Benzinga | Nov 5, 2021 09:45AM EDT

Mosaic Prices Offering Of ~34.2M Shares Via Vale, Affiliate For Proceeds To Selling Shareholders Of $1.26B

The Mosaic Company (NYSE:MOS) ("Mosaic") today announced the pricing of the previously announced underwritten secondary offering by Vale S.A. and its affiliate (together, the "Selling Stockholder") of 34,176,574 shares of common stock of Mosaic pursuant to a registration statement filed by Mosaic with the U.S. Securities and Exchange Commission (the "SEC"). The total net proceeds to the Selling Stockholder before expenses were approximately $1.26 billion. The 34,176,574 shares represent all of the shares of common stock of Mosaic owned by the Selling Stockholder. No shares are being sold by Mosaic. The Selling Stockholder will receive all of the proceeds from this offering. The offering is expected to close on November 9, 2021, subject to customary closing conditions.

In addition, Mosaic announced that, subject to the completion of the offering, it has agreed to repurchase from the underwriter, out of the 34,176,574 shares of common stock that are the subject of the offering, 8,544,144 shares of common stock, or 25%, at a price per share equal to the price at which the underwriter will purchase the shares from the Selling Stockholder in the offering. The closing of the share repurchase is conditioned on, and expected to occur simultaneously with, the closing of the offering, subject to the satisfaction of other customary conditions. The offering is not conditioned upon the completion of the share repurchase.

Morgan Stanley is acting as the underwriter for the offering.

A registration statement relating to these securities has been filed with the SEC and has become effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering of these securities will be made only by means of a prospectus supplement and accompanying prospectus. Copies of the preliminary prospectus supplement and accompanying prospectus for the offering may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014. You may also obtain these and the other documents referred to above for free by visiting the SEC's website at www.sec.gov.