6-K
Nutrien Ltd. (NTR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report ofForeign Private Issuer
Pursuant to Rule 13a-16 or15d-16
Under the Securities Exchange Act of 1934
For the month of March, 2025
Commission File Number: 001-38336
NUTRIEN LTD.
(Name ofregistrant)
Suite 1700, 211 19th Street East
Saskatoon, Saskatchewan, Canada
S7K 5R6
(Address ofprincipal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40- F.
Form 20-F ☐ Form 40-F ☒
SIGNATURE
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, thereunto duly authorized.
| NUTRIEN LTD. | ||
|---|---|---|
| Date: March 11, 2025 | By: | /s/ Noralee Bradley |
| Name: | Noralee Bradley | |
| Title: | Executive Vice President, External Affairs and Chief Sustainability and Legal Officer |
EXHIBIT INDEX
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | News Release dated March 11, 2025 |
EX-99.1
Exhibit 99.1
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News Release |
|---|---|
| NYSE, TSX: NTR |
March 11, 2025
Nutrien Prices Offering of an Aggregate ofUS$1.0 Billion of 2-Year and 7-Year Senior Notes
SASKATOON,Saskatchewan – Nutrien Ltd. (TSX and NYSE: NTR) today announced the pricing of US$400 million aggregate principal amount of 4.500 percent senior notes due March 12, 2027 and US$600 million aggregate principal amount of 5.250 percent senior notes due March 12, 2032 (together, the “senior notes”). The offering is expected to close on or about March 13, 2025, subject to customary closing conditions.
Nutrien intends to use the net proceeds from this offering to repay its US$500 million aggregate principal amount of 3.000% senior notes upon their maturity on April 1, 2025 and its US$500 million aggregate principal amount of 5.950% senior notes upon their maturity on November 7, 2025, pending which such proceeds may be used to reduce outstanding indebtedness under its short-term credit facilities, to finance working capital and for general corporate purposes. The senior notes will be unsecured and rank equally with Nutrien’s existing senior unsecured debt. The joint book-running managers for the offering are Barclays Capital Inc., BMO Capital Markets Corp., Citigroup Global Markets Inc., and TD Securities (USA) LLC.
The offering will be made by way of a prospectus supplement dated March 11, 2025, to Nutrien’s short form base shelf prospectus dated March 22, 2024, filed with the securities regulatory authorities in each of the provinces of Canada, which forms a part of and is included in Nutrien’s registration statement on Form F-10, filed in the United States with the Securities and Exchange Commission (the “SEC”) under the multijurisdictional disclosure system in Canada and the United States. The senior notes will not be offered in Canada or to any resident of Canada. A final prospectus supplement in respect of the offering of the senior notes will be filed with the same regulatory authorities in Canada and the SEC.
About Nutrien
Nutrien is a leading global provider of crop inputs and services. We operate a world-class network of production, distribution and ag retail facilities that positions us to efficiently serve the needs of growers. We focus on creating long-term value by prioritizing investments that strengthen the advantages of our business across the ag value chain and by maintaining access to the resources and the relationships with stakeholders needed to achieve our goals.
Advisory
The senior notes are being offered in theUnited States pursuant to an effective registration statement (including a base shelf prospectus) filed with the SEC. Nutrien has filed a preliminary prospectus supplement related to the offering of the senior notes. Before you invest, you shouldread the preliminary prospectus supplement, the accompanying base shelf prospectus and other documents that are incorporated by reference therein for more complete information about Nutrien and this offering.
The preliminary prospectus supplement and the accompanying base shelf prospectus are available forfree on the SEC website at www.sec.gov. Alternatively, the documents may be obtained by contacting Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 by email at barclaysprospectus@broadridge.com or by telephone at 1-888-603-5847; BMO Capital Markets Corp., 151 West42 ^nd^ Street, New York, NY 10036, Attention: Legal Department, by telephone at1-866-864-7760; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717,by email at prospectus@citi.com or by telephone at 1-800-831-9146 and TD Securities (USA) LLC, 1 VanderbiltAvenue, New York, NY 10017, by telephone at 1-855-495-9846.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the senior notes inany jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Forward-Looking Statements
Certain statements and otherinformation included in this press release constitute “forward-looking information” or “forward-looking statements” (collectively, “forward-looking statements”) under applicable securities laws (such statements areoften accompanied by words such as “should”, “could”, “expect”, “may”, “anticipate”, “forecast”, “believe”, “intend”, “estimate”, “plan” or othersimilar words). All statements in this press release, other than those relating to historical information or current conditions, are forward-looking statements, including, but not limited to, forecasts and statements as to management’sexpectations with respect to, among other things, the intended use of proceeds of the offering and the timing of closing of the offering. Such forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond ourcontrol, as well as various assumptions and business sensitivities, including those risk factors referred to in the preliminary prospectus supplement referenced in this press release and those referred to under the heading “Risk Factors”in Nutrien’s annual information form for the year ended December 31, 2024 and under the heading “Key Enterprise Risks” in Nutrien’s management’s discussion and analysis for the year ended December 31, 2024, whichmay cause actual results, performance or achievements of Nutrien, which includes the offering being delayed or not completed, to be materially different from any future results, performance or achievements expressed or implied by suchforward-looking statements. Nutrien disclaims any intention or obligation to update or revise any forward-looking statements in this press release as a result of new information or future events, except as may be required under applicable Canadiansecurities legislation or applicable U.S. federal securities law. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions andexpected future developments as well as other factors we believe are appropriate in the circumstances. All of the forward-looking statements contained herein are qualified by these cautionary statements and by the assumptions that are stated orinherent in such forward-looking statements. Although we believe these assumptions are reasonable, undue reliance should not be placed on these assumptions and such forward-looking statements.
FOR FURTHER INFORMATION:
Jeff Holzman
Vice President, Investor Relations
(306) 933-8545
