e424b2
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-154917
CALCULATION OF REGISTRATION FEE
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Title of each class of |
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securities to be registered |
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Amount to be registered |
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Amount of registration fee |
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Debt Securities |
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$ |
300,000,000 |
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(1 |
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(1) |
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In accordance with Rule 457(p) under the Securities Act of 1933, the registrant is
offsetting the registration fee required hereby as follows: $123,585 that has already been paid and
was carried over with respect to securities previously registered pursuant to Registration No.
333-88542, filed May 24, 2005, and not sold thereunder, such amount having been offset against
registration fees in the total amount of $41,265 to date, making $82,320 available for offset
against the registration fee of $34,830 required hereby, leaving an unused balance of $47,490 for
possible use in connection with future registrations. Pursuant to Rule 457(p), such unutilized
registration fees are being offset against the registration fee payable pursuant to this
registration statement. |
Prospectus Supplement to Prospectus dated October 31, 2008.
$300,000,000
Monsanto Company
2-¾% Senior Notes due 2016
We are offering $300,000,000 principal amount of 2-¾% senior notes due 2016. We
will pay interest on the notes on April 15 and October 15 of each year. The first
such payment will be made on October 15, 2011. The notes will mature
on April 15, 2016. We may
redeem some or all the notes at any time at the redemption price described under Description of
Notes Optional Redemption. If we experience a change of control triggering event, we may be
required to offer to purchase the notes from holders. See Description of Notes Offer to
Repurchase Upon Change of Control Triggering Event. The notes will be issued only in
denominations of $2,000 and integral multiples of $1,000.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this prospectus
supplement or the accompanying prospectus. Any representation to the contrary is a criminal
offense.
Before investing in the notes, you should consider the risks that are described under Risk
Factors in our Annual Report on Form 10-K for the year ended August 31, 2010 and in our quarterly
report on Form 10-Q for the quarter ended February 28, 2011.
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Per Note |
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Total |
Initial public offering price |
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99.787% |
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$ |
299,361,000 |
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Underwriting discount |
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.600% |
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$ |
1,800,000 |
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Proceeds, before expenses, to Monsanto |
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99.187% |
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$ |
297,561,000 |
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The initial public offering price set forth above does not include accrued interest, if any.
Interest on the notes will accrue from April 15, 2011 and must be paid by the
purchasers if the notes are delivered after April 15, 2011.
The underwriters expect to deliver the notes through the book-entry delivery system facilities
of The Depository Trust Company and its participants, including Clearstream and the Euroclear
System against payment in New York, New York on or about April 15, 2011.
Joint Book-Running Managers
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Goldman, Sachs & Co.
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BofA Merrill Lynch |
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Barclays
Capital
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Mitsubishi
UFJ Securities |
Co-Managers
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Citi |
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J.P. Morgan |
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Morgan Stanley
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RBS |
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Credit Agricole CIB
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Mizuho Securities
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Rabo Securities
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Wells Fargo Securities |
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BNY Mellon Capital Markets, LLC
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Fifth Third Securities, Inc.
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Santander
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SOCIETE GENERALE |
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Standard Chartered Bank |
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The Williams Capital Group, L.P. |
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UniCredit Capital Markets |
Prospectus Supplement dated April 12, 2011.
TABLE OF CONTENTS
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Page |
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Prospectus Supplement
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About this Prospectus Supplement |
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S-ii |
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Caution Regarding Forward-Looking Statements |
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S-ii |
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Prospectus Supplement Summary |
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S-1 |
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Risk Factors |
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S-4 |
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Use of Proceeds |
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S-5 |
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Description of Notes |
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S-6 |
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Material United States Federal Income Tax Considerations |
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S-13 |
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Underwriting |
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S-18 |
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Legal Matters |
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S-21 |
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Experts |
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S-21 |
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Prospectus
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Where You Can Find More Information |
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1 |
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Risk Factors |
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2 |
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About this Prospectus |
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2 |
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Information about Monsanto |
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3 |
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Use of Proceeds |
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3 |
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Description of Debt Securities |
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4 |
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Description of Capital Stock |
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12 |
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Description of Warrants and Warrant Units |
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16 |
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Description of Purchase Contracts and Purchase Units |
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17 |
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Plan of Distribution |
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18 |
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Legal Matters |
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19 |
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Experts |
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19 |
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S-i
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which contains
the terms of this offering of notes. The second part is the prospectus dated October 31, 2008,
which is part of our Registration Statement on Form S-3.
This prospectus supplement may add to, update or change the information in the accompanying
prospectus. If information in this prospectus supplement is inconsistent with information in the
accompanying prospectus, this prospectus supplement will apply and will supersede that information
in the accompanying prospectus.
It is important for you to read and consider all information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus in making your investment
decision. You should also read and consider the information in the documents to which we have
referred you in Where You Can Find More Information in the accompanying prospectus.
You should rely only on the information contained in or incorporated by reference in this
prospectus supplement and the accompanying prospectus. No person is authorized to give any
information or to make any representations other than those contained or incorporated by reference
in this prospectus supplement or the accompanying prospectus and, if given or made, such
information or representations must not be relied upon as having been authorized. We take no
responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you. This prospectus supplement and the accompanying prospectus do not
constitute an offer to sell or the solicitation of an offer to buy any securities other than the
securities described in this prospectus supplement or an offer to sell or the solicitation of an
offer to buy such securities in any circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this prospectus supplement and the accompanying prospectus, nor any sale
made hereunder, shall under any circumstances create any implication that there has been no change
in our affairs since the date of this prospectus supplement, or that the information contained or
incorporated by reference in this prospectus supplement or the accompanying prospectus is correct
as of any time subsequent to the date of such information.
The distribution of this prospectus supplement and the accompanying prospectus and the
offering of the notes in certain jurisdictions may be restricted by law. This prospectus supplement
and the accompanying prospectus do not constitute an offer, or an invitation on our behalf or the
underwriters or any of them, to subscribe to or purchase any of the notes, and may not be used for
or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an
offer or solicitation is not authorized or to any person to whom it is unlawful to make such an
offer or solicitation. See Underwriting.
As used in this prospectus supplement, unless otherwise indicated, Monsanto, the company,
we, our and us are used interchangeably to refer to Monsanto Company or to Monsanto Company
and its subsidiaries, as appropriate to the context.
Trademarks owned or licensed by Monsanto or its subsidiaries are shown in italics. Unless
otherwise indicated, references to Roundup herbicides mean Roundup branded herbicides, excluding
all lawn-and-garden herbicides, and references to Roundup and other glyphosate-based herbicides
exclude all lawn-and-garden herbicides.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
In this prospectus supplement and the accompanying prospectus, including the information
incorporated by reference herein and therein, we share our expectations for our companys future
performance. These forward-looking statements include statements about: our business plans; the
potential development, regulatory approval, and public acceptance of our products; our expected
financial performance, including sales performance, and the anticipated effect of our strategic
actions; the anticipated benefits of recent acquisitions; the outcome of contingencies, such as
litigation; domestic or international economic, political and market conditions; and other factors
that could affect our future
results of operations or financial position. Any statements we make that are not matters of
current reportage or historical fact should be considered forward-looking. Such statements often
include words such as believe, expect, anticipate, intend, plan, estimate, will, and
similar expressions. By their nature, these types of statements are uncertain and are not
guarantees of our future performance.
S-ii
Since these statements are based on factors that involve risks and uncertainties, our
companys actual performance and results may differ materially from those described or implied by
such forward-looking statements. Factors that could cause or contribute to such differences
include, among others: continued competition in seeds, traits and agricultural chemicals; the
companys exposure to various contingencies, including those related to intellectual property
protection, regulatory compliance and the speed with which approvals are received, and public
acceptance of biotechnology products; the success of the companys research and development
activities; the outcomes of major lawsuits; developments related to foreign currencies and
economies; successful operation of recent acquisitions; fluctuations in commodity prices;
compliance with regulations affecting our manufacturing; the accuracy of the companys estimates
related to distribution inventory levels; the companys ability to fund its short-term financing
needs and to obtain payment for the products that it sells; the effect of weather conditions,
natural disasters and accidents on the agriculture business or the companys facilities; and other
risks and factors described or referenced in (i) the accompanying prospectus, (ii) Part II Item
1A Risk Factors of our Report on Form 10-Q for the fiscal quarter ended February 28, 2011 and
(iii) Part I Item 1A of our Report on Form 10-K for the fiscal year ended Aug. 31, 2010.
Our forward-looking statements represent our estimates and expectations and are based on
currently available information at the time that we make those statements. However, circumstances
change constantly, often unpredictably, and many events beyond our control will determine whether
the expectations encompassed in our forward-looking statements will be realized. As a result,
investors should not place undue reliance on these forward-looking statements. We disclaim any
intention or obligation to revise or update any forward-looking statements, or the factors that may
affect their realization, whether as a result of new information, future events or otherwise, and
investors should not rely on us to do so.
S-iii
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information about Monsanto Company and this offering. It does
not contain all of the information that may be important to you in deciding whether to purchase the
notes. We encourage you to read the entire prospectus supplement, the accompanying prospectus and
the documents incorporated by reference in them prior to deciding whether to purchase the notes.
Unless otherwise indicated, Monsanto, the company, we, our and us are used
interchangeably to refer to Monsanto Company or to Monsanto Company and its subsidiaries, as
appropriate to the context.
Monsanto Company
Monsanto Company, along with its subsidiaries, is a leading global provider of agricultural
products for farmers. Our seeds, biotechnology trait products, and herbicides provide farmers with
solutions that improve productivity, reduce the costs of farming, and produce better foods for
consumers and better feed for animals.
We produce leading seed brands, including DEKALB, Asgrow, Deltapine, Seminis, and De Ruiter,
and we develop biotechnology traits that assist farmers in controlling insects and weeds. We
provide other seed companies with genetic material and biotechnology traits for their seed brands.
We also manufacture Roundup brand herbicides and other herbicides and provide lawn-and-garden
herbicide products for the residential market.
Our principal executive offices are located at 800 North Lindbergh Boulevard, St. Louis,
Missouri 63167, and our telephone number is (314) 694-1000.
The Offering
The following summary describes the principal terms of the notes. Certain of the terms and
conditions described below are subject to important limitations and exceptions. See
Description of Notes for a more detailed description of the terms and conditions of the
notes.
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Issuer
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Monsanto Company. |
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Securities Offered
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$300,000,000 aggregate principal amount of 2-¾%
Senior Notes due 2016. |
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Maturity
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April 15, 2016. |
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Interest
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Interest on the notes will accrue from April 15, 2011
and will be payable on April 15 and October 15 of
each year, beginning October 15, 2011. |
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Optional Redemption
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We may redeem the notes, in whole or in part from time
to time, at our option, at a redemption price equal to
the greater of |
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100% of the principal amount of the notes being
redeemed; and |
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the sum of the present value of the remaining
scheduled payments of principal and interest in respect
of the notes being redeemed (exclusive of interest
accrued to the date of redemption) discounted to the
redemption date on a semi-annual basis (assuming a
360-day year of twelve 30-day months), at the Treasury
Rate (as defined herein) plus 10 basis points, |
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plus, in each case, accrued and unpaid interest to the
date of redemption. See Description of Notes
Optional Redemption. |
S-1
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Offer to Repurchase
Upon Change of
Control Triggering
Event
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Upon the occurrence of a Change of Control Triggering
Event (as defined herein), we will be required, unless
we have exercised our right to redeem the notes, within
a specified period, to make an offer to purchase all
notes at a price equal to 101% of the principal amount,
plus any accrued and unpaid interest to the date of
repurchase. See Description of Notes Offer to
Repurchase Upon a Change of Control Triggering Event. |
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Ranking
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The notes will be unsecured and unsubordinated
obligations of Monsanto and will rank on a parity with
all our other unsecured and unsubordinated
indebtedness. The notes will be effectively
subordinated to all liabilities of our subsidiaries,
including trade payables. At February 28, 2011, we had
approximately $2.138 billion of indebtedness
outstanding on a consolidated basis, of which
approximately $89 million was owed by our subsidiaries
to outside parties. See Description of Notes
General. |
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Certain Covenants
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The indenture governing the notes will, among other things, limit our ability to: |
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incur indebtedness secured by operating properties; |
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enter into certain sale and leaseback transactions
with respect to operating properties; and |
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enter into certain mergers, consolidations and
transfers of substantially all of our assets. |
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The above restrictions are subject to significant
exceptions. See Description of Debt Securities
Certain Restrictions in the Indentures and
Description of Debt Securities Consolidation,
Merger and Sale of Assets in the accompanying
prospectus. |
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Form and Denomination
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We will issue the notes in the form of one or more
fully registered global notes registered in the name of
the nominee of The Depository Trust Company (DTC).
Beneficial interests in the notes will be represented
through book-entry accounts of financial institutions
acting on behalf of beneficial owners as direct and
indirect participants in DTC. Clearstream Banking,
société anonyme and Euroclear Bank, S.A./ N.V., as
operator of the Euroclear System, will hold interests
on behalf of their participants through their
respective U.S. depositaries, which in turn will hold
such interests in accounts as participants of DTC.
Except in the limited circumstances described in this
prospectus supplement, owners of beneficial interests
in the notes will not be entitled to have notes
registered in their names, will not receive or be
entitled to receive notes in definitive form and will
not be considered holders of notes under the indenture.
The notes will be issued only in denominations of
$2,000 and integral multiples of $1,000 in excess
thereof. |
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Additional Issuances
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We may from time to time, without notice to or the
consent of the holders of the notes, create and issue
additional debt securities having the same terms
(although they may have a different issue date, public
offering price and/or initial interest payment date)
as, and ranking equally and ratably with, the notes in
all respects, as described under Description of Notes
General. |
S-2
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Use of Proceeds
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We intend to use the net proceeds we receive from the
sale of the notes for general corporate purposes,
including refinancing of our indebtedness. See Use of
Proceeds. |
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Material United
States Federal
Income Tax
Considerations
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See Material United States Federal Income Tax
Considerations. |
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Risk Factors
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Investing in the notes involves risks. See Risk
Factors for a description of certain risks you should
particularly consider before investing in the notes. |
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Governing Law
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The indenture and the notes will be governed by and
construed in accordance with the laws of the State of
New York. |
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Trustee
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The Bank of New York Mellon Trust Company, N.A. |
S-3
RISK FACTORS
You should carefully consider the following risk factors and the information discussed in
Risk Factors in our Annual Report on Form 10-K for the year ended August 31, 2010 and in our
quarterly report on Form 10-Q for the quarter ended February 28, 2011, which is incorporated by
reference into this prospectus supplement and the accompanying prospectus, as well as the other
information included or incorporated by reference into this prospectus supplement and the
accompanying prospectus, before making an investment decision. The following is not intended as,
and should not be construed as, an exhaustive list of relevant risk factors. There may be other
risks that a prospective investor should consider that are relevant to its own particular
circumstances or generally.
The notes are effectively subordinated to the indebtedness of our subsidiaries.
Since we conduct many of our operations through our subsidiaries, our right to participate in
any distribution of the assets of a subsidiary when it winds up its business is subject to the
prior claims of the creditors of the subsidiary. This means that your claims against the assets of
our subsidiaries, as a holder of our notes, will be subject to the prior claims of these creditors
if a subsidiary liquidates or reorganizes or otherwise winds up its business. Unless we are
considered a creditor of the subsidiary, your claims will not be recognized ahead of these
creditors. At February 28, 2011, we had approximately $2.138 billion of indebtedness outstanding on
a consolidated basis, of which approximately $89 million was owed by our subsidiaries to outside
parties.
The notes are not secured by any of our assets and any secured creditors would have a
prior claim on our assets.
The notes are not secured by any of our assets. The terms of the indenture permit us to incur
a certain amount of secured indebtedness without equally and ratably securing the notes. If we
become insolvent or are liquidated, or if payment under any of the agreements governing any secured
debt is accelerated, the lenders under our secured debt agreements will be entitled to exercise the
remedies available to a secured lender. Accordingly, the secured lenders will have a prior claim on
our assets to the extent of their liens, and it is possible that there will be insufficient assets
remaining from which claims of the holders of these notes can be satisfied. As of the date of this
prospectus supplement, we do not have significant amounts of secured indebtedness.
Negative covenants in the indenture offer only limited protection to holders of the notes.
The indenture governing the notes will contain negative covenants that apply to us and our
subsidiaries. However, the indenture does not:
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require us to maintain any financial ratios or specific levels of net worth,
revenues, income, cash flows or liquidity and, accordingly does not protect holders of
the notes in the event that we experience significant adverse changes in our financial
condition or results of operations; |
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limit our ability to incur indebtedness that is equal in right of payment to the
notes; |
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restrict our ability to repurchase or redeem our securities; or |
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restrict our ability to make investments or to repurchase or pay dividends or make
other payments in respect of our common stock or other securities ranking junior to the
notes. |
In addition, the limitation on secured indebtedness covenant in the indenture contains
exceptions that will allow us and our subsidiaries to create, grant or incur liens or security
interests to secure a certain amount of indebtedness and a variety of other obligations without
equally and ratably securing the notes. See Description of Debt Securities Certain Restrictions
in the Indentures in the accompanying
prospectus for a description of this covenant and related definitions. In light of these
exceptions, holders of the notes may be structurally subordinated to new lenders.
S-4
Our credit ratings may not reflect all risks of your investment in the notes.
The credit ratings assigned to the notes are limited in scope, and do not address all material
risks relating to an investment in the notes, but rather reflect only the view of each rating
agency at the time the rating is issued. An explanation of the significance of its rating may be
obtained from each rating agency. There can be no assurance that the credit ratings will remain in
effect for any given period of time or that a rating will not be lowered, suspended or withdrawn
entirely by a rating agency, if, in the rating agencys judgment, circumstances so warrant. Agency
credit ratings are not a recommendation to buy, sell or hold any security. Each agencys rating
should be evaluated independently of any other agencys rating. Actual or anticipated changes or
downgrades in our credit ratings, including any announcement that our ratings are under further
review for a downgrade, could affect the market value of the notes and increase our corporate
borrowing costs.
We may not have the ability to raise the funds necessary to finance the offer to redeem the
notes upon a Change of Control Triggering Event.
Upon the occurrence of a Change of Control Triggering Event (as defined herein), we will be
required to offer to repurchase all of the notes which are then outstanding. We cannot assure you
that we will have sufficient funds available to make any required repurchases of the notes upon
such an event. Any failure to purchase tendered notes would constitute a default under the
indenture governing the notes, which, in turn, would constitute a default under our senior credit
facilities. A default could result in the declaration of the principal and interest on all the
notes and our indebtedness outstanding under the senior credit facilities to be due and payable.
There may not be active trading markets for the notes.
There are no existing markets for the notes and we do not intend to apply for listing of the
notes on any securities exchange or any automated quotation system. Accordingly, trading markets
for the notes may not develop and any markets that do develop may not provide sufficient liquidity
for the holders to sell their notes at attractive prices, or at all. Future trading prices of the
notes will depend on many factors, including prevailing interest rates, our financial condition and
results of operations, the then-current ratings assigned to the notes and the market for similar
securities. Any trading markets that develop would be affected by many factors independent of and
in addition to the foregoing, including:
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time remaining to the maturity of the notes; |
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outstanding amount of the notes; |
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terms related to optional redemption of the notes; and |
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level, direction and volatility of market interest rates generally. |
USE OF PROCEEDS
We estimate that the net proceeds to us from the offering of the notes will be approximately
$296,991,000, after deducting underwriting discounts and expenses. We intend to use the net proceeds we receive
from the sale of the notes for general corporate purposes, including refinancing of our
indebtedness, including indebtedness of $188 million owed to Pfizer Inc. related to our acquisition
of a research facility from Pfizer Inc. in April 2010. The indebtedness to Pfizer Inc. bears
interest at 0.99% per annum and matures in April 2011. Pending such uses, we may temporarily
invest the net proceeds in interest-bearing investments.
S-5
DESCRIPTION OF NOTES
The following description of the particular terms of the notes supplements and, to the extent
inconsistent, replaces, the description in the accompanying prospectus of the general terms and
provisions of the Debt Securities, to which description reference is hereby made. The following
summary of certain provisions of the notes and the Indenture does not purport to be complete and is
qualified in its entirety by reference to the actual provisions of the notes and the Indenture.
Certain terms used but not defined herein shall have the meanings given to them in the accompanying
prospectus, the Indenture, or the notes, as the case may be. As used in this section, Monsanto,
we, our, and us refer to Monsanto Company, the issuer of the notes, and not any of its
subsidiaries.
General
The notes will mature on April 15, 2016. Interest on the notes will accrue from
April 15, 2011 at the rate of 2-¾% per annum and will be payable semi-annually, in arrears, on April 15 and October 15, beginning October 15, 2011, to the persons in whose names the notes are
registered at the close of business on the April 1 or October 1 preceding the respective
interest payment dates, except that interest payable at maturity shall be paid to the same persons
to whom principal of the notes is payable. Interest will be computed on the notes on the basis of a
360-day year of twelve 30-day months.
Any payment otherwise required to be made in respect of the notes on a date that is not a
business day may be made on the next succeeding business day with the same force and effect as if
made on that date. No additional interest will accrue as a result of a delayed payment. A business
day is defined in the Indenture as a day other than a Saturday, Sunday or other day on which
banking institutions in New York City, or any other city in which the paying agent is being
utilized, are authorized or required by law or executive order to close.
The notes will constitute a series of debt securities to be issued under an Indenture dated as
of August 1, 2002, between Monsanto and The Bank of New York Mellon Trust Company, N.A., as
successor trustee, the terms of which are more fully described in the accompanying prospectus. The
notes and any future debt securities issued under the Indenture will be unsecured obligations of
Monsanto and will rank on a parity with all our other unsecured and unsubordinated indebtedness
outstanding from time to time. The notes will be effectively subordinated to all liabilities of our
subsidiaries, including trade payables. Since we conduct many of our operations through our
subsidiaries, our right to participate in any distribution of the assets of a subsidiary when it
winds up its business is subject to the prior claims of the creditors of the subsidiary. This means
that your claims against the assets of our subsidiaries, as a holder of our notes, will be subject
to the prior claims of these creditors if a subsidiary liquidates or reorganizes or otherwise winds
up its business. Unless we are considered a creditor of the subsidiary, your claims will not be
recognized ahead of these creditors. At February 28, 2011, we had approximately $2.138 billion of
indebtedness outstanding on a consolidated basis, of which approximately $89 million was owed by
our subsidiaries to outside parties.
The Indenture does not limit the aggregate principal amount of debt securities that may be
issued thereunder and provides that debt securities may be issued thereunder from time to time in
one or more additional series. The Indenture does not limit our ability to incur additional
indebtedness. We may from time to time, without notice to or the consent of the holders of the
notes, issue additional debt securities having the same ranking, interest rate, maturity and other
terms as the notes (although they may have a different issue date, public offering price and/or
initial interest payment date). Any additional debt securities would be consolidated with the notes
and would form a single series of debt securities under the Indenture.
The notes will be issued in fully registered form in denominations of $2,000 and whole
multiples of $1,000. The notes will be represented by one or more global securities registered in
the name of a nominee of DTC. Except as described in this prospectus supplement under
Book-Entry System; Delivery and Form and in the accompanying prospectus under Book-Entry Debt
Securities, the notes will not be issuable in certificated form.
S-6
Optional Redemption
The notes will be redeemable, in whole or in part, at our option at any time or from time to
time at a redemption price equal to the greater of:
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100% of the principal amount of the notes being redeemed, and |
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the sum of the present values of the remaining scheduled payments of principal and
interest on the notes being redeemed (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 twelve 30-day months) at the
Treasury Rate (as defined below) plus 10 basis points, |
plus, in each case, accrued and unpaid interest on the notes being redeemed to the redemption
date.
Comparable Treasury Issue means, with respect to each Reference Treasury Dealer, the United
States Treasury security selected by such Reference Treasury Dealer as having a maturity comparable
to the remaining term of the notes to be redeemed that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of those notes.
Comparable Treasury Price means, with respect to any redemption date, (i) the average of the
Reference Treasury Dealer Quotations for the redemption date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (ii) if the trustee obtains fewer than three
Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations.
Reference Treasury Dealer means (i) Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Barclays Capital Inc. (or their respective affiliates which are Primary
Treasury Dealers (as defined below)) and their respective successors; provided, however, that if
any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City
(a Primary Treasury Dealer), Monsanto will substitute another Primary Treasury Dealer; and (ii)
any other Primary Treasury Dealer selected by Monsanto.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the trustee by that Reference Treasury Dealer at 3:30 p.m., New York City
time, on the third business day preceding that redemption date.
Treasury Rate means, with respect to any redemption date, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for that redemption date. Notwithstanding the foregoing, installments of
interest on notes that are due and payable on interest payment dates falling on or prior to a
redemption date will be payable on the interest payment date to the registered holders as of the
close of business on the relevant record date according to such notes and the Indenture.
Holders of notes to be redeemed will receive notice by first-class mail at least 30 days but
not more than 60 days before the date of redemption.
If fewer than all of the notes are to be redeemed, DTC, in the case of the notes represented
by a global security, or the trustee will select, not more than 60 days prior to the redemption
date, the particular notes or portions thereof for redemption from the outstanding notes not
previously called by such method as DTC or the trustee, as the case may be, deems fair and
appropriate. Unless we default in payment of the redemption price, on and after the date of
redemption, interest will cease to accrue on the notes or portions thereof called for redemption.
S-7
Offer to Repurchase Upon Change of Control Triggering Event
Upon the occurrence of a Change of Control Triggering Event in respect of the notes, unless we
have exercised our right to redeem the notes as described under Optional Redemption, each
holder of the applicable notes will have the right to require us to purchase all or a portion of
such holders notes, at a purchase price equal to 101% of the principal amount thereof plus accrued
and unpaid interest, if any, to the date of purchase, subject to the rights of holders to receive
interest due on the scheduled interest payment dates.
Within 30 days following the date upon which the Change of Control Triggering Event occurs or,
at our option, prior thereto but after the public announcement of the pending Change of Control, we
will send, by first class mail, a notice to each holder of the notes setting forth our offer to
purchase the notes, specifying the purchase date, which will be no earlier than 30 days nor later
than 60 days from the date the notice is mailed, unless otherwise required by law. If mailed prior
to the date of the Change of Control, the notice will state that the offer is subject to completion
of the change in control. Holders electing to sell their notes will be required to surrender their
notes in accordance with the offer, to the paying agent at the address to be specified in the
notice, or transfer their notes to the paying agent by book-entry transfer, prior to the close of
business on the third business day prior to the payment date.
We will not be required to make a Change of Control offer in respect of the notes if a third
party makes such an offer in the manner and at the times referred to above and otherwise in
compliance with the requirements referred to above, and such third party purchases all notes
properly tendered and not withdrawn under its offer.
Change of Control means any of the following:
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the direct or indirect sale, lease, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related transactions, of
all or substantially all of the assets of Monsanto and its subsidiaries to any person
(as that term is used in Section 13(d)(3) of the U.S. Securities Exchange Act of 1934,
as amended (the Exchange Act)); |
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any transaction (including any merger or consolidation) the result of which is that
any person becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act), directly or indirectly, of more than 50% of the outstanding voting
power of our outstanding shares; |
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we consolidate with, or merge with or into, any entity, or any entity consolidates
with or merges with or into us, unless following the transaction our shareholders prior
to the transaction own a majority of the voting power of the outstanding shares of the
surviving entity; |
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the first day on which the majority of the members of our board of directors cease
to be continuing directors, which are (i) persons who are directors at the date of
issuance of the notes or (ii) persons nominated or elected with the approval of a
majority of continuing directors; or |
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the adoption of a plan for our liquidation or dissolution. |
Change of Control Triggering Event means, the notes cease to be rated Investment Grade by at
least two of the three Rating Agencies on any date during the period starting 60 days prior to our
first public announcement of any Change of Control and ending 60 days following consummation of the
Change of Control (subject to extension so long as any of the Rating Agencies has publicly
announced that it is considering a possible ratings change, other than an announcement with
positive implications), and the applicable Rating Agencies confirm that any reduction in ratings is
attributable to the change in control. However, no Change of Control Triggering Event will be
deemed to have occurred unless and until the Change of Control has been consummated.
S-8
Fitch means Fitch Inc., a subsidiary of Fimalac, S.A., and its successors.
Investment Grade means a rating of Baa3 or better by Moodys (or its equivalent under any
successor rating category of Moodys); a rating of BBB- or better by S&P (or its equivalent under
any successor rating category of S&P); and a rating of BBB- or better by Fitch (or its equivalent
under any successor rating category of Fitch).
Moodys means Moodys Investors Service, Inc., a subsidiary of Moodys Corporation, and its
successors.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and its successors.
Rating Agency means each of Moodys, S&P and Fitch; provided, that if any of Moodys, S&P
and Fitch ceases to provide rating services to issuers or investors for reasons outside of our
control, the Company may appoint another nationally recognized statistical rating organization
within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act as a replacement for such
Rating Agency.
Concerning the Trustee
The Bank of New York Mellon Trust Company, N.A. is the successor trustee under the Indenture.
Its affiliate, The Bank of New York Mellon, is a participant in revolving credit agreements with
Monsanto, and may provide other banking and financial services to Monsanto.
Book-Entry System; Delivery and Form
Global Notes
We will issue the notes in the form of one or more global notes in definitive, fully
registered, bookentry form. The global notes will be deposited with or on behalf of DTC and
registered in the name of Cede & Co., as nominee of DTC.
DTC, Clearstream and Euroclear
Beneficial interests in the global notes will be represented through bookentry accounts of
financial institutions acting on behalf of beneficial owners as direct and indirect participants in
DTC. Investors may hold interests in the global notes through either DTC (in the United States),
Clearstream Banking, société anonyme, Luxembourg, which we refer to as Clearstream, or Euroclear
Bank S.A./N.V., as operator of the Euroclear System, which we refer to as Euroclear, in Europe,
either directly if they are participants in such systems or indirectly through organizations that
are participants in such systems. Clearstream and Euroclear will hold interests on behalf of their
participants through customers securities accounts in Clearstreams and Euroclears names on the
books of their U.S. depositaries, which in turn will hold such interests in customers securities
accounts in the U.S. depositaries names on the books of DTC.
We have obtained the information in this section concerning DTC, Clearstream and Euroclear and
the bookentry system and procedures from sources that we believe to be reliable, but we take no
responsibility for the accuracy of this information.
We understand that:
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DTC is a limitedpurpose trust company organized under the New York Banking Law, a
banking organization within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a clearing corporation within the meaning of the New York
Uniform Commercial Code and a clearing agency registered under Section 17A of the
Exchange Act. |
S-9
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DTC holds securities that its participants deposit with DTC and facilitates the
settlement among participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized bookentry changes in
participants accounts, thereby eliminating the need for physical movement of
securities certificates. |
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Direct participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other organizations. |
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DTC is owned by a number of its direct participants and by The New York Stock
Exchange, Inc., the American Stock Exchange LLC and the Financial Industry Regulatory
Authority, Inc. (successor to the National Association of Securities Dealers, Inc.). |
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Access to the DTC system is also available to others such as securities brokers and
dealers, banks and trust companies that clear through or maintain a custodial
relationship with a direct participant, either directly or indirectly. |
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The rules applicable to DTC and its direct and indirect participants are on file
with the SEC. |
We understand that Clearstream is incorporated under the laws of Luxembourg as a professional
depositary. Clearstream holds securities for its customers and facilitates the clearance and
settlement of securities transactions between its customers through electronic bookentry changes
in accounts of its customers, thereby eliminating the need for physical movement of certificates.
Clearstream provides to its customers, among other things, services for safekeeping,
administration, clearance and settlement of internationally traded securities and securities
lending and borrowing. Clearstream interfaces with domestic markets in several countries. As a
professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the
Supervision of the Financial Section. Clearstream customers are recognized financial institutions
around the world, including underwriters, securities brokers and dealers, banks, trust companies,
clearing corporations and other organizations and may include the underwriters. Indirect access to
Clearstream is also available to others, such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a Clearstream customer either directly or
indirectly.
We understand that Euroclear was created in 1968 to hold securities for participants of
Euroclear and to clear and settle transactions between Euroclear participants through simultaneous
electronic bookentry delivery against payment, thereby eliminating the need for physical movement
of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear
provides various other services, including securities lending and borrowing and interfaces with
domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V., which we
refer to as the Euroclear Operator, under contract with Euroclear Clearance Systems S.C., a Belgian
cooperative corporation, which we refer to as the Cooperative. All operations are conducted by the
Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are
accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for
Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including
central banks), securities brokers and dealers, and other professional financial intermediaries and
may include the underwriters. Indirect access to Euroclear is also available to other firms that
clear through or maintain a custodial relationship with a Euroclear participant, either directly or
indirectly.
We understand that the Euroclear Operator is licensed by the Belgian Banking and Finance
Commission to carry out banking activities on a global basis. As a Belgian bank, it is regulated
and examined by the Belgian Banking and Finance Commission.
We have provided the descriptions of the operations and procedures of DTC, Clearstream and
Euroclear in this prospectus supplement solely as a matter of convenience, and we make no
representation or warranty of any kind with respect to these operations and procedures. These
operations and procedures are solely within the control of those organizations and are subject to
change by them from time to time. None of us, the underwriters or the trustee takes any
responsibility for these operations
S-10
or procedures, and you are urged to contact DTC, Clearstream and Euroclear or their
participants directly to discuss these matters.
We expect that under procedures established by DTC:
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upon deposit of the global notes with DTC or its custodian, DTC will credit on its
internal system the accounts of direct participants designated by the underwriters with
portions of the principal amounts of the global notes; and |
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ownership of the notes will be shown on, and the transfer of ownership thereof will
be effected only through, records maintained by DTC or its nominee, with respect to
interests of direct participants, and the records of direct and indirect participants,
with respect to interests of persons other than participants. |
The laws of some jurisdictions may require that purchasers of securities take physical
delivery of those securities in definitive form. Accordingly, the ability to transfer interests in
the notes represented by a global note to those persons may be limited. In addition, because DTC
can act only on behalf of its participants, who in turn act on behalf of persons who hold interests
through participants, the ability of a person having an interest in notes represented by a global
note to pledge or transfer those interests to persons or entities that do not participate in DTCs
system, or otherwise to take actions in respect of such interest, may be affected by the lack of a
physical definitive security in respect of such interest.
So long as DTC or its nominee is the registered owner of a global note, DTC or that nominee
will be considered the sole owner or holder of the notes represented by that global note for all
purposes under the indenture and under the notes. Except as provided below, owners of beneficial
interests in a global note will not be entitled to have notes represented by that global note
registered in their names, will not receive or be entitled to receive physical delivery of
certificated notes and will not be considered the owners or holders thereof under the indenture or
under the notes for any purpose, including with respect to the giving of any direction, instruction
or approval to the trustee. Accordingly, each holder owning a beneficial interest in a global note
must rely on the procedures of DTC and, if that holder is not a direct or indirect participant, on
the procedures of the participant through which that holder owns its interest, to exercise any
rights of a holder of notes under the indenture or a global note.
Neither we nor the trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of notes by DTC, Clearstream or Euroclear, or for
maintaining, supervising or reviewing any records of those organizations relating to the notes.
Payments on the notes represented by the global notes will be made to DTC or its nominee, as
the case may be, as the registered owner thereof. We expect that DTC or its nominee, upon receipt
of any payment on the notes represented by a global note, will credit participants accounts with
payments in amounts proportionate to their respective beneficial interests in the global note as
shown in the records of DTC or its nominee. We also expect that payments by participants to owners
of beneficial interests in the global note held through such participants will be governed by
standing instructions and customary practice as is now the case with securities held for the
accounts of customers registered in the names of nominees for such customers. The participants will
be solely responsible for those payments.
Distributions on the notes held beneficially through Clearstream will be credited to cash
accounts of its customers in accordance with its rules and procedures, to the extent received by
the U.S. depositary for Clearstream.
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by
the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the
Euroclear System, and applicable Belgian law (collectively referred to herein as the Terms and
Conditions). The Terms and Conditions govern transfers of securities and cash within Euroclear,
withdrawals of securities and cash from Euroclear, and receipts of payments with respect to
securities in Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts. The Euroclear
Operator acts under the Terms and Conditions only on behalf of
Euroclear participants and has no record of or relationship with persons holding through
Euroclear participants.
S-11
Distributions on the notes held beneficially through Euroclear will be credited to the cash
accounts of its participants in accordance with the Terms and Conditions, to the extent received by
the U.S. depositary for Euroclear.
Clearance and Settlement Procedures
Initial settlement for the notes will be made in immediately available funds. Secondary market
trading between DTC participants will occur in the ordinary way in accordance with DTC rules and
will be settled in immediately available funds. Secondary market trading between Clearstream
customers and/or Euroclear participants will occur in the ordinary way in accordance with the
applicable rules and operating procedures of Clearstream and Euroclear, as applicable, and will be
settled using the procedures applicable to conventional Eurobonds in immediately available funds.
Crossmarket transfers between persons holding directly or indirectly through DTC, on the one
hand, and directly or indirectly through Clearstream customers or Euroclear participants, on the
other, will be effected through DTC in accordance with DTC rules on behalf of the relevant European
international clearing system by the U.S. depositary. Such crossmarket transactions, however,
will require delivery of instructions to the relevant European international clearing system by the
counterparty in such system in accordance with its rules and procedures and within its established
deadlines (European time). The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to the U.S. depositary to take
action to effect final settlement on its behalf by delivering or receiving the notes in DTC, and
making or receiving payment in accordance with normal procedures for sameday funds settlement
applicable to DTC. Clearstream customers and Euroclear participants may not deliver instructions
directly to their U.S. depositaries.
Because of timezone differences, credits of the notes received in Clearstream or Euroclear
as a result of a transaction with a DTC participant will be made during subsequent securities
settlement processing and dated the business day following the DTC settlement date. Such credits or
any transactions in the notes settled during such processing will be reported to the relevant
Clearstream customers or Euroclear participants on such business day. Cash received in Clearstream
or Euroclear as a result of sales of the notes by or through a Clearstream customer or a Euroclear
participant to a DTC participant will be received with value on the DTC settlement date but will be
available in the relevant Clearstream or Euroclear cash account only as of the business day
following settlement in DTC.
Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures to facilitate
transfers of the notes among participants of DTC, Clearstream and Euroclear, they are under no
obligation to perform or continue to perform such procedures and such procedures may be changed or
discontinued at any time.
Certificated Notes
We will issue certificated notes to each person that DTC identifies as the beneficial owner of
the notes represented by a global note upon surrender by DTC of the global note if:
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DTC notifies us that it is no longer willing or able to act as a depositary for such
global note or ceases to be a clearing agency registered under the Exchange Act, and we
have not appointed a successor depositary within 90 days of that notice or becoming
aware that DTC is no longer so registered; |
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an event of default under the indenture has occurred and is continuing, and DTC
requests the issuance of certificated notes; or |
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we determine not to have the notes represented by a global note. |
Neither we nor the trustee will be liable for any delay by DTC, its nominee or any direct or
indirect participant in identifying the beneficial owners of the notes. We and the trustee may
conclusively rely on, and will be protected in relying on, instructions from DTC or its nominee for
all purposes, including with respect to the registration and delivery, and the respective principal
amounts, of the certificated notes to be issued.
S-12
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the material United States federal income tax consequences of
the purchase, ownership, and disposition of the notes. This summary is generally limited to holders
that acquire the notes pursuant to this offering and hold the notes as capital assets (generally,
property held for investment) for United States federal income tax purposes. This discussion does
not describe all of the United States federal income tax consequences that may be relevant to a
holder in light of its particular circumstances or to holders subject to special rules, including,
without limitation, tax-exempt organizations, holders subject to the United States federal
alternative minimum tax, dealers in securities or currencies, financial institutions, insurance
companies, regulated investment companies, real estate investment trusts, certain former citizens
or residents of the United States, controlled foreign corporations, passive foreign investment
companies, partnerships, S corporations or other pass-through entities, U.S. holders (as defined
below) whose functional currency is not the United States dollar, and persons that hold the notes
in connection with a straddle, hedging, conversion or other risk-reduction transaction.
The United States federal income tax consequences set forth below are based upon the Internal
Revenue Code of 1986, as amended (the Code) and applicable Treasury regulations, court decisions,
and rulings and pronouncements of the Internal Revenue Service (IRS), all as in effect on the
date hereof, and all of which are subject to change, or differing interpretations at any time with
possible retroactive effect. There can be no assurance that the IRS will not challenge one or more
of the tax consequences described herein, and we have not sought any ruling from the IRS with
respect to statements made and conclusions reached in this discussion, and there can be no
assurance that the IRS will agree with such statements and conclusions.
As used herein, the term U.S. holder means a beneficial owner of a note that is for U.S.
federal income tax purposes:
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an individual citizen or resident of the United States; |
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a corporation (or other entity taxable as a corporation for U.S. federal income tax
purposes) that is created or organized in or under the laws of the United States, any
state thereof or the District of Columbia; |
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an estate the income of which is subject to U.S. federal income taxation regardless
of its source; or |
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a trust, if a court within the United States is able to exercise primary
jurisdiction over its administration and one or more U.S. persons have authority to
control all of its substantial decisions, or if the trust has a valid election in
effect under applicable Treasury regulations to be treated as a U.S. person. |
As used herein, the term non-U.S. holder means a beneficial owner of a note that is neither
a U.S. holder nor a partnership or an entity or arrangement treated as a partnership for U.S.
federal income tax purposes.
If a partnership (including any entity or arrangement treated as a partnership for U.S.
federal income tax purposes) is a beneficial owner of a note, the tax treatment of a partner in the
partnership will generally depend upon the status of the partner and the activities of the
partnership. A beneficial owner that is a partnership and partners in such a partnership should
consult their tax advisors about the U.S. federal income tax consequences of the purchase,
ownership and disposition of the notes.
This summary does not address the tax consequences arising under any state, local, or foreign
law. Furthermore, this summary does not consider the effect of the U.S. federal estate or gift tax
laws.
S-13
Investors considering the purchase of the notes should consult their own tax advisors with
respect to the application of the U.S. federal income tax laws to their particular situation, as
well as any tax consequences arising under the U.S. federal estate or gift tax rules or under the
laws of any state, local, or foreign taxing jurisdiction or under any applicable tax treaty.
Possible Treatment as Contingent Payment Debt Instruments
We may be obligated to pay amounts in excess of the stated interest or principal on the notes,
including as described under Description of Notes Optional Redemption, and Description of
Notes Offer to Repurchase Upon Change of Control Triggering Event. These potential payments may
implicate the provisions of Treasury regulations relating to contingent payment debt instruments.
According to the applicable Treasury regulations, certain contingencies will not cause a debt
instrument to be treated as a contingent payment debt instrument if such contingencies, as of the
date of issuance, are remote or incidental. We intend to take the position that the foregoing
contingencies are remote or incidental, and we do not intend to treat the notes as contingent
payment debt instruments. Our determination regarding the remoteness of such contingency is binding
on each U.S. holder unless a U.S. holder explicitly discloses to the IRS, in the proper manner,
that its determination is different than ours.
Our determination is not binding on the IRS and it is possible that the IRS may take a
different position regarding the likelihood of such additional payments, in which case, if that
position were sustained, the timing, amount and character of income recognized with respect to a
note may be substantially different than described herein and a holder may be required to recognize
income significantly in excess of payments received and may be required to treat as interest income
all or a portion of any gain recognized on the disposition of a note. This summary assumes that the
IRS will not take a different position, or, if it takes a different position, that such position
will not be sustained. Prospective purchasers should consult their own tax advisors as to the tax
considerations that relate to the possibility of additional payments.
United States Holders
Payments of Interest
Payments of interest on a note generally will be taxable to a U.S. holder as ordinary interest
income at the time such payments are accrued or are received (in accordance with the U.S. holders
regular method of tax accounting).
Original Issue Discount
It is expected that the notes will not be issued with an issue price that is less than their
stated redemption price at maturity by more than the statutory de minimis amount. As a result, the
notes will not be subject to the original issue discount (OID) rules. If, however, the stated
redemption price at maturity (generally equal to the sum of all payments required under the notes
other than payments of qualified stated interest) of the notes exceeds the issue price by more than
a de minimis amount, U.S. holders will be required to include OID in income for U.S. federal income
tax purposes as it accrues under a constant yield method, regardless of such U.S. holders method
of accounting. As a result, U.S. holders may be required to include OID in taxable income prior to
the receipt of cash by such U.S. holders.
Acquisition Premium
If you purchase a note at a cost greater than the notes redemption amount, you will be
considered to have purchased the note at a premium (referred to as bond premium), and you may
elect to amortize the bond premium as an offset to interest income, using a constant yield method,
over the remaining term of the note. Amortizable bond premium is treated as a reduction of interest
on the note instead of as a deduction. If you elect to amortize the bond premium, you will be
required to reduce your tax basis in the
note by the amount of the bond premium amortized during your holding period. If you do not
elect to amortize bond premium, the amount of bond premium will be included in your tax basis in
the note. Therefore, if you do not elect to amortize bond premium and you hold the note to
maturity, you generally will be required to treat the bond premium as capital loss when the note
matures. If you elect to amortize the bond premium, the election generally will apply to all debt
instruments that you hold at the time of the election, as well as any debt instruments that you
subsequently acquire. In addition, you may not revoke the election without the consent of the IRS.
S-14
Sale, Redemption, Exchange or Other Taxable Disposition of Notes
Except as discussed above, a U.S. holder will generally recognize gain or loss on the sale,
redemption, exchange, or other taxable disposition of a note, in an amount equal to the difference
between (i) the proceeds received by the holder in exchange for such note (less an amount
attributable to any accrued but unpaid interest not previously included in income, which will be
treated as a payment of interest for U.S. federal income tax purposes) and (ii) the U.S. holders
adjusted tax basis in the note. The proceeds received by a U.S. holder will include the amount of
any cash and the fair market value of any other property received for the note. In general, a U.S.
holders adjusted tax basis in a note will equal the amount paid for the note increased by any
original issue discount included in income and decreased by the amount of any payments other than
qualified stated interest payments received and amortizable bond premium taken with respect to the
note. Such gain or loss recognized by a U.S. holder on a disposition of a note will be capital gain
or loss and will be long-term capital gain or loss if the holder held the note for more than one
year. Under current U.S. federal income tax law, net long-term capital gains of non-corporate U.S.
holders (including individuals) are eligible for taxation at preferential rates. The deductibility
of capital losses is subject to certain limitations. Prospective investors should consult with
their own tax advisors concerning these tax law provisions.
Medicare Tax
For taxable years beginning after December 31, 2012, recently enacted legislation generally
will impose a 3.8% Medicare tax on a portion or all of the net investment income of certain
individuals with a modified adjusted gross income of over $200,000 ($250,000 in the case of joint
filers) and on the undistributed net investment income of certain estates and trusts. For these
purposes, net investment income generally will include interest (including interest paid with
respect to a note), dividends, annuities, royalties, rents, net gain attributable to the
disposition of property not held in a trade or business (including net gain from the sale,
exchange, redemption or other taxable disposition of a note) and certain other income, but will be
reduced by any deductions properly allocable to such income or net gain. If you are a U.S. holder
that is an individual, estate or trust, you are urged to consult your tax advisors regarding the
applicability of the Medicare tax to your income and gains in respect of your investment in the
notes.
Information Reporting and Backup Withholding
Unless a U.S. holder is an exempt recipient, such as a corporation, payments made with respect
to the notes may be subject to information reporting and may also be subject to U.S. federal backup
withholding at the applicable rate if a U.S. holder fails to comply with applicable United States
information reporting and certification requirements.
Backup withholding is not an additional tax. Any amount withheld from you under the backup
withholding rules generally will be allowed as a refund or a credit against your United States
federal income tax liability, provided the required information is furnished timely to the IRS.
Non-United States Holders
The following discussion only applies to you if you are a non-U.S. holder.
S-15
Special rules may apply to you if you are a controlled foreign corporation, passive foreign
investment company, foreign personal holding company, or, in certain circumstances, a company
that accumulates earnings for the purpose of avoiding tax or, in certain circumstances, a United
States individual that is an expatriate, and are subject to special treatment under the Code. In
such case, you should consult your tax advisor to determine the United States federal, state, local
and other tax consequences that may be relevant to you.
Payments of Interest
Interest paid on a note by us or our agent to a non-U.S. holder will qualify for the
portfolio interest exemption and will not be subject to U.S. federal income tax or withholding of
such tax; provided that such interest income is not effectively connected with a U.S. trade or
business of the non-U.S. holder (or, if a tax treaty applies, is not attributable to a U.S.
permanent establishment or fixed base maintained by the non-U.S. holder within the United States);
and provided that the non-U.S. holder:
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does not actually or by attribution own 10% or more of the combined voting power of
all classes of our stock entitled to vote; |
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is not a controlled foreign corporation for U.S. federal income tax purposes that is
related to us actually or by attribution through stock ownership; |
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is not a bank that acquired the note in consideration for an extension of credit
made pursuant to a loan agreement entered into in the ordinary course of business; and |
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either (a) provides an appropriate Form W-8 (or a suitable substitute form) signed
under penalties of perjury that includes the non-U.S. holders name and address, and
certifies as to non-United States status in compliance with applicable law and
regulations; or (b) is a securities clearing organization, bank or other financial
institution that holds customers securities in the ordinary course of its trade or
business and provides a statement to us or our agent under penalties of perjury in
which it certifies that such a Form W-8 (or a suitable substitute form) has been
received by it from the non-U.S. holder or qualifying intermediary and furnishes us or
our agent with a copy. The Treasury regulations provide special certification rules
for notes held by a foreign partnership and other intermediaries. |
If such non-U.S. holder cannot satisfy the requirements described above, payments of interest
made to the non-U.S. holder will be subject to withholding of 30% United States federal income tax
unless such holder provides us with a properly executed IRS Form W-8 claiming an exemption from (or
reduction of) withholding under the benefit of a treaty.
If interest on a note is effectively connected with a United States trade or business by a
non-U.S. holder and, if a tax treaty applies, is attributable to a United States permanent
establishment or fixed base maintained by the non-U.S. holder within the United States, the
non-U.S. holder generally will not be subject to withholding if the non-U.S. holder complies with
applicable IRS certification requirements (i.e., by delivering a properly executed IRS Form W-8ECI)
and generally will be subject to United States federal income tax on a net-income basis at regular
graduated rates in the same manner as if the holder were a U.S. holder. In the case of a non-U.S.
holder that is a corporation, such effectively connected income also may be subject to the
additional branch profits tax, which generally is imposed on a foreign corporation on the deemed
repatriation from the United States of effectively connected earnings and profits at a 30% rate (or
such lower rate as may be prescribed by an applicable tax treaty).
Sale, Redemption, Exchange or Other Taxable Disposition of Notes
Generally, any gain recognized by a non-U.S. holder on the disposition of a note (other than
amounts attributable to accrued and unpaid interest, which are described under Payments of
Interest above) will not be subject to United States federal income tax and withholding, unless:
S-16
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the gain is effectively connected with the conduct of a United States trade or
business by the non-U.S. holder (and, if required by an applicable tax treaty, the gain
is attributable to a permanent establishment maintained in the United States by the
non-U.S. holder); or |
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the non-U.S. holder is an individual who is present in the United States for 183
days or more during the taxable year of that disposition, and certain other conditions
are met or the non-U.S. holder is subject to Code provisions applicable to certain
United States expatriates. |
A non-U.S. holder should consult his or her tax advisor regarding the tax consequences of the
purchase, ownership and disposition of the notes.
Effectively Connected Income
If interest, gain or other income recognized by a non-U.S. holder on a note is effectively
connected with the non-U.S. holders conduct of a trade or business within the United States (and,
if a treaty applies, is attributable to a permanent establishment maintained by the non-U.S. holder
in the United States), the non-U.S. holder will not be subject to the withholding of tax discussed
above if the non-U.S. holder provides a properly completed and executed Internal Revenue Service
Form W-8ECI (Certificate of Foreign Persons Claim That Income Is Effectively Connected With the
Conduct of a Trade or Business in the United States), but the non-U.S. holder generally will be
subject to United States federal income tax on such interest, gain or other income as if it were a
United States person (as defined in the Internal Revenue Code). In addition to such United States
federal income tax, if the non-U.S. holder is a corporation, it may be subject to an additional 30%
branch profits tax.
Information Reporting and Backup Withholding
Non-U.S. holders may be required to comply with certain certification procedures to establish
that the holder is not a United States person in order to avoid information reporting and backup
withholding.
Backup withholding is not an additional tax. Any amount withheld from you under the backup
withholding rules generally will be allowed as a refund or a credit against your United States
federal income tax liability, provided the required information is furnished timely to the IRS.
Non-U.S. holders should consult their tax advisors regarding the application of information
reporting and backup withholding in their particular situations, the availability of an exemption
therefrom, and the procedures for obtaining such an exemption, if available.
The United States federal income tax summary set forth above is included for general
information only and may not be applicable depending upon your particular situation. You should
consult your own tax advisors with respect to the tax consequences to you of the exchange of the
notes, and the ownership and disposition of the notes, including the tax consequences under state,
local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.
S-17
UNDERWRITING
The company and the underwriters for the offering named below have entered into an
underwriting agreement and a pricing agreement with respect to the notes. Subject to certain
conditions, each underwriter has severally agreed to purchase the principal amount of notes
indicated in the following table.
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Underwriters |
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Principal Amount of Notes |
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81,000,000 |
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Merrill
Lynch, Pierce, Fenner & Smith Incorporated
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81,000,000 |
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37,500,000 |
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Mitsubishi UFJ Securities (USA), Inc.
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37,500,000 |
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Citigroup Global Markets Inc.
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8,148,000 |
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J.P. Morgan Securities LLC
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8,148,000 |
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Morgan Stanley & Co. Incorporated
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6,471,000 |
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6,471,000 |
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Credit Agricole Securities (USA) Inc.
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3,957,000 |
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Mizuho Securities USA Inc.
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3,957,000 |
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Rabo Securities USA, Inc.
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3,957,000 |
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Wells Fargo Securities, LLC
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3,957,000 |
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BNY Mellon Capital Markets, LLC
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2,562,000 |
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Fifth Third Securities, Inc.
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2,562,000 |
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Santander Investment Securities Inc.
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2,562,000 |
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SG Americas Securities, LLC
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2,562,000 |
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2,562,000 |
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The Williams Capital Group, L.P.
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2,562,000 |
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UniCredit Capital Markets LLC
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2,562,000 |
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$ |
300,000,000 |
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The underwriters are committed to take and pay for all of the notes being offered, if any are
taken.
Notes sold by the underwriters to the public will initially be offered at the initial public
offering price set forth on the cover of this prospectus supplement. Any notes sold by the
underwriters to securities dealers may be sold at a discount from the initial public offering price
of up to 0.30% of the principal amount of notes. Any such securities dealers may resell any
notes purchased from the underwriters to certain other brokers or dealers at a discount from the
initial public offering price of up to 0.20% of the principal amount of notes. If all the notes
are not sold at the initial offering price, the underwriters may change the offering price and the
other selling terms. The offering of the notes by the underwriters is subject to receipt and
acceptance and subject to the underwriters right to reject any order in whole or in part.
The notes are a new issue of securities with no established trading market. The company has
been advised by the underwriters that the underwriters intend to make a market in the notes but are
not obligated to do so and may discontinue market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for the notes.
In connection with the offering, the underwriters may purchase and sell notes in the open
market. These transactions may include short sales, stabilizing transactions and purchases to
cover positions created by short sales. Short sales involve the sale by the underwriters of a
greater number of notes than they are required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of preventing or retarding a
decline in the market price of the notes while the offering is in progress.
The underwriters also may impose a penalty bid. This occurs when a particular underwriter
repays to the underwriters a portion of the underwriting discount received by it because the
representatives have repurchased notes sold by or for the account of such underwriter in
stabilizing or short covering transactions.
These activities by the underwriters, as well as other purchases by the underwriters for their
own accounts, may stabilize, maintain or otherwise affect the market price of the notes. As a
result, the price of the notes may be higher than the price that otherwise might exist in the open
market. If these activities are commenced, they may be discontinued by the underwriters at any
time. These transactions may be effected in the over-the-counter market or otherwise.
The company estimates that its share of the total expenses of the offering, excluding
underwriting discounts and commissions, will be approximately $570,000.
S-18
The company has agreed to indemnify the several underwriters against certain liabilities,
including liabilities under the Securities Act of 1933.
The underwriters and their respective affiliates are full service financial institutions
engaged in various activities, which may include securities trading, commercial and investment
banking, financial advisory, investment management, investment research, principal investment,
hedging, financing and brokerage activities. Certain of the underwriters and their respective
affiliates have, from time to time, performed, and may in the future perform, various financial
advisory and investment banking services for the issuer, for which they received or will receive
customary fees and expenses.
In the ordinary course of their various business activities, the underwriters and their
respective affiliates may make or hold a broad array of investments and actively trade debt and
equity securities (or related derivative securities) and financial instruments (including bank
loans) for their own account and for the accounts of their customers, and such investment and
securities activities may involve securities and/or instruments of the issuer. The underwriters
and their respective affiliates may also make investment recommendations and/or publish or express
independent research views in respect of such securities or instruments and may at any time hold,
or recommend to clients that they acquire, long and/or short positions in such securities and
instruments.
Selling Restrictions
Restrictions of Certain Underwriters
Standard Chartered Bank will not effect any offers or sales of any notes in the United
States unless it is through one or more U.S. registered broker-dealers as permitted by the
regulations of FINRA.
European Economic Area
In relation to each Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a Relevant Member State), with effect from and including the date on
which the Prospectus Directive is implemented in that Relevant Member State (the Relevant
Implementation Date) no underwriter may make an offer of the notes to the public in that Relevant
Member State prior to the publication of a prospectus in relation to the notes which has been
approved by the competent authority in that Relevant Member State or, where appropriate, approved
in another Relevant Member State and notified to the competent authority in that Relevant Member
State, all in accordance with the Prospectus Directive, except that an underwriter may, with effect
from and including the Relevant Implementation Date, make an offer of the notes to the public in
that Relevant Member State at any time:
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to legal entities which are authorized or regulated to operate in the financial
markets or, if not so authorized or regulated, whose corporate purpose is solely to
invest in securities; |
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to any legal entity which has two or more of (1) an average of at least 250
employees during the last financial year; (2) a total balance sheet of more than
43,000,000 and (3) an annual net turnover of more than 50,000,000, as shown in its
last annual or consolidated accounts; |
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to fewer than 100 natural or legal persons (other than qualified investors as
defined in the Prospectus Directive) subject to obtaining the prior consent of the
representatives for any such offer; or |
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in any other circumstances which do not require the publication by the Issuer of a
prospectus pursuant to Article 3 of the Prospectus Directive. |
For the purposes of this provision, the expression an offer of notes to the public in
relation to any notes in any Relevant Member State means the communication in any form and by any
means of sufficient information on the terms of the offer and the notes to be offered so as to
enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that
Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member
State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant
implementing measure in each Relevant Member State.
S-19
United Kingdom
The underwriters may only communicate or cause to be communicated an invitation or inducement
to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in
connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA
does not apply to the underwriters.
The underwriters are required to comply with all applicable provisions of the FSMA with
respect to anything done by them in relation to the notes in, from or otherwise involving the
United Kingdom.
Hong Kong
The notes may not be offered or sold by means of any document other than (i) in circumstances
which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.
No. 32, Laws of Hong Kong), or (ii) to professional investors within the meaning of the
Securities and Futures Ordinance (Cap. No. 571, Laws of Hong Kong) and any rules made thereunder,
or (iii) in other circumstances which do not result in the document being a prospectus within the
meaning of the Companies Ordinance (Cap. No. 32, Laws of Hong Kong), and no advertisement,
invitation or document relating to the notes may be issued or may be in the possession of any
person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed
at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except
if permitted to do so under the laws of Hong Kong) other than with respect to notes which are or
are intended to be disposed of only to persons outside Hong Kong or only to professional
investors within the meaning of the Securities and Futures Ordinance (Cap. No. 571, Laws of Hong
Kong) and any rules made thereunder.
Japan
The notes have not been and will not be registered under the Financial Instruments and
Exchange Law of Japan (Law No. 25 of 1998, as amended, the FIEL) and none of the underwriters may
offer or sell any offered notes, directly or indirectly, in Japan or to, or for the benefit of, any
resident of Japan, or to others for re-offering or resale, directly or indirectly, in Japan or to a
resident of Japan, except pursuant to an exemption from the registration requirements of, and
otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial
guidelines of Japan. As used in this paragraph, resident of Japan means any person resident in
Japan, including any corporation or other entity organized under the laws of Japan.
Singapore
This prospectus supplement has not been registered as a prospectus with the Monetary Authority
of Singapore. Accordingly, this prospectus supplement and any other document or material in
connection with the offer or sale, or invitation for subscription or purchase, of the notes may not
be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore
other than (i) to an institutional investor under Section 274 of the Securities and Futures Act,
Chapter 289 of Singapore (the SFA), (ii) to a relevant person (pursuant to Section 275(1), or any
person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275
of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA.
Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person
which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the
SFA)) the sole business of which is to hold investments and the entire share capital of which is
owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the
trustee is not an accredited investor) whose sole purpose is to hold investments and each
beneficiary of the trust is an individual who is an accredited investor, shares, debentures and
units of shares and debentures of that corporation or the beneficiaries rights and interest
(howsoever described) in that trust shall not be transferred within six months after that
corporation or that trust has acquired the notes pursuant to an offer made under Section 275 of the
SFA except: (1) to an institutional investor (for corporations, under
Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to
any person pursuant to an offer that is made on terms that such shares, debentures and units of
shares and debentures of that corporation or such rights and interest in that trust are acquired at
a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each
transaction, whether such amount is to be paid for in cash or by exchange of securities or other
assets, and further for corporations, in accordance with the conditions specified in Section 275 of
the SFA; (2) where no consideration is or will be given for the transfer; or (3) where the transfer
is by operation of law.
S-20
LEGAL MATTERS
Bryan Cave LLP, St. Louis, Missouri, as our counsel, has issued an opinion as to the legality
of the notes. Mayer Brown LLP, Chicago, Illinois, will pass upon certain legal matters for the
underwriters in connection with this offering.
EXPERTS
The consolidated financial statements, incorporated in this prospectus supplement and the
accompanying prospectus by reference from the Companys Current
Report on Form 8-K, dated April 8, 2011 (File Number 001-16167), and the
effectiveness of the Companys internal control over financial reporting, have been audited by
Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports
(which reports (1) express an unqualified opinion on the consolidated financial statements and
include an explanatory paragraph regarding the Companys adoption of new accounting guidance
related to noncontrolling interest and the computation of earnings per share effective September 1,
2009 applied retrospectively and the Companys prospective adoption of new accounting guidance
related to fair value measurements and income taxes effective September 1, 2008 and September 1,
2007, respectively, and (2) express an unqualified opinion on the effectiveness of internal control
over financial reporting), which are incorporated herein and therein by reference. Such financial
statements have been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
S-21
Debt Securities
Preferred Stock
Common Stock
Warrants
Purchase Contracts
Units
This prospectus describes securities which we may offer and sell at various times. A more
detailed description of the securities is contained in this prospectus under Description of Debt
Securities, Description of Capital Stock, Description of Warrants and Warrant Units and
Description of Purchase Contracts and Purchase Units. The securities may be our senior or
subordinated debt securities, shares of our preferred or common stock, warrants or warrant units,
purchase contracts or purchase units, and may include securities convertible into or exchangeable
for our preferred or common stock.
We will determine the terms of each series of securities (including, as applicable, the
specific designation, aggregate principal amount, interest rates, dividend rates, maturity,
redemption provisions, ranking and other terms) at the time of sale, and we will describe those
terms in a prospectus supplement which we will deliver together with this prospectus at the time of
the sale.
We may sell securities directly to investors or to or through underwriters, dealers or agents.
More information about the way we will distribute the securities is under the heading Plan of
Distribution. Information about the underwriters or agents who will participate in any particular
sale of securities will be in the prospectus supplement relating to those securities.
Unless we state otherwise in a prospectus supplement, we will not list any of the securities
on any securities exchange.
Our common stock is traded on the New York Stock Exchange under the symbol MON. Our
principal executive offices are located at 800 North Lindbergh Boulevard, St. Louis, Missouri
63167, and our telephone number is (314) 694-1000.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities, or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.
Investing in our securities involves risk. See Risk Factors on page 2 of this prospectus.
The date of this prospectus is October 31, 2008.
We have not authorized anyone to give any information or to make any representations
concerning the offering of the securities except those which are in this prospectus or in the
prospectus supplement which is delivered with this prospectus, or which is referred to under Where
You Can Find More Information. If anyone gives any other information or representation, you should
not rely on it. This prospectus is not an offer to sell or a solicitation of an offer to buy any
securities other than the securities which are referred to in the prospectus supplement. This
prospectus is not an offer to sell or a solicitation of an offer to buy securities in any
circumstances in which the offer or solicitation is unlawful. You should not interpret the
delivery of this prospectus, or any sale of securities, as an indication that there has been no
change in our affairs since the date of this prospectus. You should also be aware that information
in this prospectus may change after this date and information contained herein should only be
assumed to be accurate as of the date hereof.
TABLE OF CONTENTS
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As used in this prospectus, unless otherwise indicated, Monsanto, the company, we, our
and us are used interchangeably to refer to Monsanto Company or to Monsanto Company and its
subsidiaries, as appropriate to the context.
Trademarks owned or licensed by Monsanto or its subsidiaries are shown in italics. Unless
otherwise indicated, references to Roundup herbicides mean Roundup branded herbicides, excluding
all lawn-and-garden herbicides, and references to Roundup and other glyphosate-based herbicides
exclude all lawn-and-garden herbicides.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the
Securities and Exchange Commission, which we refer to as the SEC. The SEC allows us to incorporate
by reference the information that we file with them, which means that we can disclose important
information to you by referring you to those documents.
1
The information incorporated by reference is considered to be part of this prospectus, and
later information that we file with the SEC will automatically update and supersede this
information.
We incorporate by reference:
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our Annual Report on Form 10-K for the fiscal year ended August 31, 2008; and |
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the description of our common stock set forth in our registration statement on Form 8-A
filed October 10, 2002 under the heading Description of Registrants Securities to be
Registered and on Form S-1/A (File No. 333-36956) filed August 30, 2000, under the heading
Description of
Capital Stock. |
Any filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934 (except for information furnished on Form 8-K) after the date on which we filed the
registration statement of which this prospectus is a part, until we sell all of the securities,
shall be deemed to be incorporated by reference into the prospectus.
We have filed a registration statement with the SEC to register the securities under the
Securities Act of 1933. As permitted by SEC rules, this prospectus omits certain information that
is contained in the registration statement.
You may read and copy any of the documents mentioned above at the SECs public reference room
in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. Our SEC filings are also available to the public at the SECs Internet website at
http://www.sec.gov and through the New York Stock Exchange, on which our common stock (symbol:
MON) is listed, and which is located at 20 Broad Street, New York, New York 10005. Copies of
these documents may also be available on our website at http://www.monsanto.com, but you should
note that other information available on our website is not incorporated by reference into this
prospectus. You may also receive a copy of any of these filings, at no cost, by writing or
telephoning our Corporate Secretary, at Monsanto Company, 800 North Lindbergh Boulevard, St. Louis,
Missouri 63167, telephone (314) 694-1000.
RISK FACTORS
Our business is subject to uncertainties and risks. You should carefully consider and evaluate
all of the information included and incorporated by reference in this prospectus, including the
risk factors incorporated by reference from our most recent annual report on Form 10-K, as updated
by our quarterly reports on Form 10-Q and other SEC filings filed after such annual report. It is
possible that our business, financial condition, liquidity or results of operation could be
materially adversely affected by any of these risks.
ABOUT THIS PROSPECTUS
This prospectus is part of an automatic shelf registration statement that we filed with the
SEC, as a well-known seasoned issuer as defined in Rule 405 under the Securities Act of 1933, as
amended, using a shelf registration process. Under this process, we may sell debt securities,
preferred stock, common stock, warrants, purchase contracts and units. This prospectus only
provides you with a general description of the securities that we may offer. Each time we sell
securities, we will provide a supplement to this prospectus that contains specific information
about the terms of the securities. The prospectus supplement may also add, update or change
information contained in this prospectus. Before purchasing any securities, you should carefully
read both this prospectus and the accompanying prospectus supplement and any free writing
prospectus prepared by or on behalf of us, together with the additional information described under
the heading Where You Can Find More Information.
2
INFORMATION ABOUT MONSANTO
We, along with our subsidiaries, are a leading global provider of agricultural products for
farmers. Our seeds, biotechnology trait products, and herbicides provide farmers with solutions
that improve productivity, reduce the costs of farming, and produce better foods for consumers and
better feed for animals.
We manage our business in two segments: Seeds and Genomics, and Agricultural Productivity.
Through our Seeds and Genomics segment, we produce leading seed brands, including DEKALB, Asgrow,
Deltapine, Seminis and De Ruiter, and we develop biotechnology traits that assist farmers in
controlling insects and weeds. We also provide other seed companies with genetic material and
biotechnology traits for their seed brands. Through the Agricultural Productivity segment, we
manufacture Roundup brand herbicides and other herbicides and provide lawn-and-garden herbicide
products for the residential market.
Our principal office is at 800 North Lindbergh Boulevard, St. Louis, Missouri 63167, and our
telephone number is (314) 694-1000.
USE OF PROCEEDS
Unless we otherwise indicate in an accompanying prospectus supplement, we intend to use the
net proceeds we receive from the sale of the securities for general corporate purposes, which may
include reducing or refinancing borrowings, meeting working capital needs, capital expenditures,
and acquisitions.
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DESCRIPTION OF DEBT SECURITIES
This section describes some of the general terms of the debt securities we may issue under
this prospectus. The prospectus supplement will describe the particular terms of any debt
securities we may offer. The prospectus supplement will also indicate the extent, if any, to which
these general provisions may not apply to the debt securities being offered. If you would like
more information on these provisions, you may review the indentures which are filed or incorporated
by reference as exhibits to the registration statement which is filed with the SEC. See Where You
Can Find More Information.
Our debt securities may be senior unsecured or subordinated securities. Our senior debt
securities will be issued under the Indenture, dated as of August 1, 2002, between us and The Bank
of New York Mellon Trust Company, N.A., as successor trustee, and any subordinated securities will
be issued under a Subordinated Indenture to be entered into between us and The Bank of New York
Mellon Trust Company, N.A., as trustee. We refer to the indentures under which our debt securities
will be issued as the Senior Indenture and the Subordinated Indenture, and together as the
Indentures.
We are summarizing certain important provisions of the debt securities and the Indentures.
This is not a complete description of all of the important terms. You should refer to the specific
terms of the Indentures for a complete statement of the terms of the Indentures and the debt
securities. When we use capitalized terms which we do not define here, those terms have the
meanings given in the applicable Indenture. When we use references to Sections, we mean Sections in
the applicable Indenture(s).
General
The senior debt securities will be our senior unsecured obligations and will rank on a parity
with all of our other unsecured and unsubordinated indebtedness. Our subordinated debt securities
may be subordinated to other classes of our indebtedness as described below under Subordination
and as described further in the applicable prospectus supplement.
The Indentures do not limit the amount of debt securities that we may issue thereunder, nor do
they limit other debt that we may issue. The debt securities may be issued at various times in
different series and issues, each of which may have different terms. Unless we indicate otherwise
in the prospectus supplement for any series or issue, we may treat a subsequent offering of debt
securities as a part of the same issue as that series or issue.
The prospectus supplement relating to a particular series of debt securities will include the
following information concerning those debt securities:
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The title of the debt securities of the series or issue. |
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The total principal amount of the series or issue of debt securities. |
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The date or dates on which the principal and premium, if any, will be paid, and the
rights we or the holders may have to extend the maturity of the debt securities. |
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The interest rate on the debt securities. We may specify a fixed rate or a variable
rate, or a rate to be determined under procedures we will describe in the prospectus
supplement, and the interest rate may be subject to adjustment. |
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The dates on which we will pay interest on the debt securities and the regular record
dates for determining the holders who are entitled to receive the interest payments. |
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The terms of subordination of the debt securities. |
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Our right, if any, to defer payments of interest on the debt securities by extending
the interest payment period, and the duration of such extensions. |
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Where payments on the debt securities will be made, if it is other than the office
mentioned under Payments on Debt Securities below. |
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If applicable, the prices at which we may redeem all or a part of the debt securities
and the time periods during which we may make the redemptions. The redemptions may be
made under a sinking fund or otherwise. |
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Any obligation we may have to redeem, purchase or repay any of the debt securities
under a sinking fund or otherwise or at the option of the holder, and the prices, time
periods and other terms which would apply. |
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If applicable, the terms on which the securities may be converted into shares of our
common stock or other securities. |
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Any additional events of default or covenants that will apply to the debt securities. |
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The amounts we would be required to pay if the maturity of the debt securities is
accelerated, if it is less than the principal amount. |
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If payments on the debt securities will be made in any currency other than U.S.
dollars, the currencies of the payments. |
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If applicable, the terms under which we, or a holder, may elect that payments on the
debt securities be made in a currency other than U.S. dollars. |
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If amounts payable on the debt securities may be determined by a currency or other
index, information on how the payments will be determined. |
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Any applicable material Federal income tax consequences. |
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Any other special terms that may apply to the debt securities. (Section 301) |
Subordination
Our subordinated debt securities will be subordinate and junior in right of payment to all of
our senior indebtedness, as defined below.
No payment of principal of (including redemption and sinking fund payments), premium, if any,
or interest on, any subordinated debt securities may be made if any senior indebtedness is not paid
when due, any applicable grace period with respect to such default has ended and such default has
not been cured or waived, or the maturity of any senior indebtedness has been accelerated because
of a default and such acceleration has not been rescinded or annulled.
Upon any distribution of our assets to creditors upon any dissolution, winding-up, liquidation
or reorganization, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or
other proceedings, all principal of, and premium, if any, and interest due or to become due on, all
senior indebtedness must be paid in full before the holders of the subordinated debt securities
will be entitled to receive or retain any payment. The rights of the holders of the subordinated
debt securities will be subrogated to the rights of the holders of senior indebtedness to receive
payments or distributions applicable to senior indebtedness until all amounts owing on the
subordinated debt securities are paid in full.
Senior indebtedness means all of our present and future (i) indebtedness for borrowed money,
(ii) obligations evidenced by bonds, debentures, notes or similar instruments, (iii) indebtedness
incurred, assumed or guaranteed in connection with the acquisition by us or a subsidiary of any
business, properties or assets (except purchase-money indebtedness classified as accounts payable
under generally accepted accounting principles), (iv) obligations as lessee under leases required
to be capitalized on the balance sheet of the lessee under generally accepted accounting
principles, (v) reimbursement obligations in
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respect of letters of credit, and (vi) obligations under direct or indirect guarantees in respect
of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to
assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds
referred to in clauses (i) through (v) above, in each case unless in the instrument creating or
evidencing the indebtedness or obligation or pursuant to which the same is outstanding it is
provided that such indebtedness or obligation is not superior in right of payment to the senior
indebtedness.
The Subordinated Indenture will not limit the aggregate amount of senior indebtedness that we
may issue. As of August 31, 2008, we had approximately $1.8 billion in outstanding debt, all of
which was senior indebtedness.
Payments on Debt Securities
We will make payments on the debt securities at the office or agency we will maintain for that
purpose, which will be the Corporate Trust Office of the Trustee in New York, New York unless we
indicate otherwise in the prospectus supplement, or at such other places at the respective times
and in the manner as we designate in the prospectus supplement. (Sections 307 and 1002) As
explained under Book-Entry Debt Securities below, The Depository Trust Company, which we refer to
as DTC, or its nominee will be the initial registered holder unless the prospectus supplement
provides otherwise, and we will make payments to DTC or its nominee. Payments to you, as
beneficial owner, will be the responsibility of your broker or other DTC participant.
Form, Denominations and Transfers
Unless otherwise indicated in the prospectus supplement:
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The debt securities will be in fully registered form, without coupons, in denominations
of $1,000 or any multiple thereof. (Section 302) |
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We will not charge any fee to register any transfer or exchange of the debt securities,
except for taxes or other governmental charges, if any. (Sections 306) |
Original Issue Discount Securities
If debt securities are original issue discount securities, we will offer and sell them at a
substantial discount from their stated principal amount. We will describe Federal income tax
consequences and other special considerations applicable to any original issue discount securities
in the prospectus supplement. Original issue discount security means any security which provides
that less than the full principal amount will be due if the maturity is accelerated or if the
security is redeemed before its maturity. (Section 101)
Indexed Debt Securities
Debt securities may provide that the principal amount payable at maturity or the amount of
interest payable will be determined by reference to currency exchange rates, commodity prices,
equity indices or other factors. In that case, the amount we will pay to the holders will depend
on the value of the applicable currency, commodity, equity index or other factor at the time the
payment obligation is calculated. We will include information in the prospectus supplement for
those debt securities about how we will calculate the principal or interest payable, and will
specify the currencies, commodities, equity indices or other factors to which the principal amount
payable at maturity or interest is linked. We will also provide information about certain
additional Federal income tax considerations which would apply to the holders of those debt
securities. (Section 101)
Certain Restrictions in the Indentures
Unless we otherwise specify in the prospectus supplement, there will not be any covenants in
the Indentures or the debt securities that would protect you against a highly leveraged or other
transaction
involving us that may adversely affect you as a holder of debt securities. If there are provisions
that offer such protection, they will be described in the prospectus supplement.
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Restriction on Liens. Under the Senior Indenture, neither we nor any of our restricted
subsidiaries (defined below) may issue any notes, bonds, debentures or other indebtedness for money
borrowed secured by a pledge of, or mortgage or lien on, any operating property (defined below)
owned or leased by us or any restricted subsidiary, or on any shares of stock or indebtedness of
any restricted subsidiary, unless we also provide equal and ratable security on the debt
securities. A restricted subsidiary is any of our direct or indirect subsidiaries that own any
operating property. (Section 101) Operating property is any real property or equipment located
within the U.S. and used primarily for manufacturing or research and development by us or any of
our direct or indirect subsidiaries that has a net book value, after deduction of accumulated
depreciation, in excess of 2.0% of our consolidated net assets (defined below), other than any
property or equipment:
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which is financed by obligations issued by a state, commonwealth,
territory or possession of the U.S., or any political subdivision or governmental authority of any
of the foregoing; or |
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which, in the opinion of our Board of Directors, is not of material
importance to the total business conducted by us and our restricted subsidiaries taken as a whole.
(Section 101) |
Given the nature of our business, and the large number of our facilities in the U.S., at any
time there may be few, or no, facilities which would meet the definition of operating property
referred to above.
This restriction will not apply to the following permitted liens, which will also be excluded
in computing secured indebtedness for purposes of this restriction:
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liens existing as of the
date of the Indenture; |
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liens on property, shares or debt of a corporation existing at the time
it becomes a restricted subsidiary; |
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liens on property existing at the time of acquisition and
certain purchase money or similar liens; |
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liens to secure certain development, operation,
construction, alteration, repair or improvement costs; |
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liens securing indebtedness owing to us
or another restricted subsidiary by a restricted subsidiary; |
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liens in connection with certain
government contracts, including the assignment of moneys due or to become due thereon or in
connection with obligations issued by a state or a commonwealth or certain other governmental
entities; |
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liens arising because of the nonpayment of taxes, assessments or governmental charges
or of claims for labor, materials or supplies if such amounts are being contested in good faith or
are not of material importance to the business; |
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liens arising from a judgment, decree or court
order, provided that proceedings for review have not been finally terminated, or that the period
for initiating review has not expired; |
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certain liens relating to security for the performance of
a bid or contract, in connection with legal proceedings or arising in the ordinary course of
business and not in connection with the borrowing of money; and |
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extensions, substitutions,
replacements or renewals of the liens described above. (Section 1005) |
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There is an additional exception as described below under 10% Basket Amount.
Consolidated net assets means the aggregate amount of assets, less applicable reserves and
other properly deductible items, after deducting from such amount all current liabilities,
excluding certain renewable or extendible indebtedness, as shown on our latest statement of
consolidated financial position and computed in accordance with generally accepted accounting
principles. (Section 101)
Restriction on Sale and Leaseback Transactions. Under the Senior Indenture, neither we nor
our restricted subsidiaries may enter into any sale and leaseback transactions involving any
operating property, except for leases not exceeding three years by the end of which we intend to
discontinue use of the property, unless an amount equal to the fair value of the operating property
leased is applied within 120 days to:
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the purchase of any asset or any interest in an asset
which would qualify, after purchase, as an operating property; or |
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the retirement of indebtedness
maturing more than one year after the date of determination, which may include debt securities to
the extent they mature more than one year after such date. (Section 1006) |
There is an additional exception as described below under 10% Basket Amount.
10% Basket Amount. In addition to the exceptions described above under Restriction on Liens
and Restriction on Sale and Leaseback Transactions, the Senior Indenture allows additional
secured indebtedness and additional sale and leaseback transactions as long as the total of the
secured indebtedness plus the attributable debt (defined below) in respect of sale and leaseback
transactions, other than sale and leaseback transactions the proceeds of which are applied as
described under Restriction on Sale and Leaseback Transactions above, does not exceed 10% of our
consolidated net assets. Attributable debt means, as of the time of determination, the total
obligation, discounted to present value at the rate per annum equal to the discount rate which
would be applicable to a capital lease obligation with a similar term in accordance with generally
accepted accounting principles, of the lessee for rental payments (other than amounts required to
be paid on account of property taxes, maintenance, repairs, insurance, water rates and other items
which do not constitute payments for property rights) during the remaining portion of the initial
term of the lease included in such sale and leaseback transactions. (Sections 101, 1005 and 1006)
Redemption
If and to the extent set forth in the applicable prospectus supplement, we will have the right
to redeem the debt securities, in whole or from time to time in part, after the date and at the
redemption prices set forth in the applicable prospectus supplement. (Section 1101)
Events of Default
An event of default in respect of any series of debt securities means:
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default in payment of principal of or premium, if any, on any debt security of that
series; |
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default for 30 days in payment of interest on any debt security of that series; |
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default for 30 days in the deposit of any sinking fund payment when due in respect of
that series; |
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our failure in the performance of any other of the covenants or warranties
in the applicable Indenture which continues for 90 days after notice to us by the Trustee
or by holders of 25% in principal amount of the outstanding debt securities of that series; |
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certain events of bankruptcy, insolvency or reorganization; and |
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any other event of default described in the applicable prospectus supplement as
being applicable to debt securities of that series. (Section 501) |
If an event of default (other than with respect to certain events of bankruptcy, insolvency or
reorganization) with respect to any series of debt securities occurs and is continuing, either the
Trustee or the holders of 25% in principal amount of the outstanding debt securities of that series
may declare the principal amount (or, if the debt securities of that series are original issue
discount securities or indexed securities, such portion of the principal amount of such debt
securities as may be specified in the terms of those securities) of all debt securities of that
series to be due and payable immediately, but upon certain conditions such declaration may be
annulled and past defaults may be waived by the holders of a majority in principal amount of the
outstanding debt securities of that series on behalf of the holders of all debt securities of that
series. An event of default relating to a bankruptcy, insolvency or reorganization will cause the
outstanding securities to become immediately due and payable without any declaration or other act
by the Trustee or the holders. The annulment and waiver may not be made with respect to a default
in payment of principal of or premium, if any, or interest, if any, on the debt securities of that
series and certain other specified defaults, unless those defaults have been cured. (Section 502
and 513)
The prospectus supplement relating to each series of debt securities which are original issue
discount securities will describe the particular provisions relating to acceleration of the
maturity of a portion of the principal amount of such original issue discount securities upon the
occurrence and continuation of an event of default.
Within 90 days after the occurrence of a default with respect to any series of debt securities
then outstanding, the Trustee must give to the holders of the outstanding debt securities of that
series notice of such default to the extent provided by the Trust Indenture Act. However, except in
the case of default in the payment of principal of or premium, if any, or interest on any debt
security of that series, or in the deposit of any sinking fund payment which is provided for, the
Trustee may withhold the notice if the board of directors, the executive committee or a trust
committee of directors and/or responsible officers of the Trustee in good faith determine that it
is in the best interest of the holders, and provided further that in the event of a breach of
certain covenants, representations or warranties, such notice will not be given before 30 days
after the occurrence of such default. (Section 602)
Before the Trustee is required to exercise
rights under the Indentures at the request of holders, it is entitled to be indemnified by such
holders, subject to its duty, during an event of default, to act with the required standard of
care. (Section 603(e))
We must file annual certificates with the Trustee certifying that we are in compliance with
conditions and covenants under the Indentures. (Section 1008 of the Senior Indenture; Section 1006
of the Subordinated Indenture)
The Indentures provide that the holders of a majority in principal
amount of outstanding debt securities of any series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or other
power conferred on the Trustee, in respect of such series, provided that the Trustee may decline to
act if such direction is contrary to law or the Indenture or that a responsible officer (or
officers) of the Trustee determines in good faith would expose it to personal liability. (Section
512)
Defeasance
The Indentures include provisions allowing defeasance of the debt securities of any series
issued thereunder. In order to defease debt securities, we would deposit with the Trustee or
another trustee money or U.S. government obligations sufficient to make all payments on those
debt securities. If we make a defeasance deposit with respect to your debt securities, we may elect
either:
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to be discharged from all of our obligations on your debt securities, except for our
obligations to register transfers and exchanges, to replace temporary or mutilated,
destroyed, lost or stolen debt securities, to maintain an office or agency in respect of
the debt securities and to hold moneys for payment in trust; or |
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to be released from the restrictions described herein relating to consolidations,
mergers and sales of assets, and, in the case of the Senior Indenture, to liens and sale
and leaseback transactions. (Sections 1302 and 1303 of the Senior Indenture; Sections 1502
and 1503 of the Subordinated Indenture). |
As a condition to any such defeasance, we must deliver to the Trustee an opinion of our
counsel that the holders of the debt securities will not recognize income, gain or loss for Federal
income tax purposes as a result of the defeasance and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would have been the case if the defeasance
had not occurred. (Section 1304 of the Senior Indenture; Section 1504 of the Subordinated
Indenture)
The prospectus supplement will state if any defeasance provision will apply to debt
securities offered in connection with that prospectus supplement.
Modification of the Indentures and Waiver of Covenants
With authorization from our Board of Directors, we may enter into supplemental indentures
without the consent of any holders for certain limited purposes as provided by the Indentures.
(Section 901)
We may execute supplemental indentures adding any provisions to or changing or eliminating any
of the provisions of an Indenture or modifying the rights of the holders of a series of debt
securities outstanding thereunder if we obtain the consent of the holders of a majority in
principal amount of the outstanding debt securities adversely affected by the addition, change or
elimination, except that no supplemental indenture may, without the consent of the holder of each
outstanding debt security affected by the supplemental indenture:
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change the stated maturity, or reduce the principal amount, the premium, if any, thereon
or the rate of payment of interest thereon, of any debt security of any series; |
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in respect of debt securities issued under the Subordinated Indenture, change the
conversion rights or subordination provisions in a manner adverse to the holders; |
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reduce the aforesaid percentage of outstanding debt securities of any series, the
consent of the holders of which is required for any supplemental indenture or for waiver of
compliance with certain provisions of the Indentures or certain defaults thereunder; or |
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effect certain other specified changes. (Section 902) |
We may also omit compliance with specified covenants in the Indentures upon waiver by holders of a majority in principal amount of
outstanding debt securities affected by such covenants. (Section 1007 of the Senior Indenture;
Section 1005 of the Subordinated Indenture)
Consolidation, Merger and Sale of Assets
Under the Indentures we may, without the consent of the holders of any of the outstanding debt
securities, consolidate with or merge into any other corporation or transfer or lease our assets
substantially as an entirety to any person provided that:
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the successor is a corporation organized under the laws of any domestic jurisdiction; |
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the successor corporation assumes our obligations on the debt securities and under the
applicable Indenture; |
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after giving effect to the transaction no event of default, and no event which, after
notice or lapse of time, would become an event of default, shall have happened and be
continuing; and |
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other specified conditions are met. (Section 801) |
Concerning the Trustee
The Bank of New York Mellon Trust Company, N.A. is the successor Trustee under the Senior
Indenture, and will be the Trustee under the Subordinated Indenture. We have previously issued the
following securities under the Senior Indenture, which remain outstanding in whole or in part:
$800,000,000 principal amount of our 7.375% Senior Notes due August 15, 2012, $250,000,000
principal amount of our 5.5% Senior Notes due 2035, $314,490,900 principal amount of our 5.5%
Senior Notes due 2025, $300,000,000 principal amount of our 5.125% Senior Notes due 2018, and
$250,000,000 principal amount of our 5.875% Senior Notes due 2038. Additionally, our affiliate,
Monsanto Finance Canada Co., has issued $150,000,000 principal amount of its 5.5% Senior Notes due
2035 under an indenture pursuant to which the Trustee served as trustee. Affiliates of the Trustee
have been participants in our revolving credit agreements, and provide other commercial banking
services to us. An affiliate of the Trustee was an underwriter in connection with certain of the
offerings referred to above.
We may remove the Trustee in respect of any series as long as there is no event of default and
no event that, upon notice or lapse of time or both, would become an event of default in respect of
that series. The holders of a majority of the principal amount of the series may also remove the
Trustee under the applicable Indenture at any time. The Indentures prescribe procedures by which
the Trustee will be replaced, in the event of its removal. (Section 610)
Governing Law
Unless otherwise specified in the applicable prospectus supplement, the Indentures and the
debt securities will be governed by New York law, without regard to conflicts of laws principles
thereof. (Section 112)
Book-Entry Debt Securities
Unless otherwise indicated in the prospectus supplement, the related debt securities will be
issued as book-entry securities. Book-entry securities of a series will be issued in the form of
one or more global notes that will be deposited with DTC, and will evidence all of the debt
securities of that series. This means that certificates will not be issued to each holder. One or
more global securities will be issued to DTC, which will keep a computerized record of its
participants (for example, your broker) whose clients have purchased the debt securities. The
broker or other participant will then keep a record of its clients who own the debt securities.
Unless it is exchanged in whole or in part for a security evidenced by individual certificates, a
global security may not be transferred, except that DTC, its nominees and their successors may
transfer a global security as a whole to one another. Beneficial interests in global securities
will be shown on, and transfers of beneficial interests in global notes will be accomplished by,
entries made on the books maintained by DTC and its participants. Each person owning a beneficial
interest in a global security must rely on the procedures of DTC and, if the person is not a
participant, on the procedures of the participant through which the person owns its interest to
exercise any rights of a holder of debt securities under the Indenture.
The laws of some jurisdictions require that certain purchasers of securities such as the debt
securities take physical delivery of the securities in definitive form. These limits and laws may
impair your ability to acquire or transfer beneficial interests in the global security.
The issuer will make payments on each series of book-entry debt securities to DTC or its
nominee, as the sole registered owner and holder of the global security. Neither Monsanto, the
Trustee nor any of their agents will be responsible or liable for any aspect of DTCs records
relating to, or payments made on
account of, beneficial ownership interests in a global security, or for maintaining, supervising or
reviewing any of DTCs records relating to the beneficial ownership interests.
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We have been advised that DTCs practice is to credit the accounts of participants upon
receipt of funds and corresponding information on payable dates to their beneficial interests in
the global security as shown on DTCs records. Payments by participants to you, as an owner of a
beneficial interest in the global security, will be governed by standing instructions and customary
practices (as is now the case with securities held for customer accounts registered in street
name) and will be the sole responsibility of the participants, subject to statutory and regulatory
requirements.
A global security representing a series of debt securities will be exchanged for certificated
debt securities of that series if:
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DTC notifies the issuer that it will discontinue as depositary or if DTC ceases to be
a clearing agency registered under the Securities Exchange Act of 1934 and the issuer does
not appoint a successor within 90 days; or |
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the issuer decides to discontinue use of the system of book-entry transfers through
DTC. |
If that occurs, the issuer will issue debt securities of that series in certificated form in
exchange for the global security. An owner of a beneficial interest in the global security then
will be entitled to physical delivery of a certificate for debt securities of the series equal in
principal amount to that beneficial interest and to have those debt securities registered in its
name. The certificates for the debt securities would be issued in denominations of $1,000 or any
larger amount that is an integral multiple thereof, and would be issued in registered form only,
without coupons.
DTC has informed us that it is a limited-purpose trust company organized under the New York
Banking Law, a banking organization within the meaning of the New York Banking Law, a member of
the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform
Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of
the Securities Exchange Act of 1934. DTC was created to hold the securities of its participants and
to facilitate the post-trade settlement of securities transactions among its participants through
electronic book-entry transfers and pledges between accounts of the
participants, thereby eliminating the need for physical movement of securities certificates.
DTCs participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary
of The Depository Trust and Clearing Corporation which, in turn, is owned by a number of
participants in DTC. Access to DTCs book-entry system is also available to others, such as both
U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations
that clear through or maintain a custodial relationship with a participant, either directly or
indirectly. The rules applicable to DTC and its participants are on file with the SEC. No fees or
costs of DTC will be charged to you.
DESCRIPTION OF CAPITAL STOCK
The following is a description of the material terms of our capital stock and the provisions
of our certificate of incorporation and bylaws. The following also summarizes some relevant
provisions of the General Corporation Law of the State of Delaware, which we refer to as Delaware
law. Since the terms of our certificate of incorporation and bylaws and Delaware law are more
detailed than the general information provided below, you should only rely on the actual provisions
of those documents and Delaware law. If you would like to read those documents, they are on file as
exhibits to documents we have filed with the SEC, which are available as described under Where You
Can Find More Information.
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General
We are authorized to issue 1,500,000,000 shares of our common stock, $0.01 par value, and
20,000,000 shares of undesignated preferred stock, $0.01 par value.
Common Stock
All of our outstanding shares of common stock are fully paid and nonassessable. Subject to
preferences that may be applicable to any outstanding preferred stock, the holders of our common
stock are entitled to receive ratably such dividends, if any, as may be declared from time to time
by our board of directors out of funds legally available for that purpose. In the event of our
liquidation, dissolution or winding up, the holders of our common stock are entitled to share
ratably in all assets remaining after payment of liabilities, subject to prior distribution rights
of our preferred stock, if any, then outstanding. The holders of our common stock are entitled to
one vote per share on all matters to be voted upon by our shareowners, including the election of
directors. The holders of our common stock have no cumulative voting rights or preemptive rights to
purchase or subscribe for any stock or other securities, and there are no conversion rights or
redemption or sinking fund provisions applicable to our common stock.
Mellon Investor Services LLC is the registrar and transfer agent for our common stock. Our
common stock is listed on the New York Stock Exchange under the symbol MON.
Preferred Stock
Our board of directors has the authority, without action by the shareowners, to designate and
issue our preferred stock from time to time in one or more series, with such voting powers,
designations, powers, preferences and relative, participating, optional or other special rights,
and qualifications, limitations or restrictions thereof, as may be stated in the resolution or
resolutions providing for the designation and issuance of such stock adopted from time to time by
the board of directors. It is not possible to state the actual effect of the issuance of any shares
of our preferred stock upon the rights of holders of our common stock until the board of directors
determines the specific rights of the holders of our preferred stock. However, the effects might
include, among other things:
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restricting dividends on our common stock; |
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diluting the voting power of our common stock; |
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impairing the liquidation rights of our common stock; or |
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delaying or preventing a change of control of us without further action by our
shareowners. |
The shares of different series may differ, including as to rank, as may be provided in
our certificate of incorporation or as may be fixed by our board of directors as described above.
Subject to shareowner approval, we may from time to time amend our certificate of incorporation to
increase or decrease the number of authorized shares of preferred stock.
The material terms of any series of preferred stock being offered by us will be described in
the prospectus supplement relating to that series of preferred stock. That prospectus supplement
may not restate the amendment to our certificate of incorporation or the board resolution that
establishes a particular series of preferred stock in its entirety. We urge you to read that
amendment or board resolution because it, and not the description in the prospectus
supplement, will define your rights as a holder of preferred stock. The certificate of amendment to
our certificate of incorporation or board resolution will be filed with the Secretary of State of
the State of Delaware and with the SEC.
No shares of our preferred stock are currently outstanding, and we have no present plans to
issue any shares of our preferred stock.
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Certain Effects of Authorized but Unissued Stock
We may issue additional shares of common stock or preferred stock without shareholder
approval, subject to applicable rules of the New York Stock Exchange, for a variety of corporate
purposes, including raising additional capital, corporate acquisitions, corporate recapitalization
transactions such as stock splits and employee benefit plans. The existence of unissued and
unreserved common and preferred stock may enable us to issue shares to persons who are friendly to
current management, which could discourage an attempt to obtain control of us through a merger,
tender offer, proxy contest, or otherwise, and protect the continuity of management and possibly
deprive you of opportunities to sell your shares at prices higher than the prevailing market
prices.
Certain Provisions of our Certificate of Incorporation and Bylaws
Our certificate of incorporation and bylaws:
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provide for a classified board of directors; |
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limit the right of shareowners to remove directors; |
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do not allow shareowners to change the size of the board of directors; |
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do not allow shareowners to fill vacancies on the board of directors;
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require a higher percentage of shareowners than would otherwise be required under
Delaware law to amend, alter or repeal certain provisions of our certificate of
incorporation and bylaws. |
These provisions may discourage certain types of transactions that involve an actual or
threatened change of control of us. Since the terms of our certificate of incorporation and bylaws
may differ from the general information we are providing, you should only rely on the actual
provisions of our certificate of incorporation and bylaws. If you would like to read our
certificate of incorporation or bylaws, they are on file as exhibits to documents we have filed
with the SEC, which are available as described under Where You Can Find More Information.
Size of Board
Our certificate of incorporation provides that the number of directors to constitute the board
of directors will be fixed from time to time by resolution of our board of directors, subject to
any rights of holders of any outstanding series of preferred stock or any other series or class of
stock to elect additional directors under specified circumstances. Our bylaws provide for a board
of directors of at least five but not more than twenty directors. In accordance with our bylaws,
our board of directors has fixed the number of directors at ten.
Election of Directors
A director is generally elected by the vote of a majority of the votes cast at a the meeting
at which the election is held, except that, in case of a contested election, directors are elected
by the vote of a plurality of the votes present in person or represented by proxy at the meeting.
In order for one of our shareowners to nominate a candidate for director, our bylaws require that
such
shareowner give timely notice to us in advance of the meeting. Ordinarily, the shareowner must
give notice not less than 90 days nor more than 120 days before the first anniversary of the
preceding years annual meeting. The notice must describe various matters regarding the nominee,
the shareowner giving the notice, and the beneficial owner on whose behalf the nomination is made.
Our certificate of incorporation does not permit cumulative voting in the election of directors.
Accordingly, the holders of a majority of the then outstanding shares of common stock can elect all
the directors of the class then being elected at that meeting of shareowners.
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Classified Board
Our certificate of incorporation and bylaws provide that our board of directors will be
divided into three classes, with the classes to be as nearly equal in number as possible, and that
one class shall be elected each year and serve for a three-year term.
Removal of Directors
Delaware law provides that, if a corporation has a classified board, the holders of a majority
of the corporations voting stock may remove a director or the entire board from office only for
cause, unless the certificate of incorporation provides otherwise. Our certificate of incorporation
provides that shareowners may remove a director only for cause and with the approval of the
holders of 70% of our voting stock, subject to any rights of holders of any outstanding series of
preferred stock or any other series or class of stock to elect additional directors under specified
circumstances.
Filling Vacancies
Our certificate of incorporation provides that, subject to the rights, if any, of the holders
of any class of preferred stock then outstanding, only the vote of a majority of the remaining
directors may fill vacancies (although less than a quorum).
Limitations on Shareowner Action by Written Consent
Our certificate of incorporation eliminates the right of shareowners to act by written consent
without a meeting.
Limitations on Calling Shareowner Meetings
Under our bylaws, shareowners may not call special meetings of shareowners or require our
board of directors to call special meetings of shareowners, and only our board of directors may
call special meetings of our shareowners, unless otherwise provided by Delaware law.
Limitations on Proposals of Other Business
In order for a shareowner to bring a proposal before an annual meeting, our bylaws require
that the shareowner give timely notice to us in advance of the meeting. Ordinarily, the shareowner
must give notice at least 90 days but not more than 120 days before the first anniversary of the
preceding years annual meeting. The notice must include a description of the proposal, the reasons
for the proposal and other specified matters, including information regarding the shareowner giving
the notice and the beneficial owner, if any, on whose behalf the proposal is made.
Our board of directors may reject any proposals that have not followed these procedures or
that are not a proper subject for shareowner action in accordance with the provisions of applicable
law.
Anti-Takeover Effects of Provisions
The classification of directors, the inability to vote shares cumulatively, the advance notice
requirements for nominations and provisions of our certificate of incorporation and bylaws that
limit the ability of shareowners to increase the size of our board or to remove directors and
that permit the remaining directors to fill any vacancies on our board of directors make it more
difficult for shareowners to change the composition of our board of directors. As a result, at
least two annual shareowner meetings may be required for the shareowners to change a majority of
the directors, whether or not a change in our board of directors would benefit us and our
shareowners and whether or not a majority of our shareowners believes that the change would be
desirable.
The provisions of our bylaws that require advance notice of other provisions may make it more
difficult for shareowners to take action opposed by the board of directors. Moreover, a shareowner
cannot force a shareowner consideration of a proposal over the opposition of our board of directors
by calling a special meeting of shareowners.
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These provisions make it more difficult and time-consuming to obtain majority control of our
board of directors or otherwise bring a matter before shareowners without our boards consent, and
thus reduce our vulnerability to an unsolicited takeover proposal. These provisions enable us to
develop our business in a manner which will foster long-term growth by reducing to the extent
practicable the threat of a takeover not in the best interests of us or our shareowners and the
potential disruption entailed by that threat. On the other hand, these provisions may adversely
affect the ability of shareowners to influence our governance and the possibility that shareowners
would receive a premium above market price for their securities from a potential acquirer who is
unfriendly to management.
Delaware Statutory Provisions
Delaware law also contains certain provisions which may have an anti-takeover effect and
otherwise discourage third parties from effecting transactions with us.
In general, Delaware law prohibits a publicly-held Delaware corporation from engaging in a
business combination with an interested stockholder for a period of three years following the
date the person became an interested stockholder, unless the business combination or the
transaction in which the person became an interested stockholder is approved in a prescribed
manner. Generally, a business combination includes a merger, asset or stock sale, or other
transaction resulting in a financial benefit to the interested stockholder. Generally, an
interested stockholder is a person who, together with affiliates and associates, owns or within
three years prior to the determination of interested stockholder status did own, 15% or more of a
corporations voting stock. The existence of this provision may have an anti-takeover effect with
respect to transactions not approved in advance by the board of directors, including discouraging
attempts that might result in a premium over the market price for the shares of common stock held
by shareowners.
DESCRIPTION OF WARRANTS AND WARRANT UNITS
We may issue warrants, including warrants to purchase debt securities, common stock or
preferred stock or any combination of the foregoing. Warrants may be issued independently or as
part of a unit with any other securities and may be attached to or separate from the underlying
securities. The warrants will be issued under warrant agreements to be entered into between us and
a bank or trust company, as warrant agent, as detailed in the prospectus supplement relating to the
warrants being offered.
A prospectus supplement relating to any warrants being offered will include specific terms
relating to the offering, including a description of any other securities sold together with the
warrants. Such terms will include:
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the title of the warrants; |
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the aggregate number of the warrants; |
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the price or prices at which the warrants will be issued; |
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the currencies in which the price or prices of the warrants may be payable; |
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the designation, amount and terms of the debt securities, common stock or preferred
stock purchasable upon exercise of the warrants and procedures by which those numbers may be
adjusted; |
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the designation and terms of the other offered securities, if any, with which the
warrants are issued and the number of the warrants issued with each security; |
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if applicable, the date on and after which the warrants and the offered securities
purchasable upon exercise of the warrants will be separately transferable; |
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the price or prices at which the offered securities purchasable upon exercise of
the warrants may be purchased; |
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the date on which the right to exercise the warrants shall commence and the date
on which the right shall expire; |
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the minimum or maximum amount of the warrants that may be exercised at any one
time; |
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any terms relating to the modification of the warrants, including adjustments in
the exercise price; |
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information with respect to book-entry procedures, if any; |
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a discussion of any material Federal income tax considerations; and |
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any other material terms of the warrants, including terms, procedures, and
limitations relating to the transferability, exchange, exercise or redemption of the
warrants. |
The descriptions of the warrant agreements in this prospectus are summaries of the material
provisions that will appear in the applicable agreements. These descriptions do not include all
terms of those agreements and do not contain all of the information that you may find useful. The
applicable prospectus supplement will describe the terms of any warrants or warrant units in more
detail; and we urge you to read the applicable documents because they, and not our summaries and
descriptions, will define your rights as holders of the warrants or any warrant units. The forms of
the relevant documents will be filed with the SEC and will be available as described under the
heading Where You Can Find More Information above.
DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS
We may issue purchase contracts obligating holders to purchase from us, and us to sell to the
holders, our securities at a future date or dates. The purchase contracts may require us to make
periodic payments to the holders of purchase contracts. These payments may be unsecured or
prefunded on a basis to be specified in the prospectus supplement relating to the purchase
contracts. The purchase contracts may be issued separately or as part of purchase units consisting
of a purchase contract and an underlying security that is pledged by the holder of a purchase
contract to secure its obligations under the purchase contract.
The prospectus supplement relating to any purchase contracts or purchase units we are offering
will specify the material terms of the purchase contracts, the purchase units and any applicable
pledge or depository arrangements, including one or more of the following:
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the amount that a holder will be obligated to pay under the purchase contract, or the
formula by which such amount shall be determined; |
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the settlement date or dates on which the holder will be obligated to purchase the
securities, and the conditions, if any, under which the settlement date may occur on an earlier
date; |
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the events, if any, that will cause our obligations and the obligations of the holder
under the purchase contract to terminate; |
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the settlement rate, which will determine the number of shares or other securities to
be purchased, which may be determined by a formula, which may be based on the market price of our
common stock or preferred stock over a specified period or determined by reference to other
factors; |
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whether the purchase contracts will be issued separately or as part of units consisting
of a purchase contract and an underlying security, which would be pledged by the holder to secure
its obligations under a purchase contract; |
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the type of underlying security, if any, that is pledged by the holder to secure its
obligations under a purchase contract; |
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the terms of any pledge arrangement relating to any underlying securities, including the
terms on which distributions or payments of interest and principal on any underlying
securities will be retained by a collateral agent, delivered to us or distributed to the
holder; and |
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the amount of the contract fee, if any, that may be payable by us to the holder or by
the holder to us, the terms of payment and any provisions for deferral of payment; the
contract fee may be a percentage of the stated amount of the purchase contract or determined
by other factors. |
The descriptions of the purchase contracts, purchase units and any applicable underlying
security or pledge or depository arrangements in this prospectus are summaries of the material
provisions that will appear in the applicable documents. These descriptions do not include all
terms of those documents and do not contain all of the information that you may find useful. The
applicable prospectus supplement will describe the terms of any purchase contracts or purchase
units in more detail; and we urge you to read the applicable documents because they, and not our
summaries and descriptions, will define your rights as holders of the purchase contracts or
purchase units. The forms of the relevant documents will be filed with the SEC and will be
available as described under the heading Where You Can Find More Information above.
PLAN OF DISTRIBUTION
We may sell securities to or through one or more underwriters or dealers, and also may sell
securities directly to other purchasers or through agents. These firms may also act as our agents
in the sale of securities. Only underwriters named in the prospectus supplement will be considered
as underwriters of the securities offered by the prospectus supplement.
We may distribute securities at different times in one or more transactions. We may sell
securities at fixed prices, which may change, at market prices prevailing at the time of sale, at
prices related to the prevailing market prices or at negotiated prices.
In connection with the sale of securities, underwriters may receive compensation from us or
from purchasers of securities in the form of discounts, concessions or commissions. Underwriters,
dealers and agents that participate in the distribution of securities may be deemed to be
underwriters for purposes of the Securities Act of 1933. Discounts or commissions they receive and
any profit on their resale of securities may be considered underwriting discounts and commissions
under the Securities Act of 1933. We will identify any underwriter or agent, and we will describe
any compensation, in the prospectus supplement.
We may agree to indemnify underwriters, dealers and agents who participate in the distribution
of securities against certain liabilities, including liabilities under the Securities Act of 1933.
We may authorize dealers or other persons who act as our agents to solicit offers by certain
institutions to purchase securities from us under contracts which provide for payment and delivery
on a future date. We may enter into these contracts with commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable institutions and others.
If we enter into these agreements concerning any offering of securities hereunder, we will indicate
that in the prospectus supplement.
In connection with an offering of securities, underwriters may engage in transactions that
stabilize, maintain or otherwise affect the price of the securities. Specifically, underwriters
may over-allot in connection with the offering, creating a syndicate short position in the
securities for their own account. In addition, underwriters may bid for, and purchase, securities
in the open market to cover short positions or to stabilize the price of the securities. Finally,
underwriters may reclaim selling concessions allowed for distributing the securities in the
offering if the underwriters repurchase previously distributed securities in transactions to cover
short positions, in stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the securities above independent market levels. Underwriters are
not required to engage in any of these activities and may end any of these activities at any time.
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Unless otherwise indicated in the prospectus supplement, each series of securities offered
will be a new issue of securities and will have no established trading market, and will not be
listed on a national securities exchange. We cannot give you any assurance as to the liquidity of
or the existence of trading markets for any securities.
LEGAL MATTERS
Bryan Cave LLP, St. Louis, Missouri, as our counsel, has issued an opinion as to the
legality of the securities.
EXPERTS
The consolidated financial statements, incorporated in this prospectus by reference from the
Companys Annual Report on Form 10-K for the year ended August 31, 2008, and the effectiveness of
the Companys internal control over financial reporting, have been audited by Deloitte & Touche
LLP, an independent registered public accounting firm, as stated in their reports which are
incorporated herein by reference (which reports (1) express an unqualified opinion on the financial
statements and include an explanatory paragraph regarding the Companys adoption of Financial
Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes an
interpretation of FASB Statement No. 109; Statement of Financial Accounting Standards No. 158,
Employers Accounting for Defined Benefit Pension and Other Postretirement Plans an amendment of
FASB Statements No. 87, 88, 106 and 132(R); and Financial Accounting Standards Board Interpretation
No. 47, Accounting for Conditional Asset Retirement Obligations an interpretation of FASB
Statement No. 143, effective September 1, 2007, August 31, 2007, and August 31, 2006, respectively,
and (2) express an unqualified opinion on the effectiveness of the Companys internal control over
financial reporting). Such financial statements have been so incorporated in reliance upon the
reports of such firm given upon their authority as experts in accounting and auditing.
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$300,000,000
Monsanto Company
2-¾%
Senior Notes due 2016
PROSPECTUS SUPPLEMENT
Goldman, Sachs & Co.
BofA Merrill Lynch
Barclays Capital
Mitsubishi UFJ Securities
Citi
J.P. Morgan
Morgan Stanley
RBS
Credit Agricole CIB
Mizuho Securities
Rabo Securities
Wells Fargo Securities
BNY Mellon Capital Markets, LLC
Fifth Third Securities, Inc.
Santander
SOCIETE GENERALE
Standard Chartered Bank
The Williams Capital Group, L.P.
UniCredit Capital Markets