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Mosaic Announces Pricing Terms of Offers to Purchase for Cash Certain of its Outstanding Debt Securities

Mosaic Sets Pricing for Debt Tender Offers; potential leverage impact

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  <section data-block="information">
    <h3>Information</h3>
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  <section data-block="ai-summary-paragraph">
    <h3>AI Summary</h3>
    <p>Mosaic announced pricing terms for cash tender offers on its 2027–2029 notes, with a $1.4 billion cap and a $150 million cap specifically for the 2029 notes. The program allows up to 2% additional acceptance and involves proration if demand exceeds the cap. Settlement is targeted for August 18, 2026, with price determined at 2:00 p.m. on August 14, 2026.</p>
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  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>Mosaic prices cash tender offers for 2027–2029 notes.</li><li>Tender Cap set at $1.4B; Series Cap $150M on 2029 notes.</li><li>Proration possible; Mosaic may increase accepted notes up to 2%.</li><li>Expiration date: Aug 14, 2026; Settlement: Aug 18, 2026.</li><li>Price determination at 2:00 p.m. on Aug 14, 2026.</li></ul>
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  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>The Mosaic Company (MOS)</strong>: Announced pricing terms for debt tender offers; potential impact on leverage and cash flow.</li><li><strong>Citigroup Global Markets Inc. (C)</strong>: Dealer manager for the offers; involvement signals financing activity but limited near-term equity impact.</li><li><strong>Bank of Montreal (BMO)</strong>: Dealer manager for the offers; formal role suggests execution efficiency but limited MOS equity impact.</li><li><strong>U.S. Bancorp (USB)</strong>: Dealer manager for the offers; supports tender process and liquidity provisioning.</li></ul>
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  <section data-block="category">
    <h3>Corporate Developments</h3>
    <p>Category: Corporate Developments. It fits as Mosaic uses a debt-tender strategy to optimize capital structure and liquidity, a financing action with potential credit- and cash-flow implications rather than an operating/operational event.</p>
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  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>Debt tender could modestly improve Mosaic&#039;s cash flow and credit metrics.</li><li>Settlement date August 18, 2026 may drive near-term trading activity.</li><li>No change to operations or fertilizer volumes implied by the release.</li></ul>
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  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>Tender Cap: up to $1.4B aggregate principal outstanding.</li><li>Series Cap: $150M for the 2029 notes.</li><li>Outstanding notes: 2027 Notes $700,000,000; 2028 Debentures $147,100,000; 2028 Notes $400,000,000; 2029 Notes $500,000,000.</li><li>Coupons: 4.050% (2027), 7.30% (2028 Debentures), 5.375% (2028), 4.350% (2029).</li><li>Price Determination Date: Aug 14, 2026 at 2:00 p.m. New York time.</li><li>Expiration Date: Aug 14, 2026 at 5:00 p.m. New York City time.</li><li>Settlement Date: Aug 18, 2026.</li></ul>
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  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>Limited immediate equity impact; potential modest credit/levered-balance improvement if substantial debt is retired within weeks to months.</p>
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<article>
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    <h2>Mosaic Announces Pricing Terms of Cash Tender Offers to Purchase Debt Securities (MOS)</h2>
    <p><strong>The Mosaic Company</strong> (NYSE: <strong>MOS</strong>) today announced the Reference Yield and Total Consideration to be paid in connection with its previously announced cash tender offers (collectively, the <em>Offers</em>) to purchase the outstanding notes described below, on the terms and subject to the conditions set forth in the Offer to Purchase dated August 10, 2026. This release was distributed by PRNewswire and relates to Mosaic’s debt tender activity as part of its ongoing capital-management program.</p>
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  <section>
    <h3>Offers at a Glance</h3>
    <ul>
      <li><strong>Notes offered for purchase</strong> are 4.050% Senior Notes due 2027 (the <em>2027 Notes</em>); 7.30% Debentures due 2028 (the <em>2028 Debentures</em>); 5.375% Senior Notes due 2028 (the <em>2028 Notes</em>); and 4.350% Senior Notes due 2029 (the <em>2029 Notes</em>). Together with the 2027 Notes, 2028 Debentures and 2028 Notes, these are the <em>Notes</em> and each is a <em>Series of Notes</em> for the Offers.
      </li>
      <li><strong>Tender Cap</strong>: up to <strong>$1,400,000,000</strong> aggregate purchase price, excluding the Accrued Coupon Payment, subject to proration and the Acceptance Priority Levels described in the Offer to Purchase. This <em>Tender Cap</em> may be adjusted by Mosaic at its discretion prior to the Expiration Date.</li>
      <li><strong>Series Cap</strong>: a cap of <strong>$150,000,000</strong> on the aggregate consideration to be paid to purchase the 2029 Notes pursuant to the Offers. The 2029 Notes may be subject to proration both due to the Acceptance Priority Procedures and the Series Cap, so Mosaic will only accept for purchase the 2029 Notes for aggregate consideration up to the Series Cap.</li>
      <li><strong>Expiration Date</strong>: 5:00 p.m., New York City time, on <strong>August 14, 2026</strong> (unless extended or earlier terminated by Mosaic with respect to any Offer).</li>
      <li><strong>Potential adjustments</strong>: Mosaic may, subject to applicable law, eliminate, increase or decrease the Tender Cap and/or the Series Cap at any time prior to the Expiration Date. If proration is required for a Series, Mosaic will multiply the principal amount of each valid tender by the applicable proration rate and round down to the nearest integral multiple of the Minimum Denomination to determine accepted amounts.</li>
      <li><strong>Additional purchase authorization</strong>: Mosaic may increase the amount of Notes accepted for payment in the Offers by no more than 2% of the outstanding Notes of the applicable Series, without amending or extending the Offer, as described in the Acceptance Priority Procedures.</li>
    </ul>
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  <section>
    <h3>Pricing Details and Offer Mechanics</h3>
    <p>The Notes offered to be purchased in the Offers, in the order of acceptance priority, are the 4.050% Senior Notes due 2027 (the <em>2027 Notes</em>); 7.30% Debentures due 2028 (the <em>2028 Debentures</em>); 5.375% Senior Notes due 2028 (the <em>2028 Notes</em>) and 4.350% Senior Notes due 2029 (the <em>2029 Notes</em>); and together with the 2027 Notes, 2028 Debentures and 2028 Notes, the <em>Notes</em> and each a <em>Series of Notes</em> for the consideration described below, up to an aggregate purchase price, excluding the Accrued Coupon Payment (as defined below), of <strong>$1,400,000,000</strong> (the <em>Tender Cap</em>) subject to proration and the application of the Acceptance Priority Levels set forth in the table below and as further set forth in the Offer to Purchase and the terms and conditions, including, among others, a <strong>$150,000,000</strong> cap on the aggregate consideration to be paid to purchase the 2029 Notes pursuant to the Offers (the <em>Series Cap</em>) and the Acceptance Priority Procedures set forth in the Offer to Purchase. The 2029 Notes may be subject to proration both due to the Acceptance Priority Procedures and the Series Cap such that Mosaic will only accept for purchase the 2029 Notes for aggregate consideration up to the Series Cap. Subject to applicable law, Mosaic may, but is under no obligation to, eliminate, increase or decrease the Tender Cap and/or the Series Cap at any time prior to the <em>Expiration Date</em> of 5:00 p.m., New York City time, on August 14, 2026 (unless extended or earlier terminated by Mosaic with respect to any Offer).</p>
    <p>In the event proration is required with respect to a Series of Notes, Mosaic will multiply the principal amount of each valid tender of such Series of Notes by the applicable proration rate and round the resulting amount down to the nearest integral multiple of the Minimum Denomination, in order to determine the principal amount of such tender that will be accepted pursuant to the applicable Offer. The excess principal amount of Notes not accepted from the tendering Holders will be promptly returned to such Holders, and if this excess principal amount of Notes is less than $1,000, Mosaic may either accept or reject all such tendering Holders' validly tendered Notes in its sole discretion. Additionally, Mosaic may increase the amount of Notes accepted for payment in the Offers by no more than 2% of the outstanding Notes of the applicable Series, as further described in the Acceptance Priority Procedures set forth below, without amending or extending the Offer. The Offer to Purchase and any related documents are referred to herein collectively as the <em>'Tender Offer Documents'</em>. <em>Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.</em></p>
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  <section>
    <h3>Quoted Terms and Tender Offer Documents</h3>
    <blockquote>
      The Offer to Purchase and any related documents are referred to herein collectively as the <em>'Tender Offer Documents'</em>. Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.
    </blockquote>
    <p><em>Note</em>: This section summarizes pricing and related terms that Mosaic disclosed for its cash tender offers. Specific details, including the Refence Yield, Total Consideration and related pricing, are set forth in the tender offer documentation and accompanying tables referenced in Mosaic’s release.</p>
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  <section>
    <h3>About Mosaic and the MOS Stock Symbol</h3>
    <p>The Mosaic Company, publicly traded with ticker symbol <strong>MOS</strong>, is engaging in debt tender offers as part of its ongoing financial optimization. The company’s strategic objective is to manage its capital structure while providing value to holders of its outstanding notes.</p>
    <p>For market participants and investors following MOS, Mosaic’s tender offers represent a mechanism to adjust debt maturity profiles and cost of capital, subject to all applicable laws and Offer to Purchase terms.</p>
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Mosaic announced pricing terms for cash tender offers on its 2027–2029 notes, with a $1.4 billion cap and a $150 million cap specifically for the 2029 notes. The program allows up to 2% additional acceptance and involves proration if demand exceeds the cap. Settlement is targeted for August 18, 2026, with price determined at 2:00 p.m. on August 14, 2026.

News insight

Mosaic Announces Pricing Terms of Offers to Purchase for Cash Certain of its Outstanding Debt Securities

AI summary

Sentiment rationale

Key facts

Corporate Developments