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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
September 23, 2009
(Date of earliest event reported)
 
Potash Corporation of Saskatchewan Inc.
(Exact name of registrant as specified in its charter)
         
Canada   1-10351   Not Applicable
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)
Suite 500, 122 – 1st Avenue South
Saskatoon, Saskatchewan, Canada S7K 7G3
(Address of principal executive offices, including zip code)
(306) 933-8500
(Registrant’s telephone number, including area code)
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.):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 8.01 Other Events
Item 9.01 Financial Statements and Exhibits
SIGNATURE
Index to Exhibits
EX-1.A
EX-4.A
EX-4.B
EX-5.A
EX-5.B
EX-8.A
EX-8.B
EX-23.C
EX-23.D


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Item 2.03   Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 8.01   Other Events
     On September 23, 2009, Potash Corporation of Saskatchewan Inc. (“PotashCorp”) entered into a terms agreement (including the underwriting agreement attached thereto as Exhibit I, collectively, the “Underwriting Agreement”) with Banc of America Securities LLC, HSBC Securities (USA) Inc. and RBC Capital Markets Corporation, as representatives of the several underwriters named therein, under which PotashCorp agreed to issue and sell to the several underwriters $500,000,000 aggregate principal amount of PotashCorp’s 3.75% Notes due September 30, 2015 (the “2015 Notes”) and $500,000,000 aggregate principal amount of PotashCorp’s 4.875% Notes due March 30, 2020 (the “2020 Notes” and together with the 2015 Notes, the “Notes”). The issuance of the Notes and payment therefor are scheduled to occur on September 28, 2009, subject to the satisfaction of customary closing conditions. The foregoing disclosure is qualified in its entirety by reference to the Underwriting Agreement, which is attached hereto as Exhibit 1(a) and incorporated herein by reference.
     The Notes will be issued under the Indenture, dated as of February 27, 2003, by and between PotashCorp and The Bank of Nova Scotia Trust Company of New York, as trustee. The Indenture is filed as Exhibit 4(c) to PotashCorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and incorporated herein by reference. The terms of the 2015 Notes are set forth in the form of 3.75% Notes due September 30, 2015, attached hereto as Exhibit 4(a) and incorporated herein by reference. The terms of the 2020 Notes are set forth in the form of 4.875% Notes due March 30, 2020, attached hereto as Exhibit 4(b) and incorporated herein by reference.
     In addition, in connection with the public offering of the notes, PotashCorp is filing the items listed below as exhibits to this Current Report on Form 8-K for the purpose of incorporating such items as exhibits in its Registration Statement on Form S-3 (File No. 333-148023). The items filed as exhibits to this Current Report on Form 8-K are hereby incorporated into such Registration Statement by reference.
Item 9.01   Financial Statements and Exhibits
     
Exhibit Number   Exhibit Description
 
   
1(a)
  Underwriting Agreement, dated September 23, 2009, among Potash Corporation of Saskatchewan Inc. and the underwriters named therein.
 
   
4(a)
  Form of 3.75% Notes due September 30, 2015.
 
   
4(b)
  Form of 4.875% Notes due March 30, 2020.
 
   
4(c)
  Indenture, dated as of February 27, 2003, between Potash Corporation of Saskatchewan Inc. and The Bank of Nova Scotia Trust Company of New York, incorporated by reference to exhibit 4(c) to the registrant’s report on Form 10-K for the year ended December 31, 2002.
 
   
5(a)
  Opinion of Stikeman Elliott LLP regarding the legality of certain securities.
 
   
5(b)
  Opinion of Jones Day regarding the legality of certain securities.
 
   
8(a)
  Opinion of Davies Ward Phillips & Vineberg LLP regarding Canadian tax matters.
 
   
8(b)
  Opinion of Kaye Scholer LLP regarding United States tax matters.
 
   
23(a)
  Consent of Stikeman Elliott LLP (included in Exhibit 5(a) hereof).
 
   
23(b)
  Consent of Jones Day (included in Exhibit 5(b) hereof).
 
   
23(c)
  Consent of Davies Ward Phillips & Vineberg LLP.
 
   
23(d)
  Consent of Kaye Scholer LLP.

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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, hereunto duly authorized.
         
  POTASH CORPORATION OF SASKATCHEWAN INC.
 
 
  By:   /s/ Joseph Podwika    
  Name:  Joseph Podwika   
  Title:    Senior Vice President, General Counsel and Secretary   
 
Dated: September 25, 2009

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Index to Exhibits
     
Exhibit Number   Exhibit Description
 
   
1(a)
  Underwriting Agreement, dated September 23, 2009, among Potash Corporation of Saskatchewan Inc. and the underwriters named therein.
 
   
4(a)
  Form of 3.75% Notes due September 30, 2015.
 
   
4(b)
  Form of 4.875% Notes due March 30, 2020.
 
   
4(c)
  Indenture, dated as of February 27, 2003, between Potash Corporation of Saskatchewan Inc. and The Bank of Nova Scotia Trust Company of New York, incorporated by reference to exhibit 4(c) to the registrant’s report on Form 10-K for the year ended December 31, 2002.
 
   
5(a)
  Opinion of Stikeman Elliott LLP regarding the legality of certain securities.
 
   
5(b)
  Opinion of Jones Day regarding the legality of certain securities.
 
   
8(a)
  Opinion of Davies Ward Phillips & Vineberg LLP regarding Canadian tax matters.
 
   
8(b)
  Opinion of Kaye Scholer LLP regarding United States tax matters.
 
   
23(a)
  Consent of Stikeman Elliott LLP (included in Exhibit 5(a) hereof).
 
   
23(b)
  Consent of Jones Day (included in Exhibit 5(b) hereof).
 
   
23(c)
  Consent of Davies Ward Phillips & Vineberg LLP.
 
   
23(d)
  Consent of Kaye Scholer LLP.