UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 |
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) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE MOSAIC COMPANY | ||||||
| Date: November 9, 2021 | By: | /s/ Mark J. Isaacson | ||||
| Name: | Mark J. Isaacson | |||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||