MOSAIC CO - FORM 8-K - November 13, 2017

Attached files

file filename
EX-1.1 - EXHIBIT 1.1 - UNDERWRITING AGREEMENT DATED NOVEMBER 8, 2017 - MOSAIC COexhibit11mos-underwritinga.htm
EX-5.1 - EXHIBIT 5.1 - OPINION AND CONSENT OF MARK J. ISAACSON, ESQ. - MOSAIC COexhibit51-opinionnov2017.htm
EX-4.2 - EXHIBIT 4.2 - FORM OF 4.050% SENIOR NOTES DUE 2027 - MOSAIC COexhibit42-formof4050senior.htm
EX-4.1 - EXHIBIT 4.1 - FORM OF 3.250% SENIOR NOTES DUE 2022 - MOSAIC COexhibit41-formof3250senior.htm


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 2017
 
 
THE MOSAIC COMPANY
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware
 
001-32327
 
20-1026454
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
3033 Campus Drive
Suite E490
Plymouth, Minnesota
 
55441
 
 
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (800) 918-8270
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 





Item 8.01.
Other Events.
On November 13, 2017, The Mosaic Company (the “Company”) closed its sale of $550,000,000 aggregate principal amount of the Company’s 3.250% senior notes due 2022 (the “2022 Notes”) and $700,000,000 aggregate principal amount of the Company’s 4.050% senior notes due 2027 (the “2027 Notes” and, together with the 2022 Notes, the “Offered Securities”) pursuant to an Underwriting Agreement dated November 8, 2017, among the Company and BNP Paribas Securities Corp., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named in Schedule A thereto (the “Underwriting Agreement”). The Offered Securities were issued pursuant to an Indenture dated as of October 24, 2011 between the Company and U.S. Bank National Association, as trustee (the “Indenture”).
The Company expects to receive net proceeds from this offering of approximately $1.239 billion, after deducting the underwriting discounts and commissions and its estimated offering expenses. The Company intends to use the proceeds from this offering, together with cash on hand, to fund the cash portion of the purchase price of its pending acquisition of Vale S.A.’s global phosphate and potash operations conducted through Vale Fertilizantes S.A., including the payment of related fees and expenses.
The Offered Securities sold pursuant to the Underwriting Agreement were registered under the Company’s Registration Statement on Form S-3 filed on February 17, 2017 (File No. 333-216133).
The foregoing descriptions of the Underwriting Agreement, the 2022 Notes and the 2027 Notes are qualified in their entirety by reference to Exhibits 1.1, 4.1 and 4.2, respectively, attached to this Current Report on Form 8-K and incorporated herein by reference. The Indenture is set forth as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 24, 2011, and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
 
Reference is made to the Exhibit Index hereto with respect to the exhibits filed herewith.





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
THE MOSAIC COMPANY
 
 
 
 
Date: November 13, 2017
 
 
 
By:
 
/s/ Mark J. Isaacson
 
 
 
 
Name:
 
Mark J. Isaacson
 
 
 
 
Title:
 
Senior Vice President, General Counsel
 
 
 
 
 
 
and Corporate Secretary





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