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Section 1: 8-K (8-K - PLANT CITY PHOSPHATES FACILITY CLOSURE)

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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
Date of Report (Date of earliest event reported): June 18, 2019  
 
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):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
MOS
New York Stock Exchange
 
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
¨
Emerging growth company
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨
 





Item 2.06.
Material Impairments.
On June 18, 2019, the Mosaic Company  (the “Company”) announced that it will close its idled Plant City phosphate facility in Hillsborough County, Florida. The Company currently estimates that it will incur a notable non-cash charge to be recorded in the second fiscal quarter of 2019 of up to $390 million for the permanent closure of the facility, including asset write-offs and an increase of the asset retirement obligation liability.
Item 7.01.
Regulation FD Disclosure.
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 of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing:
Press release of The Mosaic Company, dated June 18, 2019, furnished herewith as Exhibit 99.1.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
 
Description
99.1
 

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: June 18, 2019
 
 
 
By:
 
/s/ Mark J. Isaacson
 
 
 
 
Name:
 
Mark J. Isaacson
 
 
 
 
Title:
 
Senior Vice President, General Counsel
 
 
 
 
 
 
and Corporate Secretary



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Section 2: EX-99.1 (EXHIBIT 99.1 - PRESS RELEASE RE PLANT CITY CLOSURE)

Exhibit


Exhibit 99.1
 
 
 
 
 
398374995_image1a22.jpg
 
 
 
The Mosaic Company
www.mosaicco.com
Media
Ben Pratt
The Mosaic Company
763-577-6102
  
Investors
Laura Gagnon
The Mosaic Company
763-577-8213
  
 
FOR IMMEDIATE RELEASE
 
 
 
 

 
MOSAIC ANNOUNCES CLOSURE OF
PLANT CITY PHOSPHATES MANUFACTURING FACILITY

PLYMOUTH, MINNESOTA - June 18, 2019 -The Mosaic Company (NYSE: MOS) today announced that it will close its idled Plant City phosphates manufacturing facility in Hillsborough County, Florida.

The small team of Mosaic employees currently responsible for care and maintenance activities will remain on site to manage closure and compliance responsibilities over the next several years.

Operational since 1975, Plant City produced approximately 1.3 million tonnes of finished phosphates in 2017, its last year of operation. The plant was idled in late 2017 because it was one of the higher cost phosphates facilities in Mosaic’s Florida Operations and due to global phosphate market conditions.

“Our decision to close the Plant City phosphate facility reaffirms our commitment to low-cost operation,” said Mosaic President and CEO Joc O’Rourke. “We will continue to meet global demand for high-quality phosphate fertilizers with production from our low-cost facilities in Florida, Louisiana, Brazil and Peru, and through our joint venture in Saudi Arabia.”

During the second quarter, Mosaic expects to recognize a notable non-cash charge of up to $390 million for the permanent closure of the facility, including asset write-offs and an increase of the asset retirement obligation liability. Annual cash payments to manage the closure of the facility over the next five years are expected to be similar to payments incurred while the plant was idle in 2018. Mosaic will seek to mitigate a portion of closure costs by evaluating innovative approaches to water management and to repurposing part of the facility for productive use.

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 release 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 the anticipated benefits or strategic plans and other statements about anticipated future financial, production, operating performance, impacts to financial statements as a result of write-offs and accelerated asset retirement obligations. Such statements are based upon the current beliefs and expectations of The Mosaic Company’s management and are subject to significant risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, such statements. These risks and uncertainties include, but are not limited to: difficulties with realization of the benefits or strategic plans; actual costs of various items differing from management’s current estimates, price and demand volatility for our products, other changes in market conditions, accidents and disruptions, including potential mine fires, floods, explosions, seismic events, sinkholes or releases of hazardous or volatile chemicals; changes in foreign currency and exchange rates; international trade risks and other risks associated with Mosaic's international operations, changes in government policy, changes in environmental and other governmental regulation, 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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