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5.875% Notes due 2036 | | PotashCorp | | 73755L AD9/ US73755LAD91 | | $18,848,000 | | 8 | | $2,499,000 | | $0 | | — |
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5.875% Senior Notes due 2036 | | Nutrien | | 67077M AF5/ US67077MAF59 | | $481,152,000 | | 9 | | $117,647,000 | | $0 | | — |
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5.625% Notes due 2040 | | PotashCorp | | 73755L AK3/ US73755LAK35 | | $47,927,000 | | 10 | | $7,510,000 | | $0 | | — |
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5.625% Senior Notes due 2040 | | Nutrien | | 67077M AG3/ US67077MAG33 | | $452,073,000 | | 11 | | $139,744,000 | | $0 | | — |
(1) The final proration factors have been rounded to the nearest tenth of a percentage point for presentation purposes. Proration factors are only provided where notes of a series were accepted for purchase.
The amount of each series of Notes purchased was determined under the terms and conditions set forth in the offer to purchase, dated November 16, 2021 (the “Offer to Purchase”), 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 did not accept for purchase all of the Nutrien 5.250% Senior Notes due 2045 that were validly tendered and not validly withdrawn or any Notes in acceptance priority levels 8 through 11 as set forth in the table above. Further, no Notes of any series tendered after the Early Tender Time (regardless of acceptance priority level) were accepted for purchase, as described in the Offer to Purchase.
The Early Tender Time and the Withdrawal Deadline for the Offer was 5:00 p.m., New York City time, on November 30, 2021, and the Offer expired at 11:59 p.m., New York City time, on December 14, 2021. The consideration for the Notes accepted for purchase, as calculated by the Joint Dealer Managers and announced on December 1, 2021, plus accrued and unpaid interest, was paid today, December 16, 2021. Notes that have been tendered but not accepted will be promptly returned to the tendering parties.
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 acted 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.
The Redemptions
Nutrien also announced that on December 16, 2021, Nutrien, Agrium and PotashCorp, as applicable, settled the redemptions of the entire outstanding aggregate principal amounts of their respective debt securities listed in the table below (the “Redemption Notes”) at the applicable make-whole price listed in the table below, plus interest, to the redemption date, in each case as outlined in the respective indenture and notes.
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Title of Security | | Issuer | | CUSIP / ISIN Numbers | | Principal Amount Outstanding | | Redemption Price (1) |
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3.500% Senior Notes due 2023 | | Nutrien | | 67077M AK4 / US67077MAK45 | | $492,071,000 | | $1,039.91 |