Item 8.01 Other Events.
Underwriting Agreement
On November 4, 2021, The Mosaic Company (the "Company") entered into an
Underwriting Agreement by and among The Company, Vale S.A. and Vale Fertilizer
Netherlands B.V. (the "Selling Stockholders") and Morgan Stanley & Co. LLC (the
"Underwriter"), relating to an underwritten offering (the "Offering") of
34,176,574 shares (the "Shares") of the Company's common stock, par value $0.01
per share (the "Common Stock"), pursuant to the Company's Registration Statement
on Form S-3 (File No. 333-260777), filed on November 4, 2021. The Offering was
completed on November 9, 2021. Pursuant to the Underwriting Agreement, the
Underwriter purchased the Shares at a price of $36.84 per share. The Offering
also included the Company's repurchase of 8,544,144 shares out of the 34,176,574
shares of Common Stock subject to the Offering from the Underwriter at a price
per share equal to the price at which the Underwriter purchased the shares from
the Selling Stockholders in the Offering, for an aggregate purchase price of
approximately $314.8 million, which was pursuant to the Company's recently
announced $1 billion share repurchase authorization. The closing of the share
repurchase occurred substantially concurrently with closing of the Offering. The
Company did not receive any proceeds from the Offering.
The description of the Underwriting Agreement is qualified in its entirety by
the terms of such agreement, which is incorporated herein by reference and
attached to this report as Exhibit 1.1.
Vale Directors
In accordance with the Investor Agreement, dated as of January 8, 2018, by and
among the Company and the Selling Stockholders (the "Investor Agreement"), the
Selling Stockholders designated Oscar P. Bernardes and Luciano Siani Pires for
nomination as directors on the Company's board of directors (the "Board").
Messrs. Bernardes and Siani Pires have served on the Board since 2018.
After the completion of the Offering, the Selling Stockholders no longer
beneficially own any Shares, and as a result the Selling Stockholders no longer
have the right to designate directors under the Investor Agreement. Pursuant to
the Investor Agreement, Messrs. Bernardes and Siani Pires offered their
resignations from the Board. However, the Board rejected such resignations, and
Messrs. Bernardes and Siani Pires will remain on the Board.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
Exhibit
No. Description
1.1 Underwriting Agreement, dated as of November 4, 2021, by and among
The Mosaic Company, the selling stockholders named in Schedule A
thereto and Morgan Stanley & Co. LLC
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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