MOSAIC CO (Form: 8-K, Received: 01/02/2018 07:53:08)

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

Date of Report (Date of earliest event reported): December 28, 2017

THE MOSAIC COMPANY

(Exact name of registrant as specified in its charter)



Delaware	001-32327	20-1026454
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



3033 Campus Drive Suite E490 Plymouth, Minnesota

		55441
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 918-8270

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. below):



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))



Item 1.01.	Entry into a Material Definitive Agreement.

As previously disclosed, on December 19, 2016, The Mosaic Company (“ Mosaic ”) entered into a Stock Purchase Agreement (the “ Stock Purchase Agreement ”) with Vale S.A. (“ Vale ”) and Vale Fertilizer Netherlands B.V. (“ Vale Netherlands ” and, together with Vale and certain of its affiliates, the “ Sellers ”), pursuant to which Mosaic agreed, upon the terms and subject to the conditions set forth in the Stock Purchase Agreement, to purchase from the Sellers (the “ Purchase ”) Vale’s global phosphate and potash operations conducted through Vale Fertilizantes S.A. (the “ Company ”), with the Purchase to be effected through the acquisition by Mosaic of all of the issued and outstanding capital stock of the Company. On December 28, 2017, Mosaic and the Sellers entered into a letter agreement (the “ Letter Agreement ”), which provides for, among other matters, certain amendments to the Stock Purchase Agreement, including a reduction of (i) the cash portion of the purchase price to be paid by Mosaic under the Stock Purchase Agreement to $1.15 billion and (ii) the number of shares of Mosaic common stock to be issued to the Sellers under the Stock Purchase Agreement to 34,176,574 shares. In addition, the Letter Agreement provides for the transfer to Vale of certain shares in a non-wholly owned subsidiary of the Company. In the Letter Agreement, Mosaic and the Sellers also agreed to extend the Termination Date (as defined in the Stock Purchase Agreement) from December 31, 2017 to January 16, 2018.

The foregoing description of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Letter Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 3.02.	Unregistered Sales of Equity Securities.

Pursuant to the Letter Agreement described above in Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference, the number of shares of Mosaic common stock that Mosaic has agreed to deliver to Vale or an affiliate of Vale as part of the purchase price at the closing of the Purchase has been reduced to 34,176,574 shares. The issuance of such shares will be made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506 promulgated thereunder.



Item 7.01.	Regulation FD

The following information is being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing:

On January 2, 2018, Mosaic issued a press release announcing the matters relating to the Letter Agreement described above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Forward Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about our proposed acquisition of the global phosphate and potash operations of Vale S.A. (“ Vale ”) conducted through Vale Fertilizantes S.A. (the “ Transaction ”) and the anticipated benefits and synergies of the proposed Transaction, other proposed or pending future transactions or strategic plans and other statements about future financial and operating results. Such statements are based upon the current beliefs and expectations of The Mosaic Company’s management and are subject to significant risks and uncertainties. These risks and uncertainties include, but are not limited to: risks and uncertainties arising from the possibility that the closing of the proposed Transaction may be delayed or may not occur, including delays or risks arising from any inability to satisfy any closing conditions; our ability to secure financing, or financing on satisfactory terms and in amounts sufficient to fund the cash portion of the purchase price without the need for additional funds from other liquidity sources; difficulties with realization of the benefits of the proposed Transaction, including the risks that the acquired business may not be integrated successfully or that the anticipated synergies or cost or capital expenditure savings from the Transaction may not be fully realized or may take longer to realize than expected, including because of political and economic instability in Brazil or changes in government policy in Brazil; the predictability and volatility of, and customer expectations about, agriculture, fertilizer, raw material, energy and transportation markets that are subject to competitive and other pressures and economic and credit market conditions; the level of inventories in the distribution channels for crop nutrients; the effect of future product innovations or development of new technologies on demand for our products; changes in foreign currency and exchange rates; international trade risks and other risks associated

with Mosaic’s international operations and those of joint ventures in which Mosaic participates, including the performance of the Wa’ad Al Shamal Phosphate Company (also known as MWSPC) and the entity operating the Miski Mayo mine, the risk that protests against natural resource companies in Peru extend to or impact the Miski Mayo mine, the ability of MWSPC to obtain additional planned funding in acceptable amounts and upon acceptable terms, the timely development and commencement of operations of production facilities in the Kingdom of Saudi Arabia, the future success of current plans for MWSPC and any future changes in those plans; difficulties with realization of the benefits of our long term natural gas based pricing ammonia supply agreement with CF Industries, Inc., including the risk that the cost savings initially anticipated from the agreement may not be fully realized over its term or that the price of natural gas or ammonia during the term are at levels at which the pricing is disadvantageous to Mosaic; customer defaults; the effects of Mosaic’s decisions to exit business operations or locations; changes in government policy; changes in environmental and other governmental regulation, including expansion of the types and extent of water resources regulated under federal law, carbon taxes or other greenhouse gas regulation, implementation of numeric water quality standards for the discharge of nutrients into Florida waterways or efforts to reduce the flow of excess nutrients into the Mississippi River basin, the Gulf of Mexico or elsewhere; further developments in judicial or administrative proceedings, or complaints that Mosaic’s operations are adversely impacting nearby farms, business operations or properties; difficulties or delays in receiving, increased costs of or challenges to necessary governmental permits or approvals or increased financial assurance requirements; resolution of global tax audit activity; the effectiveness of Mosaic’s processes for managing its strategic priorities; adverse weather conditions affecting operations in Central Florida, the Mississippi River basin, the Gulf Coast of the United States or Canada, and including potential hurricanes, excess heat, cold, snow, rainfall or drought; actual costs of various items differing from management’s current estimates, including, among others, asset retirement, environmental remediation, reclamation or other environmental regulation, Canadian resources taxes and royalties, or the costs of the MWSPC, its existing or future funding and Mosaic’s commitments in support of such funding; reduction of Mosaic’s available cash and liquidity, and increased leverage, due to its use of cash and/or available debt capacity to fund financial assurance requirements and strategic investments; brine inflows at Mosaic’s Esterhazy, Saskatchewan, potash mine or other potash shaft mines; other accidents and disruptions involving Mosaic’s operations, including potential mine fires, floods, explosions, seismic events, sinkholes or releases of hazardous or volatile chemicals; and risks associated with cyber security, including reputational loss; as well as other risks and uncertainties reported from time to time in The Mosaic Company’s reports filed with the Securities and Exchange Commission. Actual results may differ from those set forth in the forward-looking statements.



Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Reference is made to the Exhibit Index hereto with respect to the exhibits hereto.

SIGNATURES

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.




	THE MOSAIC COMPANY

Date: January 2, 2018	By:	/s/ Mark J. Isaacson
	Name:	Mark J. Isaacson
	Title:	Senior Vice President, General Counsel
		and Corporate Secretary

EXHIBIT INDEX



Exhibit No.			Description
2.1			Letter Agreement, dated as of December 28, 2017, by and among The Mosaic Company, Vale S.A. and Vale Fertilizer Netherlands B.V. *
99.1			Press Release of Mosaic, issued January 2, 2018



*	Mosaic agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedules and exhibits to the extent required by the rules of the Securities and Exchange Commission upon request.

Exhibit 2.1

EXECUTION VERSION

Vale S.A.

Praia de Botafogo, 186, 20th floor

Botafogo, Rio de Janeiro, RJ, CEP 22250-145

Strictly Private and Confidential

The Mosaic Company

Atria Corporate Center, Suite E490

3033 Campus Drive

Plymouth, Minnesota 55441

Attention: Richard L. Mack

Executive Vice President and Chief Financial Officer

December 28, 2017

Dear Rich:

Reference is made to that certain Stock Purchase Agreement, dated as of December 19, 2016 (the “ Purchase Agreement ”), by and among The Mosaic Company, a Delaware corporation (“ Buyer ”), Vale S.A., a stock corporation ( sociedade por ações ) organized under the laws of the Federative Republic of Brazil (“ Parent ”), and Vale Fertilizer Netherlands B.V., a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) organized under the laws of the Netherlands (together with Parent, the “ Sellers ”). Capitalized terms used but not defined in this letter agreement shall have the meanings set forth in the Purchase Agreement.

Notwithstanding anything to the contrary in the Purchase Agreement, upon the terms and subject to the conditions set forth in this letter agreement, the Sellers and Buyer desire for all of the issued and outstanding capital stock of TUF Empreendimentos e Participações S.A. (“ TUF ”) owned by the Company, other than 15,745,166 shares of such capital stock, to be transferred to the Sellers and/or their Subsidiaries (other than the Company Group) (the shares so transferred, and any equity interests into which such shares are converted or exchanged, including as a result of the consummation of any merger of TUF into Ultrafertil (as defined herein), the “ TUF Shares ”). In connection therewith, the Sellers and Buyer desire to amend the Purchase Agreement, to provide certain waivers and consents, and to agree to certain other matters, in each case as provided herein. Accordingly, in consideration of the mutual agreements of the Sellers and Buyer as hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sellers and Buyer hereby agree as follows (and Buyer hereby consents to the following matters for all purposes under the Purchase Agreement):


1.	Sale of TUF Shares .

Concurrently with the execution of this letter agreement, Parent, the Company and Buyer shall enter into a purchase agreement in the form attached as Exhibit A hereto (the “ TUF Purchase Agreement ”) (it being understood that the TUF Purchase Agreement shall be deemed not to constitute a Related Party Contract for purposes of the Purchase Agreement) pursuant to which Parent or one of its Subsidiaries (other than the Company Group) shall purchase (the “ Vale Purchase ”) the TUF Shares for an amount in cash specified in the TUF Purchase Agreement (the “ TUF Purchase Price ”); it being understood that Parent may designate any of its Subsidiaries to purchase the TUF Shares, provided , however , that upon such designation, Parent will continue to be obligated to perform its obligations set forth in this Section ‎1 .

The consummation of the Vale Purchase pursuant to the TUF Purchase Agreement shall be conditioned upon VLI Multimodal S.A. (“ VLI ”) declining to, or failing to timely, exercise its right of first refusal (the “ VLI ROFR ”) with respect to a transfer of the TUF Shares under the Shareholders’ Agreement ( Acordo de Acionistas ) of TUF, dated as of August 21, 2013 (the “ TUF Shareholders’ Agreement ”), by and between the Company and VLI, or exercising such right but failing to timely purchase the TUF Shares (the exercise of such right and VLI’s subsequent purchase of the TUF Shares pursuant thereto, the “ VLI Purchase ”).

Parent shall have the right to control all matters relating to compliance of the sale of the TUF Shares with the TUF Shareholders’ Agreement (including with respect to VLI’s right of first refusal), the Comfort Letter, the BNDES Loan Agreement and the Pledge Agreement, and from and after the Closing and until the earlier of the consummation of the Vale Purchase and the VLI Purchase, Buyer shall and shall cause the Company to: (i) comply with all obligations under the TUF Purchase Agreement in all material respects; and (ii) take all other actions reasonably requested by Parent in connection with the Vale Purchase, the VLI Purchase or VLI’s right of first refusal with respect to a transfer of the TUF Shares under the TUF Shareholders’ Agreement (including amending the TUF Purchase Agreement as reasonably requested by Parent) in a manner that does not adversely affect the Company or its Affiliates.

From and after the Closing, to the extent permitted by applicable Law, Buyer shall and shall cause the Company to (i) take all actions reasonably necessary to effect the amendments, modifications or other changes to, or, as applicable, the waiver, cancellation, termination or expiration of, the rights set forth in Exhibit B hereto, in each case, to the extent requested by Parent (it being understood that (x) such actions may be taken concurrently with or promptly following the Closing and that Parent may make multiple such requests and (y) such actions shall be structured so as not to affect the rights of any future holder of the TUF Shares other than the Company, unless so requested by Parent) (the amendments,

modifications or other changes to, or, as applicable, the waiver, cancellation, termination or expiration of, the rights set forth in Exhibit B , the “ TUF Amendments ”) and (ii) until the TUF Amendments become effective, exercise all rights under the TUF Shareholders’ Agreement (including any voting right of, or right to appoint, or request any change of, directors or officers of TUF or Ultrafertil S.A. (“ Ultrafertil ”)) and the Comfort Letter or otherwise with respect to the TUF Shares and any shares of issued and outstanding capital stock of TUF owned by the Company which will not be transferred pursuant to the TUF Purchase Agreement (and any equity interests into which such shares are converted or exchanged, including as a result of the consummation of any merger of TUF into Ultrafertil) as directed (and only as directed) by Parent, other than those rights that the Company and its Affiliates would have thereunder or with respect thereto if the TUF Amendments had already become effective (such rights, the “ Retained TUF Rights ”) (it being understood that (A) for the avoidance of doubt, from and after the Closing, Buyer and its Affiliates (including the Company Group) shall have the right to exercise all of the Retained TUF Rights in Buyer’s sole and absolute discretion, including with respect to the Company’s rights relating to renewing the services agreements to which it and Ultrafertil are parties pursuant to Section 11.3 of the TUF Shareholders’ Agreement, (B) until the earlier of the consummation of the Vale Purchase and the VLI Purchase and the termination of the TUF Purchase Agreement in accordance with its terms, Buyer shall provide Parent three (3) Business Days’ prior written notice of its or its Affiliates’ exercise of any Retained TUF Rights, and (C) notwithstanding anything to the contrary in the Purchase Agreement, the Sellers may take, or cause the Company, TUF, Ultrafertil or any other member of the Company Group (or any of such Person’s respective Subsidiaries) to take any or all of the actions described in clauses (i) and (ii) prior to, or concurrently with, the Closing).


e.	Buyer and the Sellers agree that the Purchase Price shall include, in addition to the Cash Purchase Price and the Buyer Shares, an amount in cash equal to up to one hundred and fifty million dollars ($150,000,000). Buyer’s obligation to pay this portion of the Purchase Price (the “ Outstanding Buyer Payment Obligation ”) shall be satisfied as follows:



i.	If the VLI Purchase is consummated, Buyer or its designee shall pay and deliver to Parent and/or its designee as promptly as practicable all proceeds (without deduction or withholding for or on account of any Taxes imposed by any Governmental Authority ( provided , that any designee of Parent is organized under the laws of the Federative Republic of Brazil)) received by the Company in connection with the consummation of the VLI Purchase, and such payment and delivery shall be in full satisfaction of the Outstanding Buyer Payment Obligation.



ii.	If the Vale Purchase is consummated, Buyer or its designee shall, simultaneously with or upon receipt by the Company of the TUF Purchase Price, pay and deliver to Parent and/or its designee an amount in cash equal to TUF Purchase Price (without deduction or withholding for or on account of any Taxes imposed by any Governmental Authority ( provided , that any designee of Parent is organized under the laws of the Federative Republic of Brazil)) in full satisfaction of the Outstanding Buyer Payment Obligation.


f.	If neither the Vale Purchase nor the VLI Purchase has been consummated on or prior to the termination of the TUF Purchase Agreement in accordance with its terms:



i.	Parent shall be deemed to have released Buyer from the Outstanding Buyer Payment Obligation.

ii.	As and when requested by Parent, Buyer shall as promptly as reasonably practicable use its reasonable best efforts, at and in accordance with Parent’s reasonable directions, to sell the TUF Shares in an alternative transaction (the “ Third Party Sale ”). To the extent that Parent requires Buyer or the Company to agree to any obligation in connection with the Third Party Sale that is not reflected in the TUF Purchase Agreement, Parent shall indemnify, defend and hold harmless the Buyer Indemnified Persons for their Losses to the extent arising from such additional obligation arising from the Third Party Sale. Buyer shall pay and deliver to Parent, without deduction or withholding for or on account of any Taxes imposed by any Governmental Authority, (i) all proceeds received by Buyer or any of its Affiliates arising from such sale, minus (ii) all Tax Liabilities and reasonable and documented costs and expenses incurred by Buyer or its Affiliates as a result of the transactions contemplated by this Section ‎1.f.ii .

From and after the Closing Date until the earliest of the consummation of the Vale Purchase, the VLI Purchase and the Third Party Sale, to the extent permitted by applicable Law, Buyer shall promptly pay to Parent amounts equal to all of the economic and operational benefits (including dividends and other distributions received by the Company) less any Tax Liabilities incurred by Buyer or any of its Affiliates with respect to such benefit, and Parent shall promptly reimburse or otherwise indemnify Buyer for all of the economic and operational burdens (including capital contributions required to be paid by the Company), arising from the Company’s ownership of the TUF Shares.

For all purposes of the Purchase Agreement (including for purposes of Article VIII, Article X and Article XI thereof), all representations and warranties by the Sellers shall be deemed to have been made and shall be made, and all covenants and agreements of the Sellers shall be deemed to have been performed and complied with and shall be applicable, and the transactions contemplated thereby shall be consummated, as if (i) each of TUF, Ultrafertil and their respective Subsidiaries had not been Company Joint Ventures, (ii) each of TUF, Ultrafertil and their respective Subsidiaries and their respective business operations had not

been part of the Business and (iii) each of the TUF Shareholders’ Agreement, the Comfort Letter, the BNDES Loan Agreement and the Pledge Agreement had not been Material Contracts.

Buyer acknowledges and agrees that the Sellers, TUF and Ultrafertil, and any of their respective Affiliates (other than, following the Closing, the Company Group) may take and perform, or cause to be taken or performed, any and all further actions, and execute and deliver any and all other agreements, certificates, instruments and documents reasonably required in order to consummate the Vale Purchase or the VLI Purchase in accordance with the TUF Purchase Agreement and this letter agreement.

Notwithstanding anything to the contrary in Section 5.02 of the Purchase Agreement, from the date of this letter agreement until the earlier of (i) the Closing and (ii) the termination of the Purchase Agreement in accordance with Section 10.01 of the Purchase Agreement, the Sellers shall not, and shall cause their respective Affiliates (including the members of the Company Group) not to, directly or indirectly, transfer the TUF Shares to any Person other than pursuant to the consummation of the Vale Purchase or the VLI Purchase without the prior written consent of Buyer. From and after the Closing Date until the earlier of the consummation of the Vale Purchase and the VLI Purchase, Buyer shall not, and shall cause its Affiliates (including the members of the Company Group) not to, directly or indirectly, transfer the TUF Shares to any Person without the prior written consent of Parent other than pursuant to the consummation of the Vale Purchase or the VLI Purchase.

For the avoidance of doubt, if any merger of TUF into Ultrafertil is consummated, then, thereafter, any reference in this letter agreement to (i) TUF shall mean Ultrafertil as the surviving entity and legal successor of TUF and (ii) the TUF Shareholders’ Agreement shall mean any agreement which replaces such TUF Shareholders’ Agreement upon the consummation of such merger of TUF intro Ultrafertil.


l.	For all purposes of this letter agreement:



i.	the “ Comfort Letter ” shall mean that certain Comfort Letter, from VLI to the Company, dated as of December 29, 2014 (the “ Comfort Letter ”), pursuant to which, among other matters, VLI agreed to indemnify the Company for losses to the extent arising out of any default of the obligations of Ultrafertil under the BNDES Loan Agreement related to the pledge of shares TUF made to Banco Nacional de Desenvolvimento Econômico e Social – BNDES (“ BNDES ”) of its shares in Ultrafertil;

ii.	the “ BNDES Loan Agreement ” shall mean that loan agreement, by and between Ultrafertil and BNDES, dated as of December 30, 2014; and



iii.	the “ Pledge Agreement ” shall mean the share pledge agreement entered into by BNDES, Pentágono S.A. DTVM, TUF and Banco Santander (Brasil) S.A., dated as of August 18, 2015.


2.	Amendments to the Purchase Agreement and Sellers Disclosure Schedules .

The first clause of Section 2.04(a) of the Purchase Agreement, which reads “an amount in cash (the “ Cash Purchase Price ”) equal to one billion and two hundred and fifty million dollars ($1,250,000,000)” is hereby amended and restated in its entirety to read as follows: “an amount in cash (the “ Cash Purchase Price ”) equal to one billion and one hundred and fifty million dollars ($1,150,000,000)”.


b.	Section 2.04(a) is hereby amended by removing the word “and” at the end of clause (xiii) thereof and adding the following new clause (xiv) immediately following such clause (xiii): “(xiv) minus , the amount set forth in Part II of the CapEx Budget; and”.


c.	The definition of “ Target Forfaiting Amount ” set forth in Article I of the Purchase Agreement is hereby amended and restated in its entirety to mean: “an amount equal to ninety two million dollars ($92,000,000)”.


d.	The CapEx Budget set forth in Annex 5.01(a) of the Sellers Disclosure Schedules is hereby amended and restated in its entirety to read as set forth in Exhibit C hereto.


e.	Section 2.04(b) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: “34,176,574 validly issued, fully paid and non-assessable shares of Buyer Common Stock, free and clear of all Encumbrances (the “ Buyer Shares ”)”.

The first sentence of Section 2.03 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: “The closing of the transactions contemplated by Section 2.01 of this Agreement (the “ Closing ”) shall take place (a) with respect to the transfer of the Shares, at the offices of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Sellers, located at Rua Professor Atílio Innocenti, 165, 14th Floor, São Paulo, SP 04538-000, Brazil, and (b) with respect to the transfer of the HoldCo Shares, at the offices of the Notary at Houthoff Buruma Coöperatief U.A., Weena 355, 3013 AL Rotterdam, the Netherlands, in each case at 8:00 a.m. (São Paulo time) on the later of (x) the following Business Day after all of the closing conditions set forth in Article VIII have been satisfied or, to the extent permitted by applicable Law, waived (other than those conditions which, by their nature, are to be satisfied at the Closing) and (y) January 8, 2018, or such other date, time or place as is mutually agreed upon by Buyer and Parent.”


g.	Section 10.01(b) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: “By either Parent or Buyer, if the Closing shall not

have occurred on or before January 16, 2018 (the “ Termination Date ”); provided , however , that a Party may not terminate this Agreement under this Section 10.01(b) if such Party is at such time in material breach of any covenant or agreement contained in this Agreement or that certain letter agreement, dated as of December 28, 2017, by and among the Sellers and Buyer.”

Section 3.04(a) of the Purchase Agreement is hereby amended and restated to add a new sentence to the end of Section 3.04(a) which reads as follows: “Notwithstanding anything to the contrary in this Section 3.04(a) , as of the Closing, the number of authorized, issued and outstanding shares of capital stock or other equity interests of the Company and the identity of each Person who holds such shares of capital stock or other equity interests of the Company shall be as set forth in Exhibit D to that certain letter agreement, dated as of December 28, 2017, by and among the Sellers and Buyer.”

The definition of “Company Material Adverse Effect” in the Purchase Agreement is hereby amended to remove “and” immediately before clause (K) in the proviso thereof and to add the following new clause (L) immediately following such clause (K): “and (L) any Adverse Business Development (as defined in that certain letter agreement, dated as of December 28, 2017, by and among the Sellers and Buyer)”.


3.	Buyer Waivers and Other Agreements .


a.	Pursuant to Section 12.05 of the Purchase Agreement, Buyer hereby unconditionally and irrevocably waives:



i.	all of the closing conditions set forth in Sections 8.01 and 8.02 of the Purchase Agreement (other than the closing conditions set forth in Sections 8.01(c) and 8.02(e) of the Purchase Agreement);

ii.	its right to terminate the Purchase Agreement pursuant to Section 10.01(d) of the Purchase Agreement, except in the case of a Willful Breach by either Seller after the date of this letter agreement;

iii.	on its own behalf and on behalf of all Buyer Indemnified Persons, any right to indemnification such Persons may have pursuant to Section 11.02(a) or Section 11.02(b) of the Purchase Agreement in respect of Losses to the extent arising out of or resulting from any Adverse Business Development (as defined below) or the Completion of the Rural Property Restructuring (as defined below); and



iv.	effective as of and conditioned upon the completion of, the transfer of all of the issued and outstanding capital stock of Compañia Miski Mayo S.R.L. (the “ CMMM Interests ”) owned by Vale Exploraciones Chile Limitada (“ Vale Chile ”) to Vale Fertilizer International Holdings B.V. (“ VFIH ”) on or prior to the Closing Date (the “ CMMM Disposition ”), (A) the obligation and agreement by Parent under Section 2.01 of the Purchase Agreement to cause Vale Chile to sell, assign, convey, transfer and deliver to Buyer all of the CMMM Interests (including all of Vale Chile’s right, title and interest therein) and (B) subject to clause (b) below, each other representation, warranty, obligation and agreement of the Sellers set forth in the Purchase Agreement to the extent such other representation, warranty, obligation or agreement relates to the transfer of CMMM Interests from Vale Chile to Buyer.


b.	The Sellers and Buyer hereby agree that:



i.	“ Adverse Business Development ” shall mean any and all Effects relating to the Business of which Buyer has Knowledge as of the date of this letter agreement;

ii.	“ Completion of the Rural Property Restructuring ” shall mean any and all actions taken or failed to be taken by the Sellers, the Company Group or Brazil Landco that relate to the Rural Property in Brazil, the Brazil Rural Property Restructuring, or the Owned Real Property to the extent relating to the Rural Property in Brazil (in each case, including any purchase, sale, exchange or other substitution of any Rural Property in Brazil and the execution of any Commitments for the Granting of a Surface Rights Deed ( Promessa de Concessão de Direito de Superfície ) in respect thereof), of which Buyer has Knowledge of as of the date of this letter agreement; and

iii.	for all purposes of this Section ‎3.b (including for purposes of the definition of Adverse Business Development as it is used in the Purchase Agreement), “ Knowledge ” shall mean, as it relates to Buyer, the actual knowledge of the individuals set forth on Exhibit E hereto and on Section 1.01(b) of the Buyer Disclosure Schedules, in each case, after reasonable inquiry by such individual of the employees that report directly to such individual; and



iv.	Effective as of and conditioned upon the completion of the CMMM Disposition, (A) for purposes of the representation and warranty of the Sellers set forth in the third sentence of Section 3.04(c) of the Purchase Agreement, such sentence shall be deemed to be restated to read in its entirety as follows: “At the Closing, VFIH will be the record, legal and beneficial owner of, and hold good, valid and marketable title to, the CMMM Interests, free and clear of all Encumbrances” and (B) the Sellers, Vale Chile, VFIH, MVM Resources International B.V., Compañia Miski Mayo S.R.L. and any of their respective Affiliates may take and perform, or cause to be taken or performed, any and all further actions, and to execute and deliver any and all other agreements, certificates, instruments and documents in order to consummate the CMMM Disposition (including executing and delivering that Acta de Junta General Universal de Socios of Compañia Miski Mayo S.R.L., the preliminary and public deeds relating to the assignment of the Convenio de Participacionistas , the preliminary and public deeds relating to the CMMM Disposition and any applicable power of attorney or notarial certificate).

No Admissions. Nothing in this letter agreement is intended to or shall be deemed to constitute an admission that, absent the foregoing, any of the matters described herein would give rise to or constitute any breach, inaccuracy or failure to perform by any Seller of any of its representations, warranties, covenants, agreements or obligations, or any right or remedy of Buyer, under the Purchase Agreement.


5.	Ancillary Agreements . Notwithstanding anything to the contrary set forth in the Purchase Agreement, including Section 5.13 thereof, Parent and Buyer hereby agree that:


a.	the Ancillary Agreements will be deemed not to be Related Party Contracts and will not be terminated prior to the Closing;

b. the Sellers (or one or more of their respective Affiliates) and the Company shall enter into, execute and deliver the following Contracts prior to or on the Closing Date and that each such Contract shall be deemed not to be a Related Party Contract:



i.	Tolling Agreement ( Contrato de Acondicionamento para Apresentação de Produto ) in the form set forth in Exhibit F hereto;

ii.	Supply Agreement for Triple Superphosphate – TSP ( Contrato de Fornecimento ) in the form set forth in Exhibit G hereto; and

iii.	Consultancy Agreement, to be entered into by and between the Company and Vale International SA, in a form to be mutually agreed upon by the Parties; and


c.	the Sellers (or one or more of their respective Affiliates) shall enter into, execute and deliver the Section 362(e)(2)(C) Agreement in the form set forth in Exhibit H hereto prior to the Closing Date and that each such Contract shall be deemed not to be a Related Party Contract.


6.	Sellers’ and Buyer’s Authority Relative to this Letter Agreement .

Each of the Sellers hereby represents and warrants to Buyer as follows: (i) each of the Sellers has all requisite corporate power and authority to execute, deliver and perform this letter agreement and to consummate the transactions contemplated hereby; (ii) the execution and delivery by each of the Sellers of this letter agreement, the performance by each of the Sellers of its obligations hereunder and the consummation by each of the Sellers of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate and other similar action on the part of each of the Sellers (including on the part of their respective boards of directors or similar governing bodies), and no other corporate or other similar actions or proceedings on the part of either Seller are necessary to authorize the execution, delivery and performance by such Seller of this letter agreement or the transactions contemplated hereby; (iii) each of the Sellers has duly and validly executed and delivered this letter agreement; and (iv) this letter agreement constitutes, assuming due execution and delivery hereof by all other parties hereto, the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as may be limited by the Enforceability Limitations.

Buyer hereby represents and warrants to the Sellers as follows: (i) Buyer has all requisite corporate power and authority to execute, deliver and perform this letter agreement and to consummate the transactions contemplated hereby; (ii) the execution and delivery by Buyer of this letter agreement, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate and other similar action on the part of Buyer (including on the part of its board of directors), and no other corporate or other similar actions or proceedings on the part of Buyer are necessary to authorize the execution, delivery and performance by Buyer of this letter agreement or the transactions contemplated hereby; (iii) Buyer has duly and validly executed and delivered this letter agreement; and (iv) this letter agreement constitutes, assuming due execution and delivery hereof by all other parties hereto, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as may be limited by the Enforceability Limitations.

References in the Purchase Agreement . After giving effect to this letter agreement, each reference in the Purchase Agreement to “this Agreement”, “hereof”, “hereunder”, “herein” or words of like import referring to the Purchase Agreement shall refer to the Purchase Agreement as amended by this letter agreement, and all references in the Sellers Disclosure Schedules and the Buyer Disclosure Schedules to “the Agreement” shall refer to the Purchase Agreement as amended by this letter agreement. Except as expressly provided in this letter agreement, all references in the Purchase Agreement, the Sellers Disclosure Schedules and the Buyer Disclosure Schedules to “the date hereof” and “the date of this Agreement” shall refer to December 19, 2016.


8.	No Changes to Purchase Agreement . Except as set forth in this letter agreement, the Purchase Agreement and all of the terms and conditions contained therein (as amended by this letter agreement) shall remain in full force and effect, and the Purchase Agreement and all of the terms and conditions contained therein are hereby reaffirmed, ratified and approved in all respects.

Entire Understanding . This letter agreement, together with the Purchase Agreement (including the Sellers Disclosure Schedules and the Buyer Disclosure Schedules), the Confidentiality Agreement, the Ancillary Agreements, that letter agreement, dated as of March 6, 2017, by and between Parent and Buyer, and the TUF Purchase Agreement and those consents and authorizations relating to the Purchase Agreement exchanged by and between Parent and Buyer from time to time (including by electronic mail), sets forth the sole and entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby and thereby and supersedes any and all prior representations, warranties, agreements, arrangements and understandings, both written and oral, among the parties hereto relating to the subject matter hereof and thereof.


10.	Applicable Law . This letter agreement shall be governed by, and construed and enforced in accordance with, the internal Laws of the State of New York without giving effect to the principles of conflicts of law thereof.


11.	Submission to Jurisdiction .


a.	Buyer and Parent each irrevocably agree that the New York Courts shall have exclusive jurisdiction to settle any claims, differences or disputes which may arise out of or in connection with this letter agreement.

Buyer and Parent each irrevocably and unconditionally submits to the jurisdiction of the New York Courts for such purpose and waives any objection it may now or hereafter have to the laying of the venue of any proceedings in any New York Court and any claim that any proceedings brought in any such court have been brought in an inconvenient forum. Each of Buyer and Parent further irrevocably agrees that a final judgment in any proceedings brought in an applicable New York Court shall be conclusive and binding upon the parties hereto and may be enforced in the courts of any other jurisdiction.

EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS LETTER AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HERETO HAS

REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH 11(c).


12.	Counterparts . This letter agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same original instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF , the parties hereto have caused this letter agreement to be duly executed and delivered as of the date first above written.



VALE S.A.

By:	/s/ Patricia Rodrigues Scheel
	Name:	Patricia Rodrigues Scheel
	Title:	Attorney-in-Law

By:	/s/ Ivan M. Fadel
	Name:	Ivan M. Fadel
	Title:	Attorney-in-Law

[Signature Page to Letter Agreement]



VALE FERTILIZER NETHERLANDS B.V.

By:	/s/ Patricia Rodrigues Scheel
	Name:	Patricia Rodrigues Scheel
	Title:	Attorney-in-Law

[Signature Page to Letter Agreement]



THE MOSAIC COMPANY

By:	/s/ Mark Isaacson
	Name:	Mark Isaacson
	Title:	Senior Vice President, General Counsel and Corporate Secretary

[Signature Page to Letter Agreement]

Exhibit 99.1



	The Mosaic Company 3033 Campus Drive, Suite E490 Plymouth, MN 55441 www.mosaicco.com

FOR IMMEDIATE RELEASE



Media Ben Pratt The Mosaic Company 763-577-6102 benjamin.pratt@mosaicco.com	Investors Laura Gagnon The Mosaic Company 763-577-8213 investor@mosaicco.com

THE MOSAIC COMPANY ANNOUNCES MODIFICATIONS TO PENDING VALE FERTILIZANTES TRANSACTION

PLYMOUTH, MN, January 2, 2018 - The Mosaic Company (NYSE: MOS) today announced modifications to the definitive agreement with Vale S.A., including reduced consideration for the acquisition of Vale Fertilizantes. The changes include:


•	A reduction in the purchase price consideration to $1.15 billion in cash and 34.2 million shares of The Mosaic Company (Mosaic) common stock.


•	Vale S.A. will retain equity ownership in the TIPLAM port and Mosaic will continue to have the right to use the TIPLAM port facility in accordance with commercial arrangements entered into between the parties.

“Our conviction in the long-term outlook for the business and the promise of Brazil has not changed,” said Joc O’Rourke, President and CEO. “We look forward to completing the transaction and working to realize the exceptional opportunity this acquisition presents.”

The transaction is expected to close on or about January 8, 2018.

About The Mosaic Company

The Mosaic Company is one of the world's leading producers and marketers of concentrated phosphate and potash crop nutrients. Mosaic is a single source provider of phosphate and potash fertilizers and feed ingredients for the global agriculture industry. More information on the Company is available at www.mosaicco.com .

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This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about our proposed acquisition of the global phosphate and potash operations of Vale S.A. (“Vale”) conducted through Vale Fertilizantes S.A. (the “Transaction”) and the anticipated benefits and synergies of the proposed Transaction, other proposed or pending future transactions or strategic plans and other statements about future financial and operating results. Such statements are based upon the current beliefs and expectations of The Mosaic Company’s management and are subject to significant risks and uncertainties. These risks and uncertainties include, but are not limited to: risks and uncertainties arising from the possibility that the closing of the proposed Transaction may be delayed or may not occur, including due to any inability to satisfy closing conditions; difficulties with realization of the benefits of the proposed Transaction, including the risks that the acquired business may not be integrated successfully or that the anticipated synergies or cost or capital expenditure savings from the Transaction may not be fully realized or may take longer to realize than expected, including because of political and economic instability in Brazil or changes in government policy in Brazil; the predictability and volatility of, and customer expectations about, agriculture, fertilizer, raw material, energy and transportation markets that are subject to competitive and other pressures and economic and credit market conditions; the level of inventories in the distribution channels for crop nutrients; the effect of future product innovations or development of new technologies on demand for our products; changes in foreign currency and exchange rates; international trade risks and other risks associated with Mosaic’s international operations and those of joint ventures in which Mosaic participates, including the performance of the Wa’ad Al Shamal Phosphate Company (also known as MWSPC) and the entity operating the Miski Mayo mine, the risk that protests against natural resource companies in Peru extend to or impact the Miski Mayo mine, the ability of MWSPC to obtain additional planned funding in acceptable amounts and upon acceptable terms, the timely development and commencement of operations of production facilities in the Kingdom of Saudi Arabia, the future success of current plans for MWSPC and any future changes in those plans; difficulties with realization of the benefits of our long term natural gas based pricing ammonia supply agreement with CF Industries, Inc., including the risk that the cost savings initially anticipated from the agreement may not be fully realized over its term or that the price of natural gas or ammonia during the term are at levels at which the pricing is disadvantageous to Mosaic; customer defaults; the effects of Mosaic’s decisions to exit business operations or locations; changes in government policy; changes in environmental and other governmental regulation, including expansion of the types and extent of water resources regulated under federal law, carbon taxes or other greenhouse gas regulation, implementation of numeric water quality standards for the discharge of nutrients into Florida waterways or efforts to reduce the flow of excess nutrients into the Mississippi River basin, the Gulf of Mexico or elsewhere; further developments in judicial or administrative proceedings, or complaints that Mosaic’s operations are adversely impacting nearby farms, business operations or properties; difficulties or delays in receiving, increased costs of or challenges to necessary governmental permits or approvals or increased financial assurance requirements; resolution of global tax audit activity; the effectiveness of Mosaic’s processes for managing its strategic priorities; adverse weather conditions affecting operations in Central Florida, the Mississippi River basin, the

Gulf Coast of the United States or Canada, and including potential hurricanes, excess heat, cold, snow, rainfall or drought; actual costs of various items differing from management’s current estimates, including, among others, asset retirement, environmental remediation, reclamation or other environmental regulation, Canadian resources taxes and royalties, or the costs of the MWSPC, its existing or future funding and Mosaic’s commitments in support of such funding; reduction of Mosaic’s available cash and liquidity, and increased leverage, due to its use of cash and/or available debt capacity to fund financial assurance requirements and strategic investments; brine inflows at Mosaic’s Esterhazy, Saskatchewan, potash mine or other potash shaft mines; other accidents and disruptions involving Mosaic’s operations, including potential mine fires, floods, explosions, seismic events, sinkholes or releases of hazardous or volatile chemicals; and risks associated with cyber security, including reputational loss, as well as other risks and uncertainties reported from time to time in The Mosaic Company’s reports filed with the Securities and Exchange Commission. Actual results may differ from those set forth in the forward-looking statements.

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