Potash Corporation of Saskatchewan Inc. (TSE:POT) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
| Item8.01 | Other Events |
On December1, 2016, Potash Corporation of Saskatchewan Inc.
(PotashCorp) entered into a terms agreement (including the
underwriting agreement attached thereto as Exhibit I,
collectively, the Terms Agreement) with Morgan Stanley Co. LLC,
as lead underwriter of the several underwriters named therein,
under which PotashCorp agreed to issue and sell to the several
underwriters $500,000,000 aggregate principal amount of
PotashCorps 4.000% Notes due December15, 2026 (the Notes). The
issuance of the Notes and payment therefor occurred on December6,
2016. The foregoing disclosure is qualified in its entirety by
reference to the Terms Agreement, which is attached hereto as
Exhibit 1(a) and incorporated herein by reference.
The Notes were issued under the Indenture, dated as of
February27, 2003, by and between PotashCorp and U.S. Bank
National Association, as successor to The Bank of Nova Scotia
Trust Company of New York, as trustee. The Indenture is filed as
Exhibit 4(c) to PotashCorps Annual Report on Form 10-K for the
fiscal year ended December31, 2002 and incorporated herein by
reference. The terms of the Notes are set forth in the form of
4.000% Notes due December15, 2026, attached hereto as Exhibit
4(a) and incorporated herein by reference.
In addition, in connection with the public offering of the Notes,
PotashCorp is filing the items listed below as exhibits to this
Current Report on Form 8-K for the purpose of incorporating such
items as exhibits in its Registration Statement on Form S-3 (File
No.333-212301). The items filed as exhibits to this Current
Report on Form 8-K are hereby incorporated into such Registration
Statement by reference.
| Item9.01 | Financial Statements and Exhibits |
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ExhibitNumber |
Exhibit Description |
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| 1(a) |
Terms Agreement, dated December 1, 2016, among Potash Corporation of Saskatchewan Inc. and the underwriters named therein. |
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| 4(a) | Form of 4.000% Notes due December 15, 2026. | |
| 4(b) |
Indenture, dated as of February 27, 2003, between Potash Corporation of Saskatchewan Inc. and U.S. Bank National Association, as successor to The Bank of Nova Scotia Trust Company of New York, incorporated by reference to exhibit 4(c) to the registrants Annual Report on Form 10-K for the year ended December 31, 2002. |
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| 5(a) |
Opinion of Stikeman Elliott LLP regarding the legality of certain securities. |
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| 5(b) |
Opinion of Jones Day regarding the legality of certain securities. |
|
| 8(a) |
Opinion of Davies Ward Phillips Vineberg LLP regarding Canadian tax matters. |
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| 8(b) | Opinion of Jones Day regarding United States tax matters. | |
| 23(a) |
Consent of Stikeman Elliott LLP (included in Exhibit 5(a) hereof). |
|
| 23(b) |
Consent of Jones Day (included in Exhibits 5(b) and 8(b) hereof). |
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| 23(c) |
Consent of Davies Ward Phillips Vineberg LLP (included in Exhibit 8(a) hereof). |
About Potash Corporation of Saskatchewan Inc. (TSE:POT)
Potash Corporation of Saskatchewan Inc. is a fertilizer producer producing various primary crop nutrients, such as potash, nitrogen and phosphate. The Company operates through three segments: potash, nitrogen and phosphate. It owns and operates approximately five potash operations in Saskatchewan and one in New Brunswick. Its nitrogen operations involve the production of nitrogen fertilizers and nitrogen feed and industrial products, including ammonia, urea, nitrogen solutions, ammonium nitrate and nitric acid. It has nitrogen facilities in Georgia, Louisiana, Ohio and Trinidad. Its phosphate operations include the manufacture and sale of solid and liquid phosphate fertilizers, phosphate feed and industrial acid that is used in food products and industrial processes. It has phosphate mines and mineral processing plant complexes in Florida and North Carolina. It has over four phosphate feed plants in the United States and produce phosphoric acid at its Geismar, Louisiana facility. Potash Corporation of Saskatchewan Inc. (TSE:POT) Recent Trading Information
Potash Corporation of Saskatchewan Inc. (TSE:POT) closed its last trading session up +0.29 at 24.87 with 2,348,781 shares trading hands.
