PotashCorp Prices Offering of US $500 Million of 10-Year Notes

Symbol: POT
Listed: TSX, NYSE

SASKATOON, Dec. 1, 2016 /CNW/ - Potash Corporation of Saskatchewan Inc. (PotashCorp) today announced that it has priced an offering of US $500 million aggregate principal amount of 4.000 percent notes due December l5, 2026.

Goldman, Sachs & Co., Morgan Stanley, RBC Capital Markets and Scotiabank are acting as joint book-running managers of the offering. BMO Capital Markets, BofA Merrill Lynch, CIBC Capital Markets, HSBC, MUFG, Rabo Securities, TD Securities, SMBC Nikko, UBS Securities LLC and Wells Fargo Securities are acting as co-managers of the offering.

PotashCorp intends to use the net proceeds of the offering to refinance existing debt, which may include repaying a portion of the outstanding amounts under our commercial paper facilities or redeeming our US $500,000,000 aggregate principal amount of outstanding 3.250 percent notes prior to maturity on December 1, 2017. The offering is expected to close on December 6, 2016, subject to customary closing conditions.

The offering is being made under an automatic shelf registration statement filed with, and declared effective by, the Securities and Exchange Commission on June 29, 2016. The offering may be made only by means of a prospectus and related prospectus supplement, copies of which may be obtained by contacting Goldman, Sachs & Co., Prospectus Department, 200 West Street, New York, NY 10282, telephone: [phone], facsimile: 212-902-9316, email [email protected]; Morgan Stanley & Co. LLC, 180 Varick Street, New York, NY 10014, Attn: Prospectus Department, telephone: [phone], email [email protected]; RBC Capital Markets, LLC, Three World Financial Center, 200 Vesey St. 8^th Floor, New York, NY 10281, telephone: [phone]; or Scotia Capital (USA) Inc., 250 Vesey Street, New York, NY 10281, telephone: [phone].  An electronic copy of the registration statement and issuer free writing prospectus and related preliminary prospectus supplement, together with the prospectus, is available on the SEC's website.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the securities will be made exclusively by means of a prospectus and related prospectus supplement.

PotashCorp is the world's largest crop nutrient company and plays an integral role in global food production. The company produces the essential nutrients required to help farmers grow healthier, more abundant crops. With global population rising and diets improving in developing countries, these nutrients offer a responsible and practical solution to meeting the long-term demand for food. PotashCorp is the largest producer, by capacity, of potash and one of the largest producers of nitrogen and phosphate. While agriculture is its primary market, the company also produces products for animal nutrition and industrial uses. Common shares of Potash Corporation of Saskatchewan Inc. are listed on the Toronto Stock Exchange and the New York Stock Exchange.

This release contains "forward-looking statements" (within the meaning of the US Private Securities Litigation Reform Act of 1995) or "forward-looking information" (within the meaning of applicable Canadian securities legislation) that relate to future events or our future performance. These statements can be identified by expressions of belief, expectation or intention, as well as those statements that are not historical fact. These statements often contain words such as "should," "could," "expect," "forecast," "may," "anticipate," "believe," "intend," "estimates," "plans" and similar expressions. These statements are based on certain factors and assumptions as set forth in this document, including with respect to: foreign exchange rates, expected growth, results of operations, performance, business prospects and opportunities, including the proposed merger of equals with Agrium Inc. ("Agrium"), and effective tax rates. While we consider these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect. Forward-looking statements are subject to risks and uncertainties that are difficult to predict. The results or events set forth in forward-looking statements may differ materially from actual results or events. Several factors could cause actual results or events to differ materially from those expressed in forward-looking statements including, but not limited to, the following: our proposed merger of equals transaction with Agrium, including the failure to satisfy all required conditions, including required regulatory approvals, or to satisfy or obtain waivers with respect to all other closing conditions in a timely manner and on favorable terms or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the arrangement agreement; certain costs that we may incur in connection with the proposed merger of equals; certain restrictions in the arrangement agreement on our ability to take action outside the ordinary course of business without the consent of Agrium; the effect of the announcement of the proposed merger of equals on our ability to retain customers, suppliers and personnel and on our operating future business and operations generally; risks related to diversion of management time from ongoing business operations due to the proposed merger of equals; failure to realize the anticipated benefits of the proposed merger of equals and to successfully integrate Agrium and PotashCorp; the risk that our credit ratings may be downgraded or there may be adverse conditions in the credit markets; variations from our assumptions with respect to foreign exchange rates, expected growth, results of operations, performance, business prospects and opportunities, and effective tax rates; fluctuations in supply and demand in the fertilizer, sulfur and petrochemical markets; changes in competitive pressures, including pricing pressures; risks and uncertainties related to any operating and workforce changes made in response to our industry and the markets we serve, including mine and inventory shutdowns; adverse or uncertain economic conditions and changes in credit and financial markets; economic and political uncertainty around the world; changes in capital markets; the results of sales contract negotiations within major markets; unexpected or adverse weather conditions; changes in currency and exchange rates; risks related to reputational loss; the occurrence of a major safety incident; inadequate insurance coverage for a significant liability; inability to obtain relevant permits for our operations; catastrophic events or malicious acts, including terrorism; certain complications that may arise in our mining process, including water inflows; risks and uncertainties related to our international operations and assets; our ownership of non-controlling equity interests in other companies; our prospects to reinvest capital in strategic opportunities and acquisitions; risks associated with natural gas and other hedging activities; security risks related to our information technology systems; imprecision in reserve estimates; costs and availability of transportation and distribution for our raw materials and products, including railcars and ocean freight; changes in, and the effects of, government policies and regulations; earnings and the decisions of taxing authorities which could affect our effective tax rates; increases in the price or reduced availability of the raw materials that we use; our ability to attract, develop, engage and retain skilled employees; strikes or other forms of work stoppage or slowdowns; rates of return on, and the risks associated with, our investments and capital expenditures; timing and impact of capital expenditures; the impact of further innovation; adverse developments in new and pending legal proceedings or government investigations; and violations of our governance and compliance policies. These risks and uncertainties are discussed in more detail under the headings "Risk Factors" and "Management's Discussion and Analysis of Results and Operations and Financial Condition" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and in other documents and reports subsequently filed by us with the US Securities and Exchange Commission and the Canadian provincial securities commissions. Forward-looking statements are given only as of the date hereof and we disclaim any obligation to update or revise any forward-looking statements in this release, whether as a result of new information, future events or otherwise, except as required by law.

SOURCE Potash Corporation of Saskatchewan Inc.

Investors: Denita Stann, Senior Vice President, Investor and Public Relations, Phone: [phone], Fax: [phone], Email: [email protected]; Media: Randy Burton, Director, Public Relations and Communications, Phone: [phone], Fax: [phone], Email: [email protected]