Nutrien Prices Offering of an Aggregate of US$1.0 Billion of 2-Year and 7-Year Senior Notes

Rhea-AI Summary

Nutrien (TSX and NYSE: NTR) has announced the pricing of two senior notes offerings totaling US$1.0 billion. The offering consists of:

• US$400 million of 4.500% senior notes due March 12, 2027
• US$600 million of 5.250% senior notes due March 12, 2032

The offering is expected to close around March 13, 2025. The proceeds will be used to repay existing debt, including US$500 million of 3.000% senior notes maturing April 1, 2025, and US$500 million of 5.950% senior notes maturing November 7, 2025. The new notes will be unsecured and rank equally with existing senior unsecured debt. The joint book-running managers are Barclays Capital, BMO Capital Markets, Citigroup Global Markets, and TD Securities.

Positive

• Successful US$1.0B debt refinancing maintains strong liquidity position
• New debt structure extends maturity profile with 2-year and 7-year notes
• Lower interest rate (5.950% to 5.250%) on portion of refinanced debt

Negative

• Higher interest rate on portion of refinanced debt (3.000% to 4.500%)
• Maintains substantial debt level with no reduction in total debt

SASKATOON, Saskatchewan--(BUSINESS WIRE)-- Nutrien Ltd. (TSX and NYSE: NTR) today announced the pricing of US$400 million aggregate principal amount of 4.500 percent senior notes due March 12, 2027 and US$600 million aggregate principal amount of 5.250 percent senior notes due March 12, 2032 (together, the “senior notes”). The offering is expected to close on or about March 13, 2025, subject to customary closing conditions.

Nutrien intends to use the net proceeds from this offering to repay its US$500 million aggregate principal amount of 3.000% senior notes upon their maturity on April 1, 2025 and its US$500 million aggregate principal amount of 5.950% senior notes upon their maturity on November 7, 2025, pending which such proceeds may be used to reduce outstanding indebtedness under its short-term credit facilities, to finance working capital and for general corporate purposes. The senior notes will be unsecured and rank equally with Nutrien’s existing senior unsecured debt. The joint book-running managers for the offering are Barclays Capital Inc., BMO Capital Markets Corp., Citigroup Global Markets Inc., and TD Securities (USA) LLC.

The offering will be made by way of a prospectus supplement dated March 11, 2025, to Nutrien’s short form base shelf prospectus dated March 22, 2024, filed with the securities regulatory authorities in each of the provinces of Canada, which forms a part of and is included in Nutrien’s registration statement on Form F-10, filed in the United States with the Securities and Exchange Commission (the “SEC”) under the multijurisdictional disclosure system in Canada and the United States. The senior notes will not be offered in Canada or to any resident of Canada. A final prospectus supplement in respect of the offering of the senior notes will be filed with the same regulatory authorities in Canada and the SEC.

About Nutrien

Nutrien is a leading global provider of crop inputs and services. We operate a world-class network of production, distribution and ag retail facilities that positions us to efficiently serve the needs of growers. We focus on creating long-term value by prioritizing investments that strengthen the advantages of our business across the ag value chain and by maintaining access to the resources and the relationships with stakeholders needed to achieve our goals.

Advisory

The senior notes are being offered in the United States pursuant to an effective registration statement (including a base shelf prospectus) filed with the SEC. Nutrien has filed a preliminary prospectus supplement related to the offering of the senior notes. Before you invest, you should read the preliminary prospectus supplement, the accompanying base shelf prospectus and other documents that are incorporated by reference therein for more complete information about Nutrien and this offering.

The preliminary prospectus supplement and the accompanying base shelf prospectus are available for free on the SEC website at www.sec.gov. Alternatively, the documents may be obtained by contacting Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 by email at barclaysprospectus@broadridge.com or by telephone at 1-888-603-5847; BMO Capital Markets Corp., 151 West 42^nd Street, New York, NY 10036, Attention: Legal Department, by telephone at 1-866-864-7760; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at prospectus@citi.com or by telephone at 1-800-831-9146 and TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, by telephone at 1-855-495-9846.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the senior notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

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 often accompanied by words such as “should”, “could”, “expect”, “may”, “anticipate”, “forecast”, “believe”, “intend”, “estimate”, “plan” 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, forecasts and statements as to management’s expectations with respect to, among other things, the intended use of proceeds of the offering and the timing of closing of the offering. Such forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond our control, as well as various assumptions and business sensitivities, including those risk factors referred to in the preliminary prospectus supplement referenced in this press release and those referred to under the heading “Risk Factors” in Nutrien’s annual information form for the year ended December 31, 2024 and under the heading “Key Enterprise Risks” in Nutrien’s management’s discussion and analysis for the year ended December 31, 2024, which may cause actual results, performance or achievements of Nutrien, which includes the offering being delayed or not completed, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. 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 Canadian securities legislation or applicable U.S. federal securities law. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate in the circumstances. All of the forward-looking statements contained herein are qualified by these cautionary statements and by the assumptions that are stated or inherent in such forward-looking statements. Although we believe these assumptions are reasonable, undue reliance should not be placed on these assumptions and such forward-looking statements.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250311199803/en/

FOR FURTHER INFORMATION:



Jeff Holzman

Vice President, Investor Relations

(306) 933-8545

Source: Nutrien Ltd.

FAQ

What is the total value of Nutrien's (NTR) new senior notes offering in 2025?

Nutrien's new senior notes offering totals US$1.0 billion, split between US$400 million 2-year notes and US$600 million 7-year notes.

What are the interest rates for Nutrien's (NTR) new senior notes?

The 2-year notes due 2027 carry a 4.500% interest rate, while the 7-year notes due 2032 carry a 5.250% interest rate.

How will Nutrien (NTR) use the proceeds from its 2025 senior notes offering?

The proceeds will repay two maturing notes: US$500M of 3.000% notes due April 2025 and US$500M of 5.950% notes due November 2025.

When will Nutrien's (NTR) new senior notes offering close?

The senior notes offering is expected to close on or about March 13, 2025, subject to customary closing conditions.