Obligation Agrum Inc. 7.125% ( US008916AG32 ) en USD

Agrum Inc.

100 % ▼

Canada

US008916AG32 ( en USD )

7.125% par an ( paiement semestriel )

22/05/2036

Prospectus brochure de l'obligation Agrium Inc US008916AG32 en USD 7.125%, échéance 22/05/2036

1 000 USD

7 089 000 USD

008916AG3

BBB ( Qualité moyenne inférieure )

N/A

23/05/2025 ( Dans 14 jours )

Agrium Inc. était une entreprise canadienne d'engrais et de produits agricoles, fusionnée avec PotashCorp en 2016 pour former Nutrien.

L'Obligation émise par Agrum Inc. ( Canada ) , en USD, avec le code ISIN US008916AG32, paye un coupon de 7.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/05/2036
L'Obligation émise par Agrum Inc. ( Canada ) , en USD, avec le code ISIN US008916AG32, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

suppl
SUPPL 1 o31612suppl.htm SUPPL
file:///U|/Tamara/Agrium%20Inc,%207.125%%20Debs%20due%202036.htm (1 of 105)5/31/2006 11:49:29 AM

suppl

Filed pursuant to
General Instruction
II.K. of Form F-9;
File No. 333-133965
PROSPECTUS SUPPLEMENT
(to prospectus dated May 15, 2006)
U.S.$300,000,000

7.125% Debentures due May 23, 2036
The 7.125% debentures due May 23, 2036 (the "Debentures") will bear interest at the rate of 7.125% per year.
We will pay interest on the Debentures semi-annually on May 23 and November 23 of each year. The first interest
payment on the Debentures will be made on November 23, 2006. The Debentures will mature on May 23, 2036. The
Debentures will be senior unsecured obligations that will rank equally with all of our other senior unsecured
indebtedness from time to time outstanding. The Debentures will be issued only in denominations of U.S.$1,000 and
integral multiples of U.S.$1,000.
We may redeem some or all of the Debentures at any time and from time to time at the "make-whole"
redemption price described in this prospectus supplement. We may also redeem all of the Debentures if certain
changes affecting Canadian withholding taxes occur. The Debentures are not subject to any sinking fund provisions.
Investing in the Debentures involves risks that are incorporated by reference in the
"Risk Factors" section on page S-10 of this prospectus supplement and described in the
"Risk Factors" section beginning on page 8 of the accompanying prospectus.
We are permitted, under a multi-jurisdictional disclosure system adopted by the United States and Canada, to
prepare this prospectus supplement and the accompanying prospectus in accordance with Canadian disclosure
requirements. You should be aware that such requirements are different from those of the United States. We prepare
our financial statements in accordance with Canadian generally accepted accounting principles and are subject to
Canadian auditing and auditor independence standards. As a result, they may not be comparable to financial
statements of U.S. companies in certain respects. Information regarding the impact upon our financial statements of
significant differences between Canadian and U.S. generally accepted accounting principles is contained in the notes
to our annual audited consolidated financial statements incorporated by reference in this prospectus supplement and
the accompanying prospectus.
You should be aware that the purchase of the Debentures may have tax consequences both in the United States
and Canada. This prospectus supplement and the accompanying prospectus may not describe these tax consequences
fully for investors who are resident in, or citizens of, the United States. You should read the tax discussion in this
prospectus supplement.
Your ability to enforce civil liabilities under U.S. federal securities laws may be affected adversely by the fact
that we are incorporated under the laws of Canada, most of our officers and directors and most of the experts named
in this prospectus supplement are residents of Canada, and a substantial portion of our assets are located outside the
United States.
file:///U|/Tamara/Agrium%20Inc,%207.125%%20Debs%20due%202036.htm (2 of 105)5/31/2006 11:49:29 AM

suppl

Per Debenture

Total

Public offering price(1)
U.

S.

99.656%
$
298,968,000
Underwriting commission
U.

S.

0.875%
$
2,625,000
Proceeds, before expenses, to Agrium(1)
U.

S.

98.781%
$
296,343,000

(1) Plus accrued interest, if any, from May 24, 2006, if settlement occurs after that date.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or
disapproved these securities or determined if this prospectus supplement or the accompanying prospectus is truthful
or complete. Any representation to the contrary is a criminal offence.
The Debentures are expected to be ready for delivery in book-entry form only through The Depository Trust
Company on or about May 24, 2006.
Sole Lead Manager
Merrill Lynch & Co.
Co-Managers
JPMorgan
RBC Capital Markets
Scotia Capital
The date of this prospectus supplement is May 17, 2006
file:///U|/Tamara/Agrium%20Inc,%207.125%%20Debs%20due%202036.htm (3 of 105)5/31/2006 11:49:29 AM

suppl

IMPORTANT NOTICE ABOUT INFORMATION IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms
of the Debentures being offered. The second part, the accompanying base shelf prospectus of Agrium, dated May 15,
2006, gives more general information, some of which does not apply to the Debentures being offered. The
accompanying base shelf prospectus is referred to as the "prospectus" in this prospectus supplement.
You should rely only on the information contained in or incorporated by reference in this prospectus
supplement and the accompanying prospectus. If the description of the Debentures varies between this
prospectus supplement and the accompanying prospectus, you should rely on the information in this
prospectus supplement. We have not, and the underwriters have not, authorized anyone to provide you with
different or additional information. If anyone provides you with any different or inconsistent information, you
should not rely on it. We are not, and the underwriters are not, making an offer to sell the Debentures in any
jurisdiction where the offer or sale is not permitted by law. You should assume that the information appearing
in this prospectus supplement and the accompanying prospectus, as well as information we previously filed
with the U.S. Securities and Exchange Commission and with the Alberta Securities Commission and
incorporated by reference, is accurate as of the date of such information only. Our business, financial
condition, results of operations and prospects may have changed since those dates.
Unless otherwise indicated, references to "Agrium", "we", "us" or "our" are to Agrium Inc. and its
consolidated subsidiaries and any partnership of which Agrium Inc. and its subsidiaries are the partners. All
capitalized words used in this prospectus supplement and not herein defined have the meanings provided for in the
accompanying prospectus. In this prospectus supplement and the accompanying prospectus, all references to
"dollars", "$", and "U.S.$" are to United States dollars, and references to "Cdn.$" are to Canadian dollars. Unless
otherwise indicated, all financial information included and incorporated by reference in this prospectus supplement
and the accompanying prospectus is determined using Canadian generally accepted accounting principles ("Canadian
GAAP"). "U.S. GAAP" means generally accepted accounting principles in the United States. For a discussion of the
principal differences between our financial results as calculated under Canadian GAAP and under U.S. GAAP, you
should refer to note 27 of our audited consolidated financial statements as at and for the year ended December 31,
2005, incorporated by reference into this prospectus supplement.
This prospectus supplement is deemed to be incorporated by reference into the accompanying prospectus
solely for the purposes of the offering of the Debentures hereby. Other documents are also incorporated or deemed to
be incorporated by reference into this prospectus supplement and into the accompanying prospectus. See
"Documents Incorporated by Reference" in this prospectus supplement and in the accompanying prospectus and
"Where You Can Find More Information" in the accompanying prospectus.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference
herein or in the accompanying prospectus shall be deemed to be modified or superseded for purposes of this
prospectus supplement or the accompanying prospectus to the extent that a statement contained herein or in the
accompanying prospectus or in any other subsequently filed document which also is or is deemed to be incorporated
by reference herein or in the accompanying prospectus modifies or supersedes such prior statement. The modifying
or superseding statement need not state that it has modified or superseded a prior statement or include any other
information set forth in the document that it modifies or supersedes. The making of a modifying or superseding
statement is not to be deemed an admission for any purposes that the modified or superseded statement, when made,
constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is
file:///U|/Tamara/Agrium%20Inc,%207.125%%20Debs%20due%202036.htm (4 of 105)5/31/2006 11:49:29 AM

suppl
required to be stated or that is necessary to make a statement, in light of the circumstances in which it was made, not
misleading. Any statement or document so modified or superseded shall not, except to the extent so modified or
superseded, be incorporated by reference and constitute a part of this prospectus supplement or the accompanying
prospectus.
S-1
file:///U|/Tamara/Agrium%20Inc,%207.125%%20Debs%20due%202036.htm (5 of 105)5/31/2006 11:49:29 AM

suppl

TABLE OF CONTENTS

Page
Prospectus Supplement

Exchange Rates

S-3
Forward-Looking Statements

S-3
Documents Incorporated by Reference

S-5
Summary of the Offering

S-6
Agrium

S-8
Recent Developments

S-10
Risk Factors

S-10
Selected Consolidated and Pro Forma Financial Information

S-11
Use of Proceeds

S-13
Consolidated Capitalization

S-14
Description of the Debentures

S-16
Interest Coverage Ratios

S-20
Credit Ratings

S-21
Certain Income Tax Considerations

S-22
Underwriting

S-25
Legal Matters

S-26
Experts

S-27

Page
Prospectus

Definitions and Other Matters

3
Exchange Rates

4
Forward-Looking Statements

4
Documents Incorporated by Reference

6
Where You Can Find More Information

7
Enforceability of Civil Liabilities

7
Documents Filed as Part of the Registration Statement

8
Risk Factors

8
Agrium

10
Recent Developments

11
Consolidated Capitalization

11
Interest Coverage Ratios

12
Credit Ratings

13
Description of Debt Securities

14
Certain Income Tax Considerations

26
Plan of Distribution

27
Use of Proceeds

27
file:///U|/Tamara/Agrium%20Inc,%207.125%%20Debs%20due%202036.htm (6 of 105)5/31/2006 11:49:29 AM

suppl
Legal Matters

28
Experts

28
Auditors' Consents

29
S-2
file:///U|/Tamara/Agrium%20Inc,%207.125%%20Debs%20due%202036.htm (7 of 105)5/31/2006 11:49:29 AM

suppl

EXCHANGE RATES
The exchange rate between the Canadian dollar and the United States dollar used in this prospectus supplement
varies depending on the date and context of the information contained herein.
The following table sets forth (i) the rates of exchange for the Canadian dollar, expressed in U.S. dollars, in
effect at the end of each of the periods indicated, (ii) the average of exchange rates in effect on the last day of each
month during such periods and (iii) the high and low exchange rates during each period, in each case based on the
inverse of the noon buying rate in New York City for cable transfers payable in Canadian dollars as certified for
customs purposes by the Federal Reserve Bank of New York.

Three Months

Ended

March 31,

Year Ended December 31,

2005

2006

2001

2002

2003

2004

2005

Rate at end of period

0.8269
0.8569
0.6279
0.6329
0.7738
0.8310
0.8579
Average rate for period

0.8155
0.8660
0.6458
0.6368
0.7139
0.7682
0.8254
High for period

0.8346
0.8834
0.6697
0.6619
0.7738
0.8493
0.8690
Low for period

0.7961
0.8528
0.6241
0.6200
0.6349
0.7158
0.7872
On May 16, 2006, the inverse of the noon buying rate in New York City for cable transfers in Canadian dollars
as certified for customs purposes by the Federal Reserve Bank of New York was Cdn.$1.00 = U.S.$0.8999.
FORWARD-LOOKING STATEMENTS
Certain statements and other information included or incorporated by reference in this prospectus supplement
or in the accompanying prospectus constitute forward-looking statements as defined under applicable securities
legislation. Forward-looking statements are typically identified by the words "believe", "expect", "anticipate",
"intend", "estimate", "outlook", "focus", "potential", "will", "should", "would" and "could" and other similar
expressions. These forward-looking statements include, but are not limited to, references to:

·
disclosures made in our management's discussion and analysis for the year ended December 31, 2005
incorporated by reference herein including under the headings "Outlook" and "Royster-Clark
Acquisition" and in our management's discussion and analysis for the three-month period ended
March 31, 2006 incorporated by reference herein;

·
our corporate goals;

·
key drivers for our business and industry trends;

·
the amount and type of future capital expenditures and capital resources;

·
future cash requirements and long-term obligations;

·
business strategies and plans for implementing them;

·
goals, expansion and growth of our business and operations;

·
future seed volumes, prices and sales;

file:///U|/Tamara/Agrium%20Inc,%207.125%%20Debs%20due%202036.htm (8 of 105)5/31/2006 11:49:29 AM

suppl

·
availability of raw materials, particularly gas availability or gas price relative to nitrogen prices;

·
risk mitigation activities;

·
qualification of derivative contracts for hedge accounting;
S-3
file:///U|/Tamara/Agrium%20Inc,%207.125%%20Debs%20due%202036.htm (9 of 105)5/31/2006 11:49:29 AM

suppl

·
our future results and plans respecting our acquisitions;

·
the terms of the offering of our Debt Securities;

·
our ratings outlook;

·
the expected credit ratings for the Debentures;

·
environmental and civil liabilities;

·
insurance coverage and legal proceedings;

·
risk factors; and

·
stock-based compensation.
These forward-looking statements are based on certain assumptions and analysis made by us in light of our
experience and perception of historical trends, current conditions and expected future developments as well as other
factors we believe are appropriate in the circumstances. Our expectations regarding future developments are also
based, in part, upon our assumptions respecting our ability to successfully integrate recent acquisitions into our
existing businesses and to achieve consequent synergies and expected increased revenues.
However, such forward-looking statements involve known and unknown risks and uncertainties, including
those referred to in this prospectus supplement or in the accompanying prospectus, or in any document incorporated
by reference herein or therein, which may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or implied by such forward-looking
statements. These risks include, but are not limited to:

·
general economic, market and business conditions, including: supply and demand for crop nutrients,
seed and crop protection chemicals; supply and demand for grain and other agricultural crops;
changes in government, agricultural, safety, environmental and other legislation and policies;
fluctuations in foreign exchange rates, nutrient prices or feedstock prices or other costs that cannot be
recovered through increases in nutrient prices; actions by competitors and others including changes to
industry capacity and utilization and product pricing; performance by customers, suppliers, personnel
and counterparties to financial instruments; and changes in capital markets;

·
weather conditions and seasonal patterns;

·
general operating risks associated with: investment and operations in foreign jurisdictions including
those relating to economic, political and regulatory policies of local governments; our ability to
anticipate our future cash requirements and manage our long-term obligations; the level and
effectiveness of future capital expenditures and reliability of performance of existing capital assets;
our ability to transport or deliver product to markets; present and discontinued mining operations; and
labor disruptions; and

·
strategic risks including: our ability to implement our business strategy; results of our risk mitigation
strategies, including gas or energy hedging programs and insurance; our ability to integrate any assets
we have acquired or we may acquire or the performance of those assets; the opportunities, or lack of
opportunities, that may be presented to and pursued by us; technological changes; and other factors,
many of which are beyond our control.
file:///U|/Tamara/Agrium%20Inc,%207.125%%20Debs%20due%202036.htm (10 of 105)5/31/2006 11:49:29 AM

Document Outline

Local Disk
- #1">suppl