Mosaic’s Public Offering of Common Stock and Spin-Off from Cargill

On May 25, 2011, The Mosaic Company announced that a secondary offering of 115 million shares of its common stock has closed at a public offering price of $65 per share, for aggregate gross offering proceeds of approximately $7.475 billion. The offering is part of Cargill, Incorporated’s exchange of its approximately 64 percent interest in Mosaic with Cargill stockholders and certain debt holders. Cravath represented Credit Suisse Securities, J.P. Morgan Securities and UBS Securities as joint book-running managers for the offering and Credit Suisse and J.P. Morgan as exchanging debt holders.

The secondary offering is comprised of 107.5 million shares owned by Cargill’s debt holders following a debt-for-equity exchange and 7.5 million shares owned by a charitable trust and foundation formed through the estate planning of Margaret A. Cargill.

The Cravath team working on the offering and debt exchange was led by partner William V. Fogg and included senior attorney Daniel A. O’Shea and associates Jane K. Manning and Elizabeth R. Gottshall on corporate matters; and partner Andrew W. Needham and associate J. Leonard Teti II on tax matters.