PLYMOUTH and MINNEAPOLIS, MINNESOTA - The Mosaic Company and Cargill, Incorporated jointly announced the closing of Mosaic's previously announced recapitalization and split-off from Cargill. As a result of the transaction, Cargill distributed its entire 64 percent stake in Mosaic, approximately 286 million shares, to Cargill's shareholders and debt holders.
Cargill distributed approximately 178 million Mosaic shares to Cargill shareholders in a split-off and exchanged its remaining 107.5 million Mosaic shares with Cargill debt holders. As a result of the recapitalization and split-off, Mosaic will no longer be a majority-owned company.
Mosaic also announced the completion of the previously announced secondary offering of 115 million shares of its common stock, including 15 million shares pursuant to the exercise of the underwriters' over-allotment option in its entirety. These 115 million shares included 7.5 million shares distributed to Cargill shareholders in the split-off and 107.5 million shares exchanged with Cargill debt holders. Mosaic did not receive any proceeds from the offering. Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and UBS Securities LLC served as the joint book-running managers for the offering.
Jim Prokopanko, Mosaic's president and chief executive officer, said, "Closing this transaction gives us more of a free hand to create long-term value for Mosaic shareholders. This increased flexibility will allow us to grow as an independent company and pursue our strategic and financial goals against the backdrop of robust industry dynamics."
Greg Page, Cargill's chairman and chief executive officer, said, "Mosaic has been a landmark investment for Cargill. Although our company will no longer be a shareholder of Mosaic, we will continue to be a Mosaic customer. We look forward to continuing our strong commercial relationship with Mosaic."
Immediately prior to the closing of the transaction, all of Mosaic's shares were recapitalized into three classes of stock: Common Stock, Class A common stock and Class B common stock, all of which have the same economic rights. The Common Stock and Class A common stock have one vote per share on all matters, whereas the Class B common stock has the right to cast 10 votes per share solely for the election of directors and one vote per share on all other matters. The shares of Class A common stock and the Class B common stock, all of which were held by Cargill immediately following the recapitalization and were distributed to Cargill shareholders in the split-off, are subject to transferability restrictions and will not be publicly traded. The Common Stock, which will continue to trade under the ticker symbol "MOS," is not subject to restrictions on transferability.
All Mosaic shareholders, not including Cargill, received one share of Common Stock in the recapitalization, representing the same economic value as their previously held share of Mosaic common stock. Cargill's 286 million shares of common stock were recapitalized into the 115 million shares of Common Stock sold in the secondary offering, 58 million shares of Class A common stock and 113 million shares of Class B common stock. As a result of completing this transaction, Cargill no longer holds any ownership position in Mosaic.