The Mosaic Company and Cargill Fertilizer, LLC Announce Filing of Registration Statement to Register Guarantees in Connection Wi
27 September 2004 - 11:52PM
PR Newswire (US)
The Mosaic Company and Cargill Fertilizer, LLC Announce Filing of
Registration Statement to Register Guarantees in Connection With
IMC Global's and Phosphate Resource Partners' Consent Solicitation
on All of Their Outstanding Public Debt Securities LAKE FOREST,
Ill., Sept. 27 /PRNewswire-FirstCall/ -- The Mosaic Company and
Cargill Fertilizer, LLC today announced the filing of a
Registration Statement on Form S-4 with the U.S. Securities and
Exchange Commission as part of a proposed consent solicitation on
all of the outstanding public debt securities (the Securities) of
IMC Global Inc. (NYSE:IGL) and Phosphate Resource Partners Limited
Partnership (NYSE:PLP). The proposed consent solicitation relates
to 10 series of debt securities totaling approximately $1.8 billion
in outstanding principal amount. The consent solicitation is being
proposed in connection with the previously announced combination of
IMC Global with the fertilizer businesses of Cargill, Incorporated
(Cargill) which will create The Mosaic Company, a new, public
company, and will result in IMC Global becoming a wholly owned
subsidiary of Mosaic. As part of the combination, Cargill
Fertilizer, LLC, which is now a Cargill subsidiary, will become a
wholly owned subsidiary of The Mosaic Company. Approval of the
proposed amendments to the Securities is not necessary for or a
condition to the consummation of the combination. IMC Global has
also entered into a merger agreement with PLP, pursuant to which
PLP will merge with and become a wholly owned subsidiary of IMC
Global. Approval of the proposed amendments also is not necessary
for or a condition to the consummation of the PLP merger. The
proposed amendments to the Securities are being sought primarily to
provide Mosaic with the greater operational flexibility to more
effectively integrate IMC Global and the Cargill fertilizer
businesses following the completion of the combination. In return
for the consents, Mosaic and Cargill Fertilizer, LLC intend to
offer guarantees of the obligations of IMC Global and PLP under the
Securities. In addition, IMC intends to offer payments to
consenting holders of three series of the Securities (IMC's 10.875%
Senior Notes due 2008, 11.250% Senior Notes due 2011 and 10.875%
Senior Notes due 2013). IMC Global and PLP will not launch the
consent solicitation until the Registration Statement containing
the solicitation materials has been declared effective by the SEC,
at which time the solicitation materials will be mailed to holders
of the Securities. Following the launch of the consent
solicitation, holders of the Securities will be able to obtain the
solicitation materials from Bondholder Communications Group, which
will act as the information agent for the consent solicitation, and
may direct questions concerning the consent solicitation to
Goldman, Sachs & Co. which will act as the solicitation agent
for the consent solicitation. Holders of the Securities should not
deliver consents prior to the time that the Registration Statement
is declared effective and the solicitation materials are mailed.
None of IMC Global, PLP, Cargill, the solicitation agent or the
information agent makes any recommendation as to whether or not
holders of the Securities should deliver their consents, and no one
has been authorized by any of them to make such a recommendation.
The Registration Statement relating to the guarantees has been
filed with the SEC but has not yet become effective. The guarantees
may not be sold nor may consents be accepted prior to the time the
Registration Statement becomes effective. This news release does
not constitute an offer to sell the guarantees or the solicitation
of consents. The guarantees will not be sold and consents will not
be solicited in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. This news release contains forward-looking statements
that are based on current expectations. These statements are not
guarantees of future performance and are subject to risks and
uncertainties that could cause actual results and company plans and
objectives to differ materially from those expressed in the
forward-looking statements. About IMC Global Inc. From multiple
mines and plants in North America, IMC Global serves world
agriculture as the largest producer and marketer of concentrated
phosphates and potash crop nutrients. It also is a leading global
provider of phosphorus and potassium feed ingredients for the
animal nutrition industry. IMC Global has 5,000 employees and
customers in nearly 50 countries. With products essential for life,
IMC Global "feeds the land that feeds the world." For more
information, visit http://www.imcglobal.com/ . About Phosphate
Resource Partners Limited Partnership PLP is engaged in the
production and sale of phosphate crop nutrients and animal feed
ingredients. For more information, visit the PLP Web site at
http://phosplp.com/ . About Cargill Crop Nutrition Cargill Crop
Nutrition is a business unit of Cargill, Incorporated, an
international provider of food, agricultural and risk management
products and services. With 101,000 employees in 60 countries,
Cargill is committed to using its knowledge and experience to
collaborate with customers to help them succeed. For more
information, visit http://www.cargill.com/ or
http://www.cargillfertilizer.com/ . DATASOURCE: IMC Global Inc.
CONTACT: Investor and Media, Douglas Hoadley of IMC Global,
+1-847-739-1826, Web site: http://phosplp.com/
http://www.cargill.com/ http://www.cargillfertilizer.com/
http://www.imcglobal.com/
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