DBRS Assigns Provisional Rating of BBB (high) to New Potash Corporation Senior Unsecured Notes, Stable Trend

DBRS has today assigned a provisional rating of BBB (high) with a Stable trend to the issue of senior unsecured long-term notes (the Notes) to be issued by Potash Corporation of Saskatchewan Inc. (Potash or the Company), as described in a prospectus supplement issued today by Potash to its Prospectus dated June 28, 2013, previously filed with the U.S. Securities and Exchange Commission. Potash intends to use the net proceeds of the note offering for general corporate purposes, including refinancing a $500 million aggregate principal amount of outstanding 5.250% senior unsecured notes maturing on May 15, 2014. DBRS views the proposed debt issue as a prudent part of the Company’s ongoing program to meet its funding needs.

The Notes will be issued pursuant to an indenture dated February 27, 2003, between Potash and The Bank of Nova Scotia Trust Company of New York, the trustee for the Notes. The indenture governing the Notes is, and the Notes will be, governed by, and construed in accordance with, the laws of the State of New York.

The Notes will be senior unsecured obligations of Potash and will rank equally in right of payment with all of Potash’s existing and future senior unsecured indebtedness. The terms of the Notes will include a change of control provision, which upon the occurrence of both (1) a change of control and (2) a downgrade of a particular series of notes below an investment-grade rating (as specified), will require Potash to make an offer to purchase such series of notes at a price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest to the date of repurchase. The Notes will also be redeemable, in whole or in part, at the option of Potash at any time and from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed on the redemption date (not including any portion of any payments of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of 12 30-day months) at a specified discount rate, plus any accrued and unpaid interest.

The provisional rating of the Notes is based on Potash’s preliminary prospectus supplement dated March 4, 2014, to the Company’s prospectus dated June 28, 2013, both filed with the U.S. Securities and Exchange Commission, as well as Potash’s public security document filings to March 3, 2014. The provisional rating assigned today will be finalized by DBRS following the receipt of final details and documentation of the new debt issue that is consistent with that which DBRS has already reviewed.

Notes:
All figures are in U.S. dollars unless otherwise noted.

The applicable methodologies are Rating Companies in the Mining Industry (Primary) and Rating Companies in the Industrial Products Industry (Secondary), which can be found on our website under Methodologies.