8-K
Mosaic Co (MOS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2022
THE MOSAIC COMPANY
(Exact name of registrant as specified in its charter)
| DE | 001-32327 | 20-1026454 | ||||
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| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) | 101 East Kennedy Blvd. | 33602 | ||
| --- | --- | --- | ||||
| Suite 2500 | ||||||
| Tampa, | FL | |||||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 918-8270
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| Securities registered pursuant to Section 12(b) of the Act | ||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value 0.01 per share | MOS | NYSE |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. | ||
| ☐ | ||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ |
All values are in US Dollars.
| Item 8.01. | Other Events. |
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On February 24, 2022, The Mosaic Company (the "Company") issued a press release announcing that it has entered into an accelerated share repurchase ("ASR") agreement with Goldman Sachs & Co. LLC ("Goldman Sachs") to repurchase $400 million of the Company's common stock. The ASR agreement was entered into pursuant to the Company's current share repurchase authorization.
A copy of the Company’s press release entitled "Mosaic Announces $400 Million Accelerated Share Repurchase Program" is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
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(d) Exhibits.
| Exhibit No. | Description |
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| 99.1 | Press release issued by The Mosaic Company on February 24, 2022 |
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 | ||
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| Date: February 24, 2022 | By: | /s/ Mark J. Isaacson |
| Name: | Mark J. Isaacson | |
| Title: | Senior Vice President, General Counsel | |
| and Corporate Secretary |
Document
| The Mosaic Company<br><br>101 E. Kennedy Blvd., Suite 2500<br><br>Tampa, FL 33602<br><br>www.mosaicco.com |
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MOSAIC ANNOUNCES $400 MILLION ACCELERATED SHARE REPURCHASE PROGRAM
Tampa, FL, February 24, 2022 - The Mosaic Company (NYSE: MOS) today announced that it has entered into an accelerated share repurchase (“ASR”) agreement with Goldman Sachs & Co. LLC (“Goldman Sachs”) to repurchase $400 million of Mosaic’s common stock.
Under the ASR agreement, Mosaic will make a payment of $400 million to Goldman Sachs and will receive an initial delivery of approximately 7.1 million shares of Mosaic’s common stock on February 28, 2022. This represents 80% of the estimated total number of shares expected to be delivered upon completion of the ASR and is based on today's closing price of $45.35. The final number of shares to be repurchased will be based on the volume-weighted average price during the term of the ASR, less a discount and subject to adjustments pursuant to the terms of the ASR. The final settlement of the ASR is expected to be completed in the second quarter of 2022.
About The Mosaic Company
The Mosaic Company is one of the world's leading producers and marketers of concentrated phosphate and potash crop nutrients. Mosaic is a single-source provider of phosphate and potash fertilizers and feed ingredients for the global agriculture industry. More information on the company is available at www.mosaicco.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information set forth in this communication contains forward-looking statements that involve a number of risks and uncertainties. The Mosaic Company cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. These statements include, but are not limited to, statements about the expected completion date of the ASR and the number of shares of common stock that will be initially delivered to The Mosaic Company under the ASR. Forward-looking statements involve a number of risks, uncertainties or other factors beyond The Mosaic Company’s control. These factors include, but are not limited to, The Mosaic Company’s ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors detailed in The Mosaic Company’s filings with the U.S. Securities and Exchange Commission, including its annual reports on Form 10-K and quarterly reports on Form 10-Q which are available on the SEC’s website at www.sec.gov. The Mosaic Company undertakes no
obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
Contacts:
The Mosaic Company
Investors:
Paul Massoud, 813-775-4260
paul.massoud@mosaicco.com
Media:
Ben Pratt, 813-775-4206
benjamin.pratt@mosaicco.com