number | Quantity | ||||||||||||||||
4.000% Senior Notes due 2026 |
73755LAN7 |
|
|
|
|
|
|
|
|
| ||||||||||
4.000% Senior Notes due 2026 |
73755LAN7 |
|
|
|
|
|
|
|
|
| ||||||||||
4.000% Senior Notes due 2026 |
73755LAN7 |
|
|
|
|
|
|
|
|
| ||||||||||
4.000% Senior Notes due 2026 |
73755LAN7 |
|
|
|
|
|
|
|
|
| ||||||||||
4.000% Senior Notes due 2026 |
73755LAN7 |
|
|
|
|
|
|
|
|
| ||||||||||
4.000% Senior Notes due 2026 |
73755LAN7 |
|
|
|
|
|
|
|
|
| ||||||||||
4.000% Senior Notes due 2026 |
73755LAN7 |
|
|
|
|
|
|
|
|
| ||||||||||
4.000% Senior Notes due 2026 |
73755LAN7 |
|
|
|
|
|
|
|
|
| ||||||||||
4.000% Senior Notes due 2026 |
73755LAN7 |
|
|
|
|
|
|
|
|
| ||||||||||
4.000% Senior Notes due 2026 |
73755LAN7 |
|
|
|
|
|
|
|
|
| ||||||||||
4.000% Senior Notes due 2026 |
73755LAN7 |
|
|
|
|
|
|
|
|
| ||||||||||
4.000% Senior Notes due 2026 |
73755LAN7 |
|
|
|
|
|
|
|
|
| ||||||||||
4.000% Senior Notes due 2026 |
73755LAN7 |
|
|
|
|
|
|
|
|
| ||||||||||
4.000% Senior Notes due 2026 |
73755LAN7 |
|
|
|
|
|
|
|
|
| ||||||||||
4.000% Senior Notes due 2026 |
73755LAN7 |
|
|
|
|
|
|
|
|
| ||||||||||
4.000% Senior Notes due 2026 |
73755LAN7 |
|
|
|
|
|
|
|
|
| ||||||||||
4.000% Senior Notes due 2026 |
73755LAN7 |
|
|
|
|
|
|
|
|
| ||||||||||
4.000% Senior Notes due 2026 |
73755LAN7 |
|
|
|
|
|
|
|
|
| ||||||||||
4.000% Senior Notes due 2026 |
73755LAN7 |
|
|
|
|
|
|
|
|
|
Security Tendered | CUSIP No. | Participant Number |
VOI Number | Quantity | ||||||||||||||||
5.875% Senior Notes due 2036 |
73755LAD9 |
|
|
|
|
|
|
|
|
| ||||||||||
5.875% Senior Notes due 2036 |
73755LAD9 |
|
|
|
|
|
|
|
|
| ||||||||||
5.875% Senior Notes due 2036 |
73755LAD9 |
|
|
|
|
|
|
|
|
| ||||||||||
5.875% Senior Notes due 2036 |
73755LAD9 |
|
|
|
|
|
|
|
|
| ||||||||||
5.875% Senior Notes due 2036 |
73755LAD9 |
|
|
|
|
|
|
|
|
| ||||||||||
5.875% Senior Notes due 2036 |
73755LAD9 |
|
|
|
|
|
|
|
|
| ||||||||||
5.875% Senior Notes due 2036 |
73755LAD9 |
|
|
|
|
|
|
|
|
| ||||||||||
5.875% Senior Notes due 2036 |
73755LAD9 |
|
|
|
|
|
|
|
|
| ||||||||||
5.875% Senior Notes due 2036 |
73755LAD9 |
|
|
|
|
|
|
|
|
| ||||||||||
5.875% Senior Notes due 2036 |
73755LAD9 |
|
|
|
|
|
|
|
|
| ||||||||||
5.875% Senior Notes due 2036 |
73755LAD9 |
|
|
|
|
|
|
|
|
| ||||||||||
5.875% Senior Notes due 2036 |
73755LAD9 |
|
|
|
|
|
|
|
|
| ||||||||||
5.875% Senior Notes due 2036 |
73755LAD9 |
|
|
|
|
|
|
|
|
| ||||||||||
5.875% Senior Notes due 2036 |
73755LAD9 |
|
|
|
|
|
|
|
|
| ||||||||||
5.875% Senior Notes due 2036 |
73755LAD9 |
|
|
|
|
|
|
|
|
| ||||||||||
5.875% Senior Notes due 2036 |
73755LAD9 |
|
|
|
|
|
|
|
|
| ||||||||||
5.875% Senior Notes due 2036 |
73755LAD9 |
|
|
|
|
|
|
|
|
| ||||||||||
5.875% Senior Notes due 2036 |
73755LAD9 |
|
|
|
|
|
|
|
|
| ||||||||||
5.875% Senior Notes due 2036 |
73755LAD9 |
|
|
|
|
|
|
|
|
|
Security Tendered | CUSIP No. | Participant Number |
VOI Number | Quantity | ||||||||||||||||
5.625% Senior Notes due 2040 |
73755LAK3 |
|
|
|
|
|
|
|
|
| ||||||||||
5.625% Senior Notes due 2040 |
73755LAK3 |
|
|
|
|
|
|
|
|
| ||||||||||
5.625% Senior Notes due 2040 |
73755LAK3 |
|
|
|
|
|
|
|
|
| ||||||||||
5.625% Senior Notes due 2040 |
73755LAK3 |
|
|
|
|
|
|
|
|
| ||||||||||
5.625% Senior Notes due 2040 |
73755LAK3 |
|
|
|
|
|
|
|
|
| ||||||||||
5.625% Senior Notes due 2040 |
73755LAK3 |
|
|
|
|
|
|
|
|
| ||||||||||
5.625% Senior Notes due 2040 |
73755LAK3 |
|
|
|
|
|
|
|
|
| ||||||||||
5.625% Senior Notes due 2040 |
73755LAK3 |
|
|
|
|
|
|
|
|
| ||||||||||
5.625% Senior Notes due 2040 |
73755LAK3 |
|
|
|
|
|
|
|
|
| ||||||||||
5.625% Senior Notes due 2040 |
73755LAK3 |
|
|
|
|
|
|
|
|
| ||||||||||
5.625% Senior Notes due 2040 |
73755LAK3 |
|
|
|
|
|
|
|
|
| ||||||||||
5.625% Senior Notes due 2040 |
73755LAK3 |
|
|
|
|
|
|
|
|
| ||||||||||
5.625% Senior Notes due 2040 |
73755LAK3 |
|
|
|
|
|
|
|
|
| ||||||||||
5.625% Senior Notes due 2040 |
73755LAK3 |
|
|
|
|
|
|
|
|
| ||||||||||
5.625% Senior Notes due 2040 |
73755LAK3 |
|
|
|
|
|
|
|
|
| ||||||||||
5.625% Senior Notes due 2040 |
73755LAK3 |
|
|
|
|
|
|
|
|
| ||||||||||
5.625% Senior Notes due 2040 |
73755LAK3 |
|
|
|
|
|
|
|
|
| ||||||||||
5.625% Senior Notes due 2040 |
73755LAK3 |
|
|
|
|
|
|
|
|
| ||||||||||
5.625% Senior Notes due 2040 |
73755LAK3 |
|
|
|
|
|
|
|
|
|
AGRIUM NOTES
Security Tendered | CUSIP No. | Participant Number |
VOI Number | Quantity | ||||||||||||||||
6.750% Debentures due 2019 |
008916AH1 |
|
|
|
|
|
|
|
|
| ||||||||||
6.750% Debentures due 2019 |
008916AH1 |
|
|
|
|
|
|
|
|
| ||||||||||
6.750% Debentures due 2019 |
008916AH1 |
|
|
|
|
|
|
|
|
| ||||||||||
6.750% Debentures due 2019 |
008916AH1 |
|
|
|
|
|
|
|
|
| ||||||||||
6.750% Debentures due 2019 |
008916AH1 |
|
|
|
|
|
|
|
|
| ||||||||||
6.750% Debentures due 2019 |
008916AH1 |
|
|
|
|
|
|
|
|
| ||||||||||
6.750% Debentures due 2019 |
008916AH1 |
|
|
|
|
|
|
|
|
| ||||||||||
6.750% Debentures due 2019 |
008916AH1 |
|
|
|
|
|
|
|
|
| ||||||||||
6.750% Debentures due 2019 |
008916AH1 |
|
|
|
|
|
|
|
|
| ||||||||||
6.750% Debentures due 2019 |
008916AH1 |
|
|
|
|
|
|
|
|
| ||||||||||
6.750% Debentures due 2019 |
008916AH1 |
|
|
|
|
|
|
|
|
| ||||||||||
6.750% Debentures due 2019 |
008916AH1 |
|
|
|
|
|
|
|
|
| ||||||||||
6.750% Debentures due 2019 |
008916AH1 |
|
|
|
|
|
|
|
|
| ||||||||||
6.750% Debentures due 2019 |
008916AH1 |
|
|
|
|
|
|
|
|
| ||||||||||
6.750% Debentures due 2019 |
008916AH1 |
|
|
|
|
|
|
|
|
| ||||||||||
6.750% Debentures due 2019 |
008916AH1 |
|
|
|
|
|
|
|
|
| ||||||||||
6.750% Debentures due 2019 |
008916AH1 |
|
|
|
|
|
|
|
|
| ||||||||||
6.750% Debentures due 2019 |
008916AH1 |
|
|
|
|
|
|
|
|
| ||||||||||
6.750% Debentures due 2019 |
008916AH1 |
|
|
|
|
|
|
|
|
|
Security Tendered | CUSIP No. | Participant Number |
VOI Number | Quantity | ||||||||||||||||
3.150% Debentures due 2022 |
008916AK4 |
|
|
|
|
|
|
|
|
| ||||||||||
3.150% Debentures due 2022 |
008916AK4 |
|
|
|
|
|
|
|
|
| ||||||||||
3.150% Debentures due 2022 |
008916AK4 |
|
|
|
|
|
|
|
|
| ||||||||||
3.150% Debentures due 2022 |
008916AK4 |
|
|
|
|
|
|
|
|
| ||||||||||
3.150% Debentures due 2022 |
008916AK4 |
|
|
|
|
|
|
|
|
| ||||||||||
3.150% Debentures due 2022 |
008916AK4 |
|
|
|
|
|
|
|
|
| ||||||||||
3.150% Debentures due 2022 |
008916AK4 |
|
|
|
|
|
|
|
|
| ||||||||||
3.150% Debentures due 2022 |
008916AK4 |
|
|
|
|
|
|
|
|
| ||||||||||
3.150% Debentures due 2022 |
008916AK4 |
|
|
|
|
|
|
|
|
| ||||||||||
3.150% Debentures due 2022 |
008916AK4 |
|
|
|
|
|
|
|
|
| ||||||||||
3.150% Debentures due 2022 |
008916AK4 |
|
|
|
|
|
|
|
|
| ||||||||||
3.150% Debentures due 2022 |
008916AK4 |
|
|
|
|
|
|
|
|
| ||||||||||
3.150% Debentures due 2022 |
008916AK4 |
|
|
|
|
|
|
|
|
| ||||||||||
3.150% Debentures due 2022 |
008916AK4 |
|
|
|
|
|
|
|
|
| ||||||||||
3.150% Debentures due 2022 |
008916AK4 |
|
|
|
|
|
|
|
|
| ||||||||||
3.150% Debentures due 2022 |
008916AK4 |
|
|
|
|
|
|
|
|
| ||||||||||
3.150% Debentures due 2022 |
008916AK4 |
|
|
|
|
|
|
|
|
| ||||||||||
3.150% Debentures due 2022 |
008916AK4 |
|
|
|
|
|
|
|
|
| ||||||||||
3.150% Debentures due 2022 |
008916AK4 |
|
|
|
|
|
|
|
|
|
Security Tendered | CUSIP No. | Participant Number |
VOI Number | Quantity | ||||||||||||||||
3.500% Debentures due 2023 |
008916AL2 |
|
|
|
|
|
|
|
|
| ||||||||||
3.500% Debentures due 2023 |
008916AL2 |
|
|
|
|
|
|
|
|
| ||||||||||
3.500% Debentures due 2023 |
008916AL2 |
|
|
|
|
|
|
|
|
| ||||||||||
3.500% Debentures due 2023 |
008916AL2 |
|
|
|
|
|
|
|
|
| ||||||||||
3.500% Debentures due 2023 |
008916AL2 |
|
|
|
|
|
|
|
|
| ||||||||||
3.500% Debentures due 2023 |
008916AL2 |
|
|
|
|
|
|
|
|
| ||||||||||
3.500% Debentures due 2023 |
008916AL2 |
|
|
|
|
|
|
|
|
| ||||||||||
3.500% Debentures due 2023 |
008916AL2 |
|
|
|
|
|
|
|
|
| ||||||||||
3.500% Debentures due 2023 |
008916AL2 |
|
|
|
|
|
|
|
|
| ||||||||||
3.500% Debentures due 2023 |
008916AL2 |
|
|
|
|
|
|
|
|
| ||||||||||
3.500% Debentures due 2023 |
008916AL2 |
|
|
|
|
|
|
|
|
| ||||||||||
3.500% Debentures due 2023 |
008916AL2 |
|
|
|
|
|
|
|
|
| ||||||||||
3.500% Debentures due 2023 |
008916AL2 |
|
|
|
|
|
|
|
|
| ||||||||||
3.500% Debentures due 2023 |
008916AL2 |
|
|
|
|
|
|
|
|
| ||||||||||
3.500% Debentures due 2023 |
008916AL2 |
|
|
|
|
|
|
|
|
| ||||||||||
3.500% Debentures due 2023 |
008916AL2 |
|
|
|
|
|
|
|
|
| ||||||||||
3.500% Debentures due 2023 |
008916AL2 |
|
|
|
|
|
|
|
|
| ||||||||||
3.500% Debentures due 2023 |
008916AL2 |
|
|
|
|
|
|
|
|
| ||||||||||
3.500% Debentures due 2023 |
008916AL2 |
|
|
|
|
|
|
|
|
|
Security Tendered | CUSIP No. | Participant Number |
VOI Number | Quantity | ||||||||||||||||
3.375% Debentures due 2025 |
008916AP3 |
|
|
|
|
|
|
|
|
| ||||||||||
3.375% Debentures due 2025 |
008916AP3 |
|
|
|
|
|
|
|
|
| ||||||||||
3.375% Debentures due 2025 |
008916AP3 |
|
|
|
|
|
|
|
|
| ||||||||||
3.375% Debentures due 2025 |
008916AP3 |
|
|
|
|
|
|
|
|
| ||||||||||
3.375% Debentures due 2025 |
008916AP3 |
|
|
|
|
|
|
|
|
| ||||||||||
3.375% Debentures due 2025 |
008916AP3 |
|
|
|
|
|
|
|
|
| ||||||||||
3.375% Debentures due 2025 |
008916AP3 |
|
|
|
|
|
|
|
|
| ||||||||||
3.375% Debentures due 2025 |
008916AP3 |
|
|
|
|
|
|
|
|
| ||||||||||
3.375% Debentures due 2025 |
008916AP3 |
|
|
|
|
|
|
|
|
| ||||||||||
3.375% Debentures due 2025 |
008916AP3 |
|
|
|
|
|
|
|
|
| ||||||||||
3.375% Debentures due 2025 |
008916AP3 |
|
|
|
|
|
|
|
|
| ||||||||||
3.375% Debentures due 2025 |
008916AP3 |
|
|
|
|
|
|
|
|
| ||||||||||
3.375% Debentures due 2025 |
008916AP3 |
|
|
|
|
|
|
|
|
| ||||||||||
3.375% Debentures due 2025 |
008916AP3 |
|
|
|
|
|
|
|
|
| ||||||||||
3.375% Debentures due 2025 |
008916AP3 |
|
|
|
|
|
|
|
|
| ||||||||||
3.375% Debentures due 2025 |
008916AP3 |
|
|
|
|
|
|
|
|
| ||||||||||
3.375% Debentures due 2025 |
008916AP3 |
|
|
|
|
|
|
|
|
| ||||||||||
3.375% Debentures due 2025 |
008916AP3 |
|
|
|
|
|
|
|
|
| ||||||||||
3.375% Debentures due 2025 |
008916AP3 |
|
|
|
|
|
|
|
|
|
Security Tendered | CUSIP No. | Participant Number |
VOI Number | Quantity | ||||||||||||||||
7.800% Debentures due 2027 |
008916AC2 |
|
|
|
|
|
|
|
|
| ||||||||||
7.800% Debentures due 2027 |
008916AC2 |
|
|
|
|
|
|
|
|
| ||||||||||
7.800% Debentures due 2027 |
008916AC2 |
|
|
|
|
|
|
|
|
| ||||||||||
7.800% Debentures due 2027 |
008916AC2 |
|
|
|
|
|
|
|
|
| ||||||||||
7.800% Debentures due 2027 |
008916AC2 |
|
|
|
|
|
|
|
|
| ||||||||||
7.800% Debentures due 2027 |
008916AC2 |
|
|
|
|
|
|
|
|
| ||||||||||
7.800% Debentures due 2027 |
008916AC2 |
|
|
|
|
|
|
|
|
| ||||||||||
7.800% Debentures due 2027 |
008916AC2 |
|
|
|
|
|
|
|
|
| ||||||||||
7.800% Debentures due 2027 |
008916AC2 |
|
|
|
|
|
|
|
|
| ||||||||||
7.800% Debentures due 2027 |
008916AC2 |
|
|
|
|
|
|
|
|
| ||||||||||
7.800% Debentures due 2027 |
008916AC2 |
|
|
|
|
|
|
|
|
| ||||||||||
7.800% Debentures due 2027 |
008916AC2 |
|
|
|
|
|
|
|
|
| ||||||||||
7.800% Debentures due 2027 |
008916AC2 |
|
|
|
|
|
|
|
|
| ||||||||||
7.800% Debentures due 2027 |
008916AC2 |
|
|
|
|
|
|
|
|
| ||||||||||
7.800% Debentures due 2027 |
008916AC2 |
|
|
|
|
|
|
|
|
| ||||||||||
7.800% Debentures due 2027 |
008916AC2 |
|
|
|
|
|
|
|
|
| ||||||||||
7.800% Debentures due 2027 |
008916AC2 |
|
|
|
|
|
|
|
|
| ||||||||||
7.800% Debentures due 2027 |
008916AC2 |
|
|
|
|
|
|
|
|
| ||||||||||
7.800% Debentures due 2027 |
008916AC2 |
|
|
|
|
|
|
|
|
|
Security Tendered | CUSIP No. | Participant Number |
VOI Number | Quantity | ||||||||||||||||
4.125% Debentures due 2035 |
008916AQ1 |
|
|
|
|
|
|
|
|
| ||||||||||
4.125% Debentures due 2035 |
008916AQ1 |
|
|
|
|
|
|
|
|
| ||||||||||
4.125% Debentures due 2035 |
008916AQ1 |
|
|
|
|
|
|
|
|
| ||||||||||
4.125% Debentures due 2035 |
008916AQ1 |
|
|
|
|
|
|
|
|
| ||||||||||
4.125% Debentures due 2035 |
008916AQ1 |
|
|
|
|
|
|
|
|
| ||||||||||
4.125% Debentures due 2035 |
008916AQ1 |
|
|
|
|
|
|
|
|
| ||||||||||
4.125% Debentures due 2035 |
008916AQ1 |
|
|
|
|
|
|
|
|
| ||||||||||
4.125% Debentures due 2035 |
008916AQ1 |
|
|
|
|
|
|
|
|
| ||||||||||
4.125% Debentures due 2035 |
008916AQ1 |
|
|
|
|
|
|
|
|
| ||||||||||
4.125% Debentures due 2035 |
008916AQ1 |
|
|
|
|
|
|
|
|
| ||||||||||
4.125% Debentures due 2035 |
008916AQ1 |
|
|
|
|
|
|
|
|
| ||||||||||
4.125% Debentures due 2035 |
008916AQ1 |
|
|
|
|
|
|
|
|
| ||||||||||
4.125% Debentures due 2035 |
008916AQ1 |
|
|
|
|
|
|
|
|
| ||||||||||
4.125% Debentures due 2035 |
008916AQ1 |
|
|
|
|
|
|
|
|
| ||||||||||
4.125% Debentures due 2035 |
008916AQ1 |
|
|
|
|
|
|
|
|
| ||||||||||
4.125% Debentures due 2035 |
008916AQ1 |
|
|
|
|
|
|
|
|
| ||||||||||
4.125% Debentures due 2035 |
008916AQ1 |
|
|
|
|
|
|
|
|
| ||||||||||
4.125% Debentures due 2035 |
008916AQ1 |
|
|
|
|
|
|
|
|
| ||||||||||
4.125% Debentures due 2035 |
008916AQ1 |
|
|
|
|
|
|
|
|
|
Security Tendered | CUSIP No. | Participant Number |
VOI Number | Quantity | ||||||||||||||||
7.125% Debentures due 2036 |
008916AG3 |
|
|
|
|
|
|
|
|
| ||||||||||
7.125% Debentures due 2036 |
008916AG3 |
|
|
|
|
|
|
|
|
| ||||||||||
7.125% Debentures due 2036 |
008916AG3 |
|
|
|
|
|
|
|
|
| ||||||||||
7.125% Debentures due 2036 |
008916AG3 |
|
|
|
|
|
|
|
|
| ||||||||||
7.125% Debentures due 2036 |
008916AG3 |
|
|
|
|
|
|
|
|
| ||||||||||
7.125% Debentures due 2036 |
008916AG3 |
|
|
|
|
|
|
|
|
| ||||||||||
7.125% Debentures due 2036 |
008916AG3 |
|
|
|
|
|
|
|
|
| ||||||||||
7.125% Debentures due 2036 |
008916AG3 |
|
|
|
|
|
|
|
|
| ||||||||||
7.125% Debentures due 2036 |
008916AG3 |
|
|
|
|
|
|
|
|
| ||||||||||
7.125% Debentures due 2036 |
008916AG3 |
|
|
|
|
|
|
|
|
| ||||||||||
7.125% Debentures due 2036 |
008916AG3 |
|
|
|
|
|
|
|
|
| ||||||||||
7.125% Debentures due 2036 |
008916AG3 |
|
|
|
|
|
|
|
|
| ||||||||||
7.125% Debentures due 2036 |
008916AG3 |
|
|
|
|
|
|
|
|
| ||||||||||
7.125% Debentures due 2036 |
008916AG3 |
|
|
|
|
|
|
|
|
| ||||||||||
7.125% Debentures due 2036 |
008916AG3 |
|
|
|
|
|
|
|
|
| ||||||||||
7.125% Debentures due 2036 |
008916AG3 |
|
|
|
|
|
|
|
|
| ||||||||||
7.125% Debentures due 2036 |
008916AG3 |
|
|
|
|
|
|
|
|
| ||||||||||
7.125% Debentures due 2036 |
008916AG3 |
|
|
|
|
|
|
|
|
| ||||||||||
7.125% Debentures due 2036 |
008916AG3 |
|
|
|
|
|
|
|
|
|
Security Tendered | CUSIP No. | Participant Number |
VOI Number | Quantity | ||||||||||||||||
6.125% Debentures due 2041 |
008916AJ7 |
|
|
|
|
|
|
|
|
| ||||||||||
6.125% Debentures due 2041 |
008916AJ7 |
|
|
|
|
|
|
|
|
| ||||||||||
6.125% Debentures due 2041 |
008916AJ7 |
|
|
|
|
|
|
|
|
| ||||||||||
6.125% Debentures due 2041 |
008916AJ7 |
|
|
|
|
|
|
|
|
| ||||||||||
6.125% Debentures due 2041 |
008916AJ7 |
|
|
|
|
|
|
|
|
| ||||||||||
6.125% Debentures due 2041 |
008916AJ7 |
|
|
|
|
|
|
|
|
| ||||||||||
6.125% Debentures due 2041 |
008916AJ7 |
|
|
|
|
|
|
|
|
| ||||||||||
6.125% Debentures due 2041 |
008916AJ7 |
|
|
|
|
|
|
|
|
| ||||||||||
6.125% Debentures due 2041 |
008916AJ7 |
|
|
|
|
|
|
|
|
| ||||||||||
6.125% Debentures due 2041 |
008916AJ7 |
|
|
|
|
|
|
|
|
| ||||||||||
6.125% Debentures due 2041 |
008916AJ7 |
|
|
|
|
|
|
|
|
| ||||||||||
6.125% Debentures due 2041 |
008916AJ7 |
|
|
|
|
|
|
|
|
| ||||||||||
6.125% Debentures due 2041 |
008916AJ7 |
|
|
|
|
|
|
|
|
| ||||||||||
6.125% Debentures due 2041 |
008916AJ7 |
|
|
|
|
|
|
|
|
| ||||||||||
6.125% Debentures due 2041 |
008916AJ7 |
|
|
|
|
|
|
|
|
| ||||||||||
6.125% Debentures due 2041 |
008916AJ7 |
|
|
|
|
|
|
|
|
| ||||||||||
6.125% Debentures due 2041 |
008916AJ7 |
|
|
|
|
|
|
|
|
| ||||||||||
6.125% Debentures due 2041 |
008916AJ7 |
|
|
|
|
|
|
|
|
| ||||||||||
6.125% Debentures due 2041 |
008916AJ7 |
|
|
|
|
|
|
|
|
|
Security Tendered | CUSIP No. | Participant Number |
VOI Number | Quantity | ||||||||||||||||
4.900% Debentures due 2043 |
008916AM0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.900% Debentures due 2043 |
008916AM0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.900% Debentures due 2043 |
008916AM0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.900% Debentures due 2043 |
008916AM0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.900% Debentures due 2043 |
008916AM0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.900% Debentures due 2043 |
008916AM0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.900% Debentures due 2043 |
008916AM0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.900% Debentures due 2043 |
008916AM0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.900% Debentures due 2043 |
008916AM0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.900% Debentures due 2043 |
008916AM0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.900% Debentures due 2043 |
008916AM0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.900% Debentures due 2043 |
008916AM0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.900% Debentures due 2043 |
008916AM0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.900% Debentures due 2043 |
008916AM0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.900% Debentures due 2043 |
008916AM0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.900% Debentures due 2043 |
008916AM0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.900% Debentures due 2043 |
008916AM0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.900% Debentures due 2043 |
008916AM0 |
|
|
|
|
|
|
|
|
| ||||||||||
4.900% Debentures due 2043 |
008916AM0 |
|
|
|
|
|
|
|
|
|
Security Tendered | CUSIP No. | Participant Number |
VOI Number | Quantity | ||||||||||||||||
5.250% Debentures due 2045 |
008916AN8 |
|
|
|
|
|
|
|
|
| ||||||||||
5.250% Debentures due 2045 |
008916AN8 |
|
|
|
|
|
|
|
|
| ||||||||||
5.250% Debentures due 2045 |
008916AN8 |
|
|
|
|
|
|
|
|
| ||||||||||
5.250% Debentures due 2045 |
008916AN8 |
|
|
|
|
|
|
|
|
| ||||||||||
5.250% Debentures due 2045 |
008916AN8 |
|
|
|
|
|
|
|
|
| ||||||||||
5.250% Debentures due 2045 |
008916AN8 |
|
|
|
|
|
|
|
|
| ||||||||||
5.250% Debentures due 2045 |
008916AN8 |
|
|
|
|
|
|
|
|
| ||||||||||
5.250% Debentures due 2045 |
008916AN8 |
|
|
|
|
|
|
|
|
| ||||||||||
5.250% Debentures due 2045 |
008916AN8 |
|
|
|
|
|
|
|
|
| ||||||||||
5.250% Debentures due 2045 |
008916AN8 |
|
|
|
|
|
|
|
|
| ||||||||||
5.250% Debentures due 2045 |
008916AN8 |
|
|
|
|
|
|
|
|
| ||||||||||
5.250% Debentures due 2045 |
008916AN8 |
|
|
|
|
|
|
|
|
| ||||||||||
5.250% Debentures due 2045 |
008916AN8 |
|
|
|
|
|
|
|
|
| ||||||||||
5.250% Debentures due 2045 |
008916AN8 |
|
|
|
|
|
|
|
|
| ||||||||||
5.250% Debentures due 2045 |
008916AN8 |
|
|
|
|
|
|
|
|
| ||||||||||
5.250% Debentures due 2045 |
008916AN8 |
|
|
|
|
|
|
|
|
| ||||||||||
5.250% Debentures due 2045 |
008916AN8 |
|
|
|
|
|
|
|
|
| ||||||||||
5.250% Debentures due 2045 |
008916AN8 |
|
|
|
|
|
|
|
|
| ||||||||||
5.250% Debentures due 2045 |
008916AN8 |
|
|
|
|
|
|
|
|
|
Exhibit 99.4
NUTRIEN LTD.
Offers to Exchange
All Outstanding Notes or Debentures of Each of the Series Issued By
Potash Corporation of Saskatchewan Inc. and Agrium Inc. as Specified Below For
The Corresponding Series of Notes
Issued by Nutrien Ltd.
And Solicitation of Consents to Amend the Related Indentures
THE EXCHANGE OFFERS WILL EXPIRE AT 12:00 MIDNIGHT (THE LAST MINUTE OF THE DAY), NEW YORK CITY TIME, ON APRIL 6, 2018, UNLESS EXTENDED (AS EXTENDED OR OTHERWISE, THE EXPIRATION TIME). BY TENDERING YOUR POTASHCORP NOTES AND/OR AGRIUM NOTES FOR EXCHANGE, YOU WILL BE DEEMED TO HAVE VALIDLY DELIVERED YOUR CONSENT TO THE PROPOSED AMENDMENTS WITH RESPECT TO THAT SPECIFIC SERIES OF POTASHCORP NOTES AND/OR CLASS OF AGRIUM NOTES. HOLDERS WILL BE ENTITLED TO RECEIVE THE EARLY PARTICIPATION PREMIUM FOR THEIR POTASHCORP NOTES AND/OR AGRIUM NOTES ONLY IF THEY VALIDLY TENDER THEIR POTASHCORP NOTES AND/OR AGRIUM NOTES PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON MARCH 23, 2018.
PotashCorp Notes
Aggregate Principal Amount |
Series of Notes Issued by PotashCorp to be Exchanged |
CUSIP No. |
Soliciting Dealer Fee Amount | |||
$500,000,000 | 6.500% Senior Notes due 2019 | 73755LAF4 | $25.00 | |||
$500,000,000 | 4.875% Senior Notes due 2020 | 73755LAH0 | $25.00 | |||
$750,000,000 | 3.625% Senior Notes due 2024 | 73755LAL1 | $25.00 | |||
$500,000,000 | 3.000% Senior Notes due 2025 | 73755LAM9 | $25.00 | |||
$500,000,000 | 4.000% Senior Notes due 2026 | 73755LAN7 | $25.00 | |||
$500,000,000 | 5.875% Senior Notes due 2036 | 73755LAD9 | $25.00 | |||
$500,000,000 | 5.625% Senior Notes due 2040 | 73755LAK3 | $25.00 |
Agrium Debentures
Aggregate Principal Amount |
Series of Debentures Issued by Agrium to be Exchanged |
CUSIP No. | Soliciting Dealer Fee Per $1,000 Principal Amount | |||
$500,000,000 | 6.750% Debentures due 2019 | 008916AH1 | $25.00 | |||
$500,000,000 | 3.150% Debentures due 2022 | 008916AK4 | $25.00 | |||
$500,000,000 | 3.500% Debentures due 2023 | 008916AL2 | $25.00 | |||
$550,000,000 | 3.375% Debentures due 2025 | 008916AP3 | $25.00 | |||
$125,000,000 | 7.800% Debentures due 2027 | 008916AC2 | $25.00 | |||
$450,000,000 | 4.125% Debentures due 2035 | 008916AQ1 | $25.00 | |||
$300,000,000 | 7.125% Debentures due 2036 | 008916AG3 | $25.00 | |||
$500,000,000 | 6.125% Debentures due 2041 | 008916AJ7 | $25.00 | |||
$500,000,000 | 4.900% Debentures due 2043 | 008916AM0 | $25.00 | |||
$500,000,000 | 5.250% Debentures due 2045 | 008916AN8 | $25.00 |
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: |
March 12, 2018 |
Reference is made to the prospectus supplement dated March 12, 2018 (together with the accompanying prospectus, the Prospectus) of Nutrien Ltd., as issuer (Nutrien), and related Letter of Transmittal and Consent (the Letter of Transmittal), which together describe (a) the offers of Nutrien (collectively, the exchange offers) to exchange properly tendered and accepted notes of Potash Corporation of Saskatchewan Inc. (collectively, the PotashCorp Notes) and debentures of Agrium Inc. (collectively, the Agrium Notes) of the series listed above issued by Potash Corporation of Saskatchewan Inc. (PotashCorp) or Agrium Inc. (Agrium), as applicable, for new notes (collectively, the Nutrien Notes) of a corresponding series to be issued by Nutrien and (b) the solicitations of consents (collectively, the consent solicitations) to amend the indentures governing each series of the PotashCorp Notes and the Agrium Notes, in the case of each of (a) and (b) above, upon the terms and subject to the conditions described in the Prospectus and in the Letter of Transmittal. Capitalized terms used herein and not defined herein have the meaning given to them in the Prospectus.
Nutrien is making the exchange offers to simplify its capital structure, to give existing holders of the PotashCorp Notes and Agrium Notes the option to receive Nutrien Notes issued by Nutrien and to streamline the reporting obligations of Nutrien and all of its subsidiaries, including PotashCorp and Agrium. Nutrien is conducting the consent solicitations to, among other things, eliminate certain covenants and event of default provisions under the indentures governing the Securities and the terms of each series of the Securities (collectively, the Proposed Amendments). Consummation of the exchange offers and consent solicitations is expected to ease administration of Nutriens consolidated indebtedness.
2
In order for the Proposed Amendments to be adopted with respect to a series of PotashCorp Notes, holders of not less than a majority of the aggregate principal amount of the outstanding notes of that series must consent to them. In order for the Proposed Amendments to be adopted with respect to the Agrium Notes governed by the indenture dated as of January 31, 1997, holders of not less than a majority of the aggregate principal amount of such outstanding Agrium Notes must consent to them. In order for the Proposed Amendments to be adopted with respect to the Agrium Notes governed by the indenture dated as of May 16, 2006, holders of not less than a majority of the aggregate principal amount of such outstanding Agrium Notes, voting together as a class, must consent to them.
The term Holder with respect to the exchange offers and the consent solicitations means any person in whose name PotashCorp Notes and/or Agrium Notes are registered on the books of PotashCorp or Agrium, as applicable, or any other person who has obtained a properly completed bond power from the registered holder.
A Holder may tender their PotashCorp Notes and/or Agrium Notes and consent to the Proposed Amendments by causing the book-entry transfer of such Holders PotashCorp Notes and/or Agrium Notes to the account of D.F. King & Co., Inc. (the Exchange Agent) at the Depository Trust Company (DTC), and the Exchange Agent must receive a confirmation of such book-entry transfer and either a completed Letter of Transmittal or an agents message transmitted pursuant to DTCs Automated Tender Offer Program (ATOP), by which each tendering Holder will agree to be bound by the Letter of Transmittal.
Pursuant to authority granted by DTC, if you are a DTC participant that has PotashCorp Notes and/or Agrium Notes credited to your DTC account and thereby held of record by DTCs nominee, you may directly tender your PotashCorp Notes and/or Agrium Notes and deliver a consent as if you were the record holder. Accordingly, references herein to Holders include DTC participants with PotashCorp Notes and/or Agrium Notes credited to their accounts. Tenders of PotashCorp Notes and/or Agrium Notes, and corresponding consents related thereto, will be accepted only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof; provided, that tenders of 5.875% Senior Notes due 2036 of PotashCorp and 7.800% Debentures due 2027 and 7.125% Debentures due 2036 of Agrium will be accepted only in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.
With respect to any tender by an individual beneficial owner of $250,000 or less in aggregate principal amount of PotashCorp Notes and/or Agrium Notes that is accepted in the exchange offers and consent solicitations, Nutrien will pay, subject to the conditions specified in the Prospectus, the relevant eligible soliciting dealer a fee of 0.25% on the amount of such tender, provided that in no event will the aggregate amount of soliciting dealer fee due to any individual soliciting dealer institution exceed $625.
For your information and for forwarding to your clients for whom you hold PotashCorp Notes and/or Agrium Notes registered in your name or in the name of your nominee, we are enclosing the following documents:
1. Letter of Transmittal.
2. A printed form of a To Our Clients Letter, including a Letter of Instructions, which may be sent to your clients for whose accounts you hold PotashCorp Notes and/or Agrium Notes registered in your name or in the name of your nominee, with space provided for obtaining such clients instructions with regard to the consent solicitations. This form will enable your clients to provide consents with respect to any and all PotashCorp Notes and/or Agrium Notes that they own.
3. A Soliciting Dealer Form, which you should complete to be eligible to receive the soliciting dealer fee, if applicable.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS SOON AS POSSIBLE, SINCE TENDERS OF POTASHCORP NOTES AND/OR AGRIUM NOTES AND RELATED CONSENTS MUST ACTUALLY BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 12:00 MIDNIGHT (THE LAST MINUTE OF THE DAY), NEW YORK CITY TIME, ON APRIL 6, 2018.
3
HOLDERS WHO TENDER POTASHCORP NOTES AND/OR AGRIUM NOTES OR DELIVER CONSENTS AFTER THE EXPIRATION TIME WILL NOT BE ELIGIBLE TO RECEIVE ANY CONSENT FEE AND NO SOLICITING DEALER FEE WILL BE PAID IN RESPECT THEREOF.
Any inquiries you may have with respect to the exchange offers or consent solicitations may be directed to the Exchange Agent, at (212) 269-5552. Requests for additional copies of the above documents should be addressed to D.F. King & Co., Inc., acting as Information Agent, at (866) 745-0270 (toll-free) or (212) 269-5550.
Very truly yours, |
|
Nutrien Ltd. |
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AGENT OR AFFILIATE OF NUTRIEN, THE EXCHANGE AGENT, THE INFORMATION AGENT OR THE TRUSTEE FOR THE NUTRIEN NOTES, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.
4
Exhibit 99.5
NUTRIEN LTD.
Offers to Exchange
All Outstanding Notes or Debentures of Each of the Series Issued By
Potash Corporation of Saskatchewan Inc. and Agrium Inc. as Specified Below For
The Corresponding Series of Notes
Issued by Nutrien Ltd.
And Solicitation of Consents to Amend the Related Indentures
THE EXCHANGE OFFERS WILL EXPIRE AT 12:00 MIDNIGHT (THE LAST MINUTE OF THE DAY), NEW YORK CITY TIME, ON APRIL 6, 2018, UNLESS EXTENDED (AS EXTENDED OR OTHERWISE, THE EXPIRATION TIME). BY TENDERING YOUR POTASHCORP NOTES AND/OR AGRIUM NOTES FOR EXCHANGE, YOU WILL BE DEEMED TO HAVE VALIDLY DELIVERED YOUR CONSENT TO THE PROPOSED AMENDMENTS WITH RESPECT TO THAT SPECIFIC SERIES OF POTASHCORP NOTES AND/OR CLASS OF AGRIUM NOTES. HOLDERS WILL BE ENTITLED TO RECEIVE THE EARLY PARTICIPATION PREMIUM FOR THEIR POTASHCORP NOTES AND/OR AGRIUM NOTES ONLY IF THEY VALIDLY TENDER THEIR POTASHCORP NOTES AND/OR AGRIUM NOTES PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON MARCH 23, 2018.
PotashCorp Notes
Aggregate Principal Amount |
Series of Notes |
CUSIP No. | Series
of |
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 | ||||||||||||||||||||||
$500,000,000 | 6.500% Senior Notes due 2019 | 73755LAF4 | 6.500% Senior Notes due 2019 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$500,000,000 | 4.875% Senior Notes due 2020 | 73755LAH0 | 4.875% Senior Notes due 2020 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$750,000,000 | 3.625% Senior Notes due 2024 | 73755LAL1 | 3.625% Senior Notes due 2024 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$500,000,000 | 3.000% Senior Notes due 2025 | 73755LAM9 | 3.000% Senior Notes due 2025 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$500,000,000 | 4.000% Senior Notes due 2026 | 73755LAN7 | 4.000% Senior Notes due 2026 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$500,000,000 | 5.875% Senior Notes due 2036 | 73755LAD9 | 5.875% Senior Notes due 2036 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$500,000,000 | 5.625% Senior Notes due 2040 | 73755LAK3 | 5.625% Senior Notes due 2040 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 |
Agrium Notes
Aggregate Principal Amount |
Series of |
CUSIP No. | Series of |
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 | ||||||||||||||||||||||
$500,000,000 | 6.750% Debentures due 2019 | 008916AH1 | 6.750% Senior Notes due 2019 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$500,000,000 | 3.150% Debentures due 2022 | 008916AK4 | 3.150% Senior Notes due 2022 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$500,000,000 | 3.500% Debentures due 2023 | 008916AL2 | 3.500% Senior Notes due 2023 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$550,000,000 | 3.375% Debentures due 2025 | 008916AP3 | 3.375% Senior Notes due 2025 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$125,000,000 | 7.800% Debentures due 2027 | 008916AC2 | 7.800% Senior Notes due 2027 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$450,000,000 | 4.125% Debentures due 2035 | 008916AQ1 | 4.125% Senior Notes due 2035 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$300,000,000 | 7.125% Debentures due 2036 | 008916AG3 | 7.125% Senior Notes due 2036 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$500,000,000 | 6.125% Debentures due 2041 | 008916AJ7 | 6.125% Senior Notes due 2041 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$500,000,000 | 4.900% Debentures due 2043 | 008916AM0 | 4.900% Senior Notes due 2043 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 | |||||||||||||
$500,000,000 | 5.250% Debentures due 2045 | 008916AN8 | 5.250% Senior Notes due 2045 | $ | 950 | $ | 1 | $ | 50 | $ | 1,000 | $ | 1 |
(1) | Consideration per $1,000 principal amount of PotashCorp Notes or Agrium Notes, as applicable, validly tendered and accepted, subject to any rounding as described herein. |
(2) | The term Nutrien Notes in this column refers, in each case, to the series of Nutrien Notes corresponding to the series of PotashCorp Notes or Agrium Notes, as applicable, of like maturity and coupon set forth in the applicable row. |
(3) | Includes the Early Participation Premium for PotashCorp Notes and Agrium Notes validly tendered prior to the Early Tender Time described below and not validly withdrawn. |
2
To Our Clients: |
March 12, 2018 |
Enclosed for your consideration are the prospectus supplement dated March 12, 2018 (together with the accompanying prospectus, the Prospectus) of Nutrien Ltd., as issuer (Nutrien), and related Letter of Transmittal and Consent (the Letter of Transmittal), which together describe (a) the offers of Nutrien (collectively, the exchange offers) to exchange each properly tendered and accepted notes of Potash Corporation of Saskatchewan Inc. (collectively, the PotashCorp Notes) and debentures of Agrium Inc. (collectively, the Agrium Notes) of the series listed above issued by Potash Corporation of Saskatchewan Inc. (PotashCorp) or Agrium Inc. (Agrium), as applicable, for a new notes (collectively, the Nutrien Notes) of a corresponding series to be issued by Nutrien and (b) the solicitations of consents (collectively, the consent solicitations) to amend the indentures governing each series of the PotashCorp Notes and the Agrium Notes, in the case of each of (a) and (b) above, upon the terms and subject to the conditions described in the Prospectus and in the Letter of Transmittal. Capitalized terms used herein and not defined herein have the meaning given to them in the Prospectus.
Nutrien is making the exchange offers to simplify its capital structure, to give existing holders of the PotashCorp Notes and the Agrium Notes the option to receive Nutrien Notes issued by Nutrien and to streamline the reporting obligations of Nutrien and all of its subsidiaries, including PotashCorp and Agrium. Nutrien is conducting the consent solicitations to, among other things, eliminate certain covenants and event of default provisions under the indentures governing the Securities and the terms of each series of the Securities (collectively, the Proposed Amendments). Consummation of the exchange offers and consent solicitations is expected to ease administration of Nutriens consolidated indebtedness.
In order for the Proposed Amendments to be adopted with respect to a series of PotashCorp Notes, holders of not less than a majority of the aggregate principal amount of the outstanding notes of that series must consent to them. In order for the Proposed Amendments to be adopted with respect to the Agrium Notes governed by the indenture dated as of January 31, 1997, holders of not less than a majority of the aggregate principal amount of such outstanding Agrium Notes must consent to them. In order for the Proposed Amendments to be adopted with respect to the Agrium Notes governed by the indenture dated as of May 16, 2006, holders of not less than a majority of the aggregate principal amount of such outstanding Agrium Notes, voting together as a class, must consent to them.
In exchange for each $1,000 principal amount of PotashCorp Notes and Agrium Notes that is validly tendered prior to 5:00 p.m., New York City time, on March 23, 2018, unless extended (as extended or otherwise, the Early Tender Time) and not validly withdrawn, holders will receive the total exchange consideration set out in the table above (the Total Consideration), which consists of $1,000 principal amount of Nutrien Notes and a cash amount of $1 (the Consent Fee). The Total Consideration includes the early participation premium set out in the table above (the Early Participation Premium), which consists of $50 principal amount of Nutrien Notes. In exchange for each $1,000 principal amount of PotashCorp Notes and Agrium Notes that is validly tendered after the Early Tender Time but prior to the Expiration Time and not validly withdrawn, holders will receive only the exchange consideration set out in the table above (the Exchange Consideration), which is equal to the Total Consideration less the Early Participation Premium and so consists of $950 principal amount of Nutrien Notes and the Consent Fee.
If you validly tender PotashCorp Notes or Agrium Notes before the Early Tender Time, you may validly withdraw your tender in respect of such PotashCorp Notes or Agrium Notes at any time before 5:00 p.m., New York City time, on March 23, 2018, unless extended (as extended or otherwise, the Withdrawal Deadline), but you will not receive the Early Participation Premium unless you validly re-tender such notes before the Early Tender Time. If the valid withdrawal of your tender occurs before the Early Tender Time, your consent in respect of such notes will also be revoked, and you will not receive the Consent Fee unless you validly re-tender such notes before the Expiration Time. Tenders of PotashCorp Notes and Agrium Notes, and the corresponding consents to the Proposed Amendments, may not be withdrawn after the Withdrawal Deadline.
The materials relating to the exchange offers and consent solicitations are being forwarded to you as the beneficial owner of the PotashCorp Notes and/or Agrium Notes held by us for your account or benefit but not
3
registered in your name. Tender of PotashCorp Notes and/or Agrium Notes and delivery of consents with respect to any PotashCorp Notes and/or Agrium Notes may only be made by us as the holder and pursuant to your instructions. The accompanying Letter of Transmittal is furnished to you for informational purposes only and may not be used by you to tender PotashCorp Notes and/or Agrium Notes or deliver consents for PotashCorp Notes and/or Agrium Notes held by us and registered in our name for your account.
If you wish to have us tender your PotashCorp Notes and/or Agrium Notes and deliver consents with respect to any or all of your PotashCorp Notes and/or Agrium Notes held by us or which we hold through The Depository Trust Company for your account or benefit pursuant to the Prospectus and receive, on your behalf, the Total Consideration or Exchange Consideration, as applicable, in relation thereto, please so instruct us by completing, executing and returning to us the Letter of Instructions that follows. Unless otherwise specified in the Letter of Instructions, if you authorize us to tender your PotashCorp Notes and/or Agrium Notes and consent to the Proposed Amendments, we will tender and consent with respect to the entire aggregate principal amount of PotashCorp Notes and/or Agrium Notes which we hold for your account.
Tenders of PotashCorp Notes and/or Agrium Notes and deliveries of consents may only be made by us since we are the registered holder of your PotashCorp Notes and/or Agrium Notes. We cannot tender PotashCorp Notes and/or Agrium Notes or deliver consents without your instructions. Therefore, you must provide us with your instructions as soon as possible. Your instructions to us should be forwarded as promptly as possible in order to permit us to tender your PotashCorp Notes and/or Agrium Notes and provide the related consents on your behalf in accordance with the provisions of the Prospectus. The exchange offers and consent solicitations will expire at the Expiration Time, unless extended as provided in the Prospectus. Tenders may be withdrawn and consents may be revoked at any time up to the Withdrawal Deadline but not thereafter.
We urge you to carefully read the enclosed offer materials in their entirety because they, and not this letter, describe in detail the terms and conditions of the exchange offers and consent solicitations.
Note: If the Proposed Amendments are adopted, certain holders of PotashCorp Notes and/or Agrium Notes may be subject to adverse tax consequences and are urged to consult their tax advisors regarding the consequences of the adoption of the Proposed Amendments. For a summary of certain United States Federal and Canadian income tax consequences to the holders of PotashCorp Notes and/or Agrium Notes in connection with the exchange offers and consent solicitations, see Certain U.S. Federal Income Tax Consequences and Certain Canadian Income Tax Consequences in the Prospectus.
4
LETTER OF INSTRUCTIONS
I/We acknowledge receipt of your letter and the enclosed material referred to therein relating to the exchange offers and consent solicitations being conducted by Nutrien.
This will instruct you to tender PotashCorp Notes and/or Agrium Notes and deliver consents to the Proposed Amendments for my/our account or benefit on or prior to the Expiration Time, pursuant to the terms and conditions set forth in the Prospectus Supplement.
Please tender the PotashCorp Notes and/or Agrium Notes and deliver consents for the PotashCorp Notes and/or Agrium Notes held by you for my/our account as indicated below:
CUSIP Number* | Principal Amount Beneficially Owned** |
Principal Amount Tendered and as to which Consents are Given *** | ||
* | Enter the CUSIP number for the series of PotashCorp Notes and/or Agrium Notes. |
** | Enter the principal amount of the PotashCorp Notes and/or Agrium Notes beneficially owned. |
*** | Enter the principal amount of PotashCorp Notes and/or Agrium Notes tendered and as to which consents are being delivered. |
NOTE: | If no principal amount is provided in the third column of the table above, and this Letter of Instructions is signed in the space provided below, we are authorized to tender, and deliver related consents, with respect to the entire aggregate principal amount of such Securities in which we hold an interest for your account. |
PLEASE SIGN HERE
Signature (s) |
Name(s) (Please Print) |
Address |
Zip or Postal Code |
Area Code and Telephone No. |
Tax Identification or Social Security No. |
My Account Number |
Date |
5
Exhibit 99.6
SUPPLEMENTAL INDENTURE NO. 1
THIS SUPPLEMENTAL INDENTURE NO. 1, dated as of [], 2018 (this Supplemental Indenture), is by and between Potash Corporation of Saskatchewan Inc., a corporation organized under the laws of Canada (the Company), and U.S. Bank National Association, a national banking association, as successor trustee (the Trustee).
WHEREAS, the Company and the Trustee are party to that certain Indenture, dated as of February 27, 2003 (the Indenture), as amended and supplemented by this Supplemental Indenture;
WHEREAS, the Company executed and delivered an Officers Certificate pursuant to Section 3.01 of the Indenture, dated November 29, 2006, to provide for the issuance of the Companys 5.875% Notes due December 1, 2036 (the 2036 Notes);
WHEREAS, the Company executed and delivered an Officers Certificate pursuant to Section 3.01 of the Indenture, dated April 28, 2009, to provide for the issuance of the Companys 6.50% Notes due May 15, 2019 (the 2019 Notes);
WHEREAS, the Company executed and delivered an Officers Certificate pursuant to Section 3.01 of the Indenture, dated September 23, 2009, to provide for the issuance of the Companys 4.875% Notes due March 30, 2020 (the 2020 Notes);
WHEREAS, the Company executed and delivered an Officers Certificate pursuant to Section 3.01 of the Indenture, dated November 22, 2010, to provide for the issuance of the Companys 5.625% Notes due December 1, 2040 (the 2040 Notes);
WHEREAS, the Company executed and delivered an Officers Certificate pursuant to Section 3.01 of the Indenture, dated March 4, 2014, to provide for the issuance of the Companys 3.625% Notes due March 15, 2024 (the 2024 Notes);
WHEREAS, the Company executed and delivered an Officers Certificate pursuant to Section 3.01 of the Indenture, dated March 23, 2015, to provide for the issuance of the Companys 3.000% Notes due April 1, 2025 (the 2025 Notes);
WHEREAS, the Company executed and delivered an Officers Certificate pursuant to Section 3.01 of the Indenture, dated December 1, 2016, to provide for the issuance of the Companys 4.000% Notes due December 15, 2026 (the 2026 Notes and, together with the 2036 Notes, the 2019 Notes, the 2020 Notes, the 2040 Notes, the 2024 Notes and the 2025 Notes, the Notes);
WHEREAS, Section 9.02 of the Indenture provides that the Indenture may be amended with the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities of each series affected by such supplemental indenture (the Requisite Consents), subject to certain exceptions specified in Section 9.02 of the Indenture;
WHEREAS, Nutrien Ltd., a corporation organized under the Canada Business Corporations Act (Nutrien) and the indirect parent of the Company, has solicited consents (the Consent Solicitation) from Holders of the Notes to certain proposed amendments to the Indenture as set forth herein (the Proposed Amendments), pursuant to the terms of the short-form base shelf prospectus included in Nutriens Registration Statement on Form F-10, initially as filed with the U.S. Securities and Exchange
Commission (the SEC) on February 27, 2018 (the Base Prospectus), as amended and supplemented by the prospectus supplement filed with the SEC on March 12, 2018 (the Prospectus Supplement and, together with the Base Prospectus, the Prospectus);
WHEREAS, pursuant to the Consent Solicitation, the Requisite Consents for the adoption of the Proposed Amendments have been obtained, and this Supplemental Indenture complies with the requirements of ARTICLE NINE of the Indenture and is authorized and permitted by the Indenture, all as certified by an Officers Certificate and Opinion of Counsel delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture;
WHEREAS, the Company desires and has requested the Trustee to join with it in entering into this Supplemental Indenture for the purpose of amending the Indenture to adopt the Proposed Amendments as permitted by Section 9.02 of the Indenture; and
WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by a Board Resolution.
NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:
SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.
SECTION 2. Proposed Amendments. Subject to Section 5 below, the Indenture is hereby amended by deleting the following sections of the Indenture in their entirety:
Clauses (d), (e), (f) and (g) of Section 5.01 of the Indenture | (relating to covenant or warranty breaches, defaults related to certain bankruptcy events and judgments, payment default and cross-default of other indebtednessEvents of Default) | |||
Section 7.04 of the Indenture | (Reports by the Company) | |||
Article VIII of the Indenture | (Consolidation, Merger, Sale, Lease or Conveyance) | |||
Section 10.05 of the Indenture | (Statement as to Compliance) | |||
Section 10.07 of the Indenture | (Limitation on Liens) | |||
Section 10.08 of the Indenture | (Limitation on Sale and Leaseback Transactions) | |||
Clauses (b), (c), (g) and (i) of Section 14.04 of the Indenture | (specifying certain conditions to legal defeasanceConditions to Defeasance or Covenant Defeasance) |
Further, the Notes are hereby amended by deleting the provisions of the series of Notes that provide for an offer to repurchase such notes upon a Change of Control Triggering Event (as such term is defined in such Notes).
Any and all references to any Sections or Articles of the Indenture or Notes which are deleted by any Section of this Supplemental Indenture and any and all obligations thereunder related solely to such deleted Sections or Articles throughout the Indenture or Notes are of no further force or effect. Any and all terms defined in the Indenture or Notes which are used in any Sections or Articles of the Indenture or Notes which are deleted by any Section of this Supplemental Indenture and which are not
- 2 -
otherwise used in any other Section or Article of the Indenture or Notes not affected by this Supplemental Indenture are hereby deleted. By consenting to the Proposed Amendments, each Holder of the Notes will be deemed to have waived any default, event of default or other consequence under the Indenture for failure to comply with the terms of the provisions identified in this Section 2 (whether before or after the date hereof).
SECTION 3. Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 4. Successors. All agreements by the parties in this Supplemental Indenture shall bind their respective successors.
SECTION 5. Effectiveness. This Supplemental Indenture shall become effective upon execution by all parties hereto. Proposed Amendments shall become effective on the Settlement Date (as defined in the Prospectus).
SECTION 6. Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that the provisions of Section 2 of this Supplemental Indenture become effective may be affixed to, stamped, imprinted or otherwise legended by the Trustee, with a notation as follows:
Effective as of [ ], 201[8], substantially all of the restrictive covenants in the Indenture have been eliminated and certain other provisions have been eliminated or modified, as provided in the Supplemental Indenture, dated as of [ ], 201[8]. Reference is hereby made to said Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.
SECTION 7. Ratification of Indenture; Supplemental Indenture Part of Indenture. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Subject to Section 1.07 of the Indenture, in the case of conflict between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.
SECTION 8. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
SECTION 9. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original and such counterparts shall together constitute but one and the same instrument.
SECTION 10. Effect of Headings. The Section headings herein have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.
- 3 -
SECTION 11. Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. The Trustee enters into this Supplemental Indenture to give effect to the commercial agreement reached between the Company and the Holders, and strictly on the basis of Holder consent, authorization and direction, as evidenced by the consents obtained under Section 9.02 of the Indenture. The Company hereby reaffirms its obligations under the Indenture to indemnify and hold harmless the Trustee as required under ARTICLE SIX of the Indenture, including under Section 6.07 of the Indenture, and in particular (but not limited to) against any loss, liability or expense incurred without negligence or bad faith on the Trustees part arising out of or in connection with the acceptance or administration of the trust or trusts created under this Supplemental Indenture (all to the extent set forth in ARTICLE SIX of the Indenture). This indemnity shall survive the final payment in full of the Notes and the resignation or removal of the Trustee solely to the extent expressly provided in ARTICLE SIX of the Indenture.
[The rest of this page has been intentionally left blank]
- 4 -
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.
POTASH CORPORATION OF SASKATCHEWAN INC. | ||
By: |
| |
Name: | [Name] | |
Title: | [Title] | |
By: |
| |
Name: | [Name] | |
Title: | [Title] | |
U.S. BANK NATIONAL ASSOCIATION, as Successor Trustee | ||
By: |
| |
Name: | [Name] | |
Title: | [Title] |
Exhibit 99.7
SUPPLEMENTAL INDENTURE NO. 1
THIS SUPPLEMENTAL INDENTURE NO. 1, dated as of [], 2018 (this Supplemental Indenture), is by and between Agrium Inc., a corporation organized under the Canada Business Corporations Act (the Company), and The Bank of New York Mellon, a national banking association (as successor in interest to Mellon Bank, N.A.), as trustee (the Trustee).
WHEREAS, the Company and the Trustee are party to that certain Indenture, dated as of January 31, 1997 (the Indenture), as amended and supplemented by this Supplemental Indenture;
WHEREAS, the Company executed and delivered an Officers Certificate pursuant to Section 301 of the Indenture, dated January 31, 1997, to provide for the issuance of the Companys 7.800% Debentures due February 1, 2027 (the Notes);
WHEREAS, Section 902 of the Indenture provides that the Indenture may be amended with the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities of all series affected by such supplemental indenture (voting as a single class) (the Requisite Consents), subject to certain exceptions specified in Section 902 of the Indenture;
WHEREAS, Nutrien Ltd., a corporation organized under the Canada Business Corporations Act (Nutrien) and the parent of the Company, has solicited consents (the Consent Solicitation) from Holders of the Notes to certain proposed amendments to the Indenture as set forth herein (the Proposed Amendments), pursuant to the terms of the short-form base shelf prospectus included in Nutriens Registration Statement on Form F-10, initially as filed with the U.S. Securities and Exchange Commission (the SEC) on February 27, 2018 (the Base Prospectus), as amended and supplemented by the prospectus supplement filed with the SEC on March 12, 2018 (the Prospectus Supplement and, together with the Base Prospectus, the Prospectus);
WHEREAS, pursuant to the Consent Solicitation, the Requisite Consents for the adoption of the Proposed Amendments have been obtained, and this Supplemental Indenture complies with the requirements of ARTICLE NINE of the Indenture and is authorized and permitted by the Indenture, all as certified by an Officers Certificate and an Opinion of Counsel delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture;
WHEREAS, the Company desires and has requested the Trustee to join with it in entering into this Supplemental Indenture for the purpose of amending the Indenture to adopt the Proposed Amendments as permitted by Section 902 of the Indenture; and
WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by a Board Resolution.
NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:
SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.
SECTION 2. Proposed Amendments. Subject to Section 5 below, the Indenture is hereby amended by deleting the following sections of the Indenture in their entirety:
Clauses (4), (5), (6) and (7) of Section 501 of the Indenture |
(relating to covenant or warranty breaches, defaults related to certain bankruptcy events and judgments, payment default and cross-default of other indebtednessEvents of Default) | |||
Article EIGHT of the Indenture | (Consolidation, Merger, Sale, Lease or Conveyance) | |||
Section 1004 of the Indenture | (Statement as to Compliance) | |||
Section 1005 of the Indenture | (Payment of Taxes and Other Claims) | |||
Section 1006 of the Indenture | (Maintenance of Properties) | |||
Section 1008 of the Indenture | (Limitation on Debt of Agrium Partnership) | |||
Section 1009 of the Indenture | (Limitation on Liens) | |||
Section 1010 of the Indenture | (Limitation on Sale/Leaseback Transactions) | |||
Section 1011 of the Indenture | (Provision of Financial Information) | |||
Clauses (2), (3), (4), (8) and (10) of Section 1404 of the Indenture | (specifying certain conditions to legal defeasanceConditions to Defeasance or Covenant Defeasance) |
Any and all references to any Sections or Articles of the Indenture or Notes which are deleted by any Section or of this Supplemental Indenture and any and all obligations thereunder related solely to such deleted Sections or Articles throughout the Indenture or Notes are of no further force or effect. Any and all terms defined in the Indenture or Notes which are used in any Sections or Articles of the Indenture or Notes which are deleted by any Section of this Supplemental Indenture and which are not otherwise used in any other Section or Article of the Indenture or Notes not affected by this Supplemental Indenture are hereby deleted. By consenting to the Proposed Amendments, each Holder of the Notes will be deemed to have waived any default, event of default or other consequence under the Indenture for failure to comply with the terms of the provisions identified in this Section 2 (whether before or after the date hereof).
SECTION 3. Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 4. Successors. All agreements by the parties in this Supplemental Indenture shall bind their respective successors.
SECTION 5. Effectiveness. This Supplemental Indenture shall become effective upon execution by all parties hereto. Proposed Amendments shall become effective on the Settlement Date (as defined in the Prospectus).
SECTION 6. Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that the provisions of Section 2 of this Supplemental Indenture become effective may be affixed to, stamped, imprinted or otherwise legended by the Trustee, with a notation as follows:
Effective as of [ ], 201[8], substantially all of the restrictive covenants in the Indenture have been eliminated and certain other provisions have been eliminated or modified, as provided in the
- 2 -
Supplemental Indenture, dated as of [ ], 201[8]. Reference is hereby made to said Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.
SECTION 7. Ratification of Indenture; Supplemental Indenture Part of Indenture. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Subject to Section 112 of the Indenture, in the case of conflict between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.
SECTION 8. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
SECTION 9. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original and such counterparts shall together constitute but one and the same instrument.
SECTION 10. Effect of Headings. The Section headings herein have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.
SECTION 11. Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. The Trustee enters into this Supplemental Indenture to give effect to the commercial agreement reached between the Company and the Holders, and strictly on the basis of Holder consent, authorization and direction, as evidenced by the consents obtained under Section 902 of the Indenture. The Company hereby reaffirms its obligations under the Indenture to indemnify and hold harmless the Trustee as required under ARTICLE SIX of the Indenture, including under Section 615 of the Indenture, and in particular (but not limited to) against any loss, liability or expense incurred without negligence or bad faith on the Trustees part arising out of or in connection with the acceptance or administration of the trust or trusts created under this Supplemental Indenture (all to the extent set forth in ARTICLE SIX of the Indenture). This indemnity shall survive the final payment in full of the Notes and the resignation or removal of the Trustee solely to the extent expressly provided in ARTICLE SIX of the Indenture.
[The rest of this page has been intentionally left blank]
- 3 -
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.
AGRIUM INC. | ||
By: |
| |
Name: | [Name] | |
Title: | [Title] | |
By: |
| |
Name: | [Name] | |
Title: | [Title] | |
THE BANK OF NEW YORK MELLON, as Trustee | ||
By: |
| |
Name: | [Name] | |
Title: | [Title] |
Exhibit 99.8
SUPPLEMENTAL INDENTURE NO. 3
THIS SUPPLEMENTAL INDENTURE NO. 3, dated as of [], 2018 (this Third Supplemental Indenture), is by and between Agrium Inc., a corporation organized under the Canada Business Corporations Act (the Company), and The Bank of New York Mellon, a national banking association (as successor to J.P. Morgan Trust Company, N.A.), as trustee (the Trustee).
WHEREAS, the Company and the Trustee are party to that certain Indenture, dated as of May 16, 2006 (the Base Indenture), as amended and supplemented by the First Supplemental Indenture, dated as of October 1, 2012 (the First Supplemental Indenture), as further amended and supplemented by the Second Supplemental Indenture, dated as of November 18, 2014 (together with the Base Indenture and the First Supplemental Indenture, the Indenture), as amended and supplemented by this Third Supplemental Indenture;
WHEREAS, the Company executed and delivered an Officers Certificate pursuant to Section 301 of the Indenture, dated May 24, 2006, to provide for the issuance of the Companys 7.125% Debentures due May 23, 2036 (the 2036 Notes);
WHEREAS, the Company executed and delivered an Officers Certificate pursuant to Section 301 of the Indenture, dated September 11, 2008, to provide for the issuance of the Companys 6.750% Debentures due January 15, 2019 (the 2019 Notes);
WHEREAS, the Company executed and delivered an Officers Certificate pursuant to Section 301 of the Indenture, dated December 20, 2010, to provide for the issuance of the Companys 6.125% Debentures due January 15, 2041 (the 2041 Notes);
WHEREAS, the Company executed and delivered an Officers Certificate pursuant to Section 301 of the Indenture, dated October 1, 2012, to provide for the issuance of the Companys 3.150% Debentures due October 1, 2022 (the 2022 Notes);
WHEREAS, the Company executed and delivered an Officers Certificate pursuant to Section 301 of the Indenture, dated May 31, 2013, to provide for the issuance of the Companys 3.500% Debentures due June 1, 2023 (the 2023 Notes) and the Companys 4.900% Debentures due June 1, 2043 (the 2043 Notes);
WHEREAS, the Company executed and delivered an Officers Certificate pursuant to Section 301 of the Indenture, dated November 18, 2014, to provide for the issuance of the Companys 5.250% Debentures due January 15, 2045 (the 2045 Notes);
WHEREAS, the Company executed and delivered an Officers Certificate pursuant to Section 301 of the Indenture, dated March 2, 2015, to provide for the issuance of the Companys 3.375% Debentures due March 15, 2025 (the 2025 Notes) and the Companys 4.125% Debentures due March 15, 2035 (the 2035 Notes and, together with the 2036 Notes, the 2019 Notes, the 2041 Notes, the 2022 Notes, the 2023 Notes, the 2043 Notes, the 2045 Notes, and the 2025 Notes, the Notes);
WHEREAS, Section 902 of the Indenture provides that the Indenture may be amended with the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities of all series affected by such supplemental indenture (voting as a single class) (the Requisite Consents), subject to certain exceptions specified in Section 902 of the Indenture;
WHEREAS, Nutrien Ltd., a corporation organized under the Canada Business Corporations Act (Nutrien) and the parent of the Company, has solicited consents (the Consent Solicitation) from Holders of the Notes to certain proposed amendments to the Indenture as set forth herein (the Proposed Amendments), pursuant to the terms of the short-form base shelf prospectus included in Nutriens Registration Statement on Form F-10, initially as filed with the U.S. Securities and Exchange Commission (the SEC) on February 27, 2018 (the Base Prospectus), as amended and supplemented by the prospectus supplement filed with the SEC on March 12, 2018 (the Prospectus Supplement and, together with the Base Prospectus, the Prospectus);
WHEREAS, pursuant to the Consent Solicitation, the Requisite Consents for the adoption of the Proposed Amendments have been obtained, and this Third Supplemental Indenture complies with the requirements of ARTICLE NINE of the Indenture and is authorized and permitted by the Indenture, all as certified by an Officers Certificate and an Opinion of Counsel delivered to the Trustee simultaneously with the execution and delivery of this Third Supplemental Indenture;
WHEREAS, the Company desires and has requested the Trustee to join with it in entering into this Third Supplemental Indenture for the purpose of amending the Indenture to adopt the Proposed Amendments as permitted by Section 902 of the Indenture; and
WHEREAS, the execution and delivery of this Third Supplemental Indenture has been authorized by a Board Resolution.
NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:
SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.
SECTION 2. Proposed Amendments. Subject to Section 5 below, the Indenture is hereby amended by deleting the following sections of the Indenture in their entirety:
Clauses (4), (5), (6) and (7) of Section 501 of the Indenture | (relating to covenant or warranty breaches, defaults related to certain bankruptcy events and judgments, payment default and cross-default of other indebtednessEvents of Default) | |||
Article EIGHT of the Indenture | (Consolidation, Merger, Sale, Lease or Conveyance) | |||
Section 1004 of the Indenture | (Statement as to Compliance) | |||
Section 1005 of the Indenture | (Payment of Taxes and Other Claims) | |||
Section 1006 of the Indenture | (Maintenance of Properties) | |||
Section 1008 of the Indenture | (Limitation on Liens) | |||
Section 1009 of the Indenture | (Limitation on Sale/Leaseback Transactions) | |||
Section 1010 of the Indenture | (Provision of Financial Information) | |||
Clauses (2), (3), (4), (8) and (10) of Section 1404 of the Indenture | (specifying certain conditions to legal defeasanceConditions to Defeasance or Covenant Defeasance) |
Further, the provisions of the series of the Notes that provide for an offer to repurchase such notes upon a Change of Control Triggering Event (as such term is defined in such Notes) are hereby amended by deleting such provisions in their entirety.
- 2 -
Any and all references to any Sections or Articles of the Indenture or Notes which are deleted by any Section of this Third Supplemental Indenture and any and all obligations thereunder related solely to such deleted Sections or Articles throughout the Indenture or Notes are of no further force or effect. Any and all terms defined in the Indenture or Notes which are used in any Sections or Articles of the Indenture or Notes which are deleted by any Section of this Third Supplemental Indenture and which are not otherwise used in any other Section or Article of the Indenture or Notes not affected by this Third Supplemental Indenture are hereby deleted. By consenting to the Proposed Amendments, each Holder of the Notes will be deemed to have waived any default, event of default or other consequence under the Indenture for failure to comply with the terms of the provisions identified in this Section 2 (whether before or after the date hereof).
SECTION 3. Severability. In case any provision in this Third Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 4. Successors. All agreements by the parties in this Third Supplemental Indenture shall bind their respective successors.
SECTION 5. Effectiveness. This Third Supplemental Indenture shall become effective upon execution by all parties hereto. Proposed Amendments shall become effective on the Settlement Date (as defined in the Prospectus).
SECTION 6. Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that the provisions of Section 2 of this Third Supplemental Indenture become effective may be affixed to, stamped, imprinted or otherwise legended by the Trustee, with a notation as follows:
Effective as of [ ], 201[8], substantially all of the restrictive covenants in the Indenture have been eliminated and certain other provisions have been eliminated or modified, as provided in the Third Supplemental Indenture, dated as of [ ], 201[8]. Reference is hereby made to said Third Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.
SECTION 7. Ratification of Indenture; Third Supplemental Indenture Part of Indenture. This Third Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Subject to Section 112 of the Indenture, in the case of conflict between the Indenture and this Third Supplemental Indenture, the provisions of this Third Supplemental Indenture shall control.
SECTION 8. Governing Law. THIS THIRD SUPPLEMENTAL INDENTURE SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
SECTION 9. Counterparts. This Third Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original and such counterparts shall together constitute but one and the same instrument.
- 3 -
SECTION 10. Effect of Headings. The Section headings herein have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.
SECTION 11. Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Third Supplemental Indenture. The Trustee enters into this Third Supplemental Indenture to give effect to the commercial agreement reached between the Company and the Holders, and strictly on the basis of Holder consent, authorization and direction, as evidenced by the consents obtained under Section 902 of the Indenture. The Company hereby reaffirms its obligations under the Indenture to indemnify and hold harmless the Trustee as required under ARTICLE SIX of the Indenture, including under Section 615 of the Indenture, and in particular (but not limited to) against any loss, liability or expense incurred without negligence or bad faith on the Trustees part arising out of or in connection with the acceptance or administration of the trust or trusts created under this Third Supplemental Indenture (all to the extent set forth in ARTICLE SIX of the Indenture). This indemnity shall survive the final payment in full of the Notes and the resignation or removal of the Trustee solely to the extent expressly provided in ARTICLE SIX of the Indenture.
[The rest of this page has been intentionally left blank]
- 4 -
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the day and year written above.
AGRIUM INC. | ||
By: |
| |
Name: | [Name] | |
Title: | [Title] | |
By: |
| |
Name: | [Name] | |
Title: | [Title] | |
THE BANK OF NEW YORK MELLON, as Trustee | ||
By: |
| |
Name: | [Name] | |
Title: | [Title] |