The Full Tender Offer Consideration for each $1,000 principal amount of the Notes was determined in the manner described in the Offer to Purchase by reference to the fixed spread set forth in the table above plus the yield to maturity of the U.S. Treasury reference security (the “UST Reference Security”) set forth in the table above on the bid-side price of such UST Reference Security as of 11:00 a.m., New York City time, on the date hereof.
Pursuant to the terms of the Offer, following the Expiration Time (as defined below), the Company will accept for purchase Notes that have been validly tendered and not validly withdrawn up to the Tender Cap and in accordance with the Acceptance Priority Levels set forth in the table above and subject to proration as described in the Offer to Purchase. Because the tender offer was fully subscribed as of the Early Tender Time, the Company expects that it will not accept for purchase all of the Nutrien 5.250% Senior Notes due 2045 or any Notes in acceptance priority levels 8 through 11 as set forth in the Offer to Purchase. Further, no Notes of any series tendered after the Early Tender Time (regardless of acceptance priority level) will be accepted for purchase, as described in the Offer to Purchase.
As set forth in the Offer to Purchase, subject to the Tender Cap, Acceptance Priority Levels and proration, holders who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Time are eligible to receive the Full Tender Offer Consideration, which includes the Early Tender Payment. In addition, holders that validly tendered Notes that are accepted for purchase by the Company will receive accrued and unpaid interest from, and including, the last interest payment date for their tendered Notes to, but not including, the Settlement Date (which is currently expected to be December 16, 2021), rounded to the nearest cent (“Accrued Interest”).
The Withdrawal Deadline for the Offer was 5:00 p.m., New York City time, on November 30, 2021, and has not been extended for any series of Notes. The Offer will expire at 11:59 p.m., New York City time, on December 14, 2021, unless extended or earlier terminated by the Company (such date and time with respect to the Offer, as the same may be extended or earlier terminated, with respect to any or all series, the “Expiration Time”).
Capitalized terms used in this press release and not defined herein have the meanings given to them in the Offer to Purchase.
BMO Capital Markets Corp. and Wells Fargo Securities, LLC are acting as joint dealer managers for the Offer. For additional information regarding the terms of the Offer, please contact: BMO Capital Markets Corp. toll-free at (833) 418-0762 or collect at (212) 702-1840 or Wells Fargo Securities, LLC toll-free at (866) 309-6316 or collect at (704) 410-4756. Requests for the Offer to Purchase may be directed to D.F. King & Co., Inc., which is acting as the Tender Agent and Information Agent for the Offer, at +1(800) 676-7437 (toll-free) or by email at nutrien@dfking.com. The Offer to Purchase can be accessed at the following web address: www.dfking.com/nutrien.
Advisory
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE NOTES. THE OFFER IS BEING MADE SOLELY PURSUANT TO THE OFFER TO PURCHASE, WHICH SETS FORTH THE COMPLETE TERMS OF THE OFFER THAT HOLDERS OF THE NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.
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