Filed Pursuant to Rule 433
Registration No. 333-260777
December 4, 2023
Relating to Preliminary Prospectus Supplement
dated December 4, 2023
THE MOSAIC COMPANY
Pricing Term Sheet
$400,000,000 5.375% Senior Notes due 2028
This pricing term sheet (this “pricing term sheet”) is qualified in its entirety by reference to the preliminary prospectus supplement, dated December 4, 2023 (the “preliminary prospectus supplement”), and the related base prospectus, dated November 4, 2021 (the “base prospectus” and, together with the preliminary prospectus supplement, including the documents incorporated by reference in the preliminary prospectus supplement and the base prospectus, the “prospectus”), of The Mosaic Company. The information in this pricing term sheet supplements the preliminary prospectus supplement and updates and supersedes the information in the preliminary prospectus supplement to the extent it is inconsistent with the information in the preliminary prospectus supplement. Capitalized terms used and not defined herein have the meanings assigned in the prospectus.
| Issuer: | The Mosaic Company | |
| Ratings (Moody’s/S&P/Fitch)*: | Baa2 / BBB / BBB | |
| Security Type: | Senior Unsecured Notes | |
| Offering Format: | SEC Registered | |
| Pricing Date: | December 4, 2023 | |
| Settlement Date (T+3)**: | December 7, 2023 | |
| Maturity Date: | November 15, 2028 | |
| Interest Payment Dates: | May 15 and November 15, beginning May 15, 2024 | |
| Principal Amount: | $400,000,000 | |
| Benchmark: | 4.375% Notes due November 30, 2028 | |
| Benchmark Price / Yield: | 100-19+ / 4.238% | |
| Spread to Benchmark: | + 115 bps | |
| Yield to Maturity: | 5.388% | |
| Coupon: | 5.375% | |
| Public Offering Price: | 99.948% | |
| Optional Redemption: | ||
| Make-Whole Call: |
At any time prior to October 15, 2028, at the greater of (i) 100% or (ii) a make-whole price calculated using a discount rate of Treasury plus 20 basis points | |
| Par Call: |
At any time on or after October 15, 2028 | |
| CUSIP / ISIN: | 61945C AH6 / US61945CAH60 | |
| Denominations: | $2,000 x $1,000 | |
| Net Proceeds (Before Expenses): | $397,392,000 | |
| Active Joint Book-Running Managers: | BofA Securities, Inc. Barclays Capital Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC | |
| Passive Joint Book-Running Managers: | BMO Capital Markets Corp. BNP Paribas Securities Corp. Goldman Sachs & Co. LLC MUFG Securities Americas Inc. PNC Capital Markets LLC Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | |
| Co-Managers: | Banco Bradesco BBI S.A. Rabo Securities USA, Inc. SMBC Nikko Securities America, Inc. TD Securities (USA) LLC | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. |
| ** | The Issuer expects to deliver the notes against payment for the notes on or about December 7, 2023, which will be the third business day following the date of the pricing of the notes, or “T+3”. Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing will be required, by virtue of the fact that the notes initially will settle T+3, to specify alternative settlement arrangements at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date of pricing should consult their advisors. |
The Issuer has filed a Registration Statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the Securities and Exchange Commission for more complete information about the Issuer and this Offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. toll-free at (800) 294-1322, Barclays Capital Inc. toll-free at (888) 603-5847, Citigroup Global Markets Inc. toll-free at (800) 831-9146 or J.P. Morgan Securities LLC collect at (212) 834-4533.
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