All posts by Steve Seay

Phibro to produce NH3 in Indiana

Phibro LLC, Stamford, Conn., which recently re-entered the fertilizer business (GM Jan. 29, p. 17), has acquired an idled coal-gasification plant from Wabash Valley Power Association near West Terre Haute, Ind., with plans to upgrade the facility to a petcoke-based anhydrous ammonia plant, according to a Bloomberg News interview with Phibro CEO Simon Greenshields. The company is expected to invest some $450 million to make the upgrade. Phibro and Wabash had not responded to inquiries at the time of this alert.

STC calls urea tender

The State Trading Corp. of India called a urea tender to close May 19, with validity through May 27.

The announcement came earlier than industry watchers had expected. Most were looking at the tender to be called at the end of the month with late-June and mid-July shipment dates. The STC tender calls for shipping by July 5.

The shipping time includes some of the Chinese domestic season. Sources had speculated that any tender call before the end of the month could result in offers similar to the MMTC tender that closed last month. Chinese product will remain tight, leaving producers with no incentive to lower prices.

Four companies remain on “holiday” by STC for lack of performance in previous tenders. The companies are Helm, Blue Deebaj, Continental and Emmsons.

PotashCorp responds to mini-tender offer

Potash Corp. of Saskatchewan Inc. said May 13 that it has become aware of an unsolicited “mini-tender” offer made by TRC Capital Corp. (TRC Capital) to purchase up to 5,000,000 PotashCorp common shares, or approximately 0.60 percent of PotashCorp’s outstanding common shares, at a price of C$19.95 per common share. It says the offering price represents a discount of 4.41 and 4.68 percent, respectively, to the closing prices of PotashCorp common shares on the Toronto Stock Exchange and New York Stock Exchange on May 10, 2016, the last trading day before the mini-tender offer was commenced.

PotashCorp does not endorse this unsolicited mini-tender offer and recommends that shareholders do not tender their shares. PotashCorp said it is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.

PotashCorp said TRC Capital has made similar unsolicited mini-tender offers for shares of other public companies. It said these offers are designed to avoid many disclosure and procedural requirements applicable to most take-over bids and tender offers under Canadian and United States securities legislation.

PotashCorp said the Canadian Securities Administrators (CSA) have expressed serious concerns about mini‑tender offers, such as the possibility that investors might tender to a mini-tender offer based upon a misunderstanding of the terms of the offer, including the per securities price available under the offer relative to the market price of such securities.

The U.S. Securities and Exchange Commission (SEC) has also issued comments about mini-tender offers. The SEC states: “Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off-guard if the investors do not compare the offer price to the current market price.”

PotashCorp urges shareholders to obtain current market quotations for their shares, consult with their broker or financial advisor and exercise caution with respect to TRC Capital’s offer. PotashCorp recommends that shareholders who have not responded to TRC Capital’s mini-tender offer take no action. It says shareholders who have already tendered their shares should take actions to withdraw them including reviewing the withdrawal procedures in TRC Capital’s offering documents.

Honeywell to spin off Resins and Chemicals

Honeywell, Morris Plains, N.J., announced today its intention to spin off its Resins and Chemicals business into a standalone, publicly- traded company named AdvanSix Inc. Completion of the transaction is expected to occur by early 2017 and is subject to certain customary conditions, including, among others, assurance that the spin-off of AdvanSix will be tax-free to Honeywell shareowners, the effectiveness of appropriate filings with the U.S. Securities and Exchange Commission, and final approval by Honeywell’s board of directors. The company said there is no impact to financial guidance at this time.

“Our $1.3 billion Resins and Chemicals business enjoys a leading position in the industries it serves and a global cost advantage. It is favorably positioned to continue to achieve global growth as a standalone enterprise, with added flexibility to make capital investments that enhance its offerings and service to customers,” said Honeywell Chairman and CEO Dave Cote. “Following the spin-off, Honeywell and AdvanSix will each have a more focused business and be better positioned to invest more in growth opportunities and execute strategic plans best suited to its respective business. The transaction will create added value for our shareowners, who will receive AdvanSix shares tax-free in addition to the Honeywell shares they already own.”

“Today’s announcement represents another step in the evolution of the Honeywell portfolio, as we continue to focus on driving breakthrough growth through advanced software capabilities and technology differentiation, with high-value product offerings that help us to win in the marketplace,” added Cote. “We have a well-balanced and successful capital deployment strategy, which includes acquisitions and divestitures, capital expenditures, dividends, and share repurchase, all of which drive additional value to our shareowners over the long-term.”

Upon completion of the spin-off, AdvanSix will be an independent, global, leading manufacturer of Nylon 6, a polymer resin used to produce engineered plastics, fibers, filaments, and films that, in turn, are used in end products such as automotive and electronic components, carpets, sports apparel, fishing nets, and food and industrial packaging.

AdvanSix also produces Sulf-N® ammonium sulfate fertilizers and chemical intermediates, including phenol, acetone, and Nadone® cyclohexanone, and is the largest single-site producer of caprolactam.

Erin Kane will serve as president and CEO of AdvanSix upon completion of the transaction. Kane currently serves as vice president and general manager of the Resins and Chemicals business, a position she has held since October 2014. She joined Honeywell in 2002 and has held numerous marketing, management, and business director roles in Resins and Chemicals and other businesses within Honeywell. Prior to joining Honeywell, Kane held Six Sigma and process engineering positions at Elementis Specialties and Kvaerner Process.

“Erin is uniquely qualified to lead the new, independent company. She has extensive experience in managing the global Resins and Chemicals business, having served in a number of business roles with increasing responsibility over the last eight years. As head of the Resins and Chemicals business over the last two years, she helped the business expand its product portfolio while maintaining the operational and cost advantages that it enjoys,” added Cote. “Her deep industry experience and business acumen, combined with the experience she has honed in general management, marketing, and operational positions while at Honeywell, will allow Erin to provide strong leadership for the new company.”

LSB to sell Climate Control Business

LSB Industries Inc. said May 12 that it has entered into a definitive agreement to sell the company’s Climate Control Business (CCB) to NIBE Industrier AB (publ) of Sweden (NIBE) for a total cash consideration of $364 million. The unit generated approximately $274 million in revenue and $25 million in EBITDA in 2015.

Proceeds from the transaction will primarily be used to pay down debt. As a result, LSB will have greater financial flexibility and an improved capital structure to execute its growth strategies for its core Chemical Business, including improving the company’s chemical plant on-stream rates.

“This transaction represents an important milestone for LSB and our shareholders,” said Dan Greenwell, LSB president and CEO. “Our Climate Control Business is a solid operation with innovative products in multiple categories. On behalf of the board and management team, I would like to thank the CCB employees. Today’s announcement would not have been possible without their hard work and dedication and we commend them for their accomplishments. We are confident that in NIBE, we have found CCB the right home to realize its full potential.”

“As a focused chemicals company, our management team can now concentrate entirely on growing our Chemical Business by leveraging the substantial investments we have made over the last several years to enhance the reliability and profitability of our facilities,” he said. “We are confident that the investments we made at El Dorado will significantly enhance our performance and look forward to the generation of strong cash flow from those facilities. Importantly, this transaction will enhance our financial flexibility and allow us to continue to invest in improving our plants. We look forward to realizing the benefits of a standalone LSB Chemical Business.”

The companies expect to close the transaction in the third quarter of 2016, subject to regulatory approvals and other customary closing conditions.

Credit Suisse and Vinson & Elkins LLP acted as financial advisor and legal counsel, respectively, to LSB on this divestiture.

Impairment impacts IPL results

Incitec Pivot Ltd. reported first half net profit after tax (NPAT) of A$31.5 million on revenues of $1.52 billion, down from the year-ago $146.4 million and $1.59 billion, respectively. However, after a one time impairment of $105.6 million relating to the value of the Gibson Island fertilizer plant, NPAT was $137.1 million.

“Our first half results underscore the resilience of the business, particularly given the pronounced resources sector downturn and decline in global fertilizer prices,” said IPL Managing Director and CEO James Fazzino. “Our performance validates decisions taken over the past several years to position the company to respond to market conditions.”

IPL said its new nitrogen project in Louisiana is now 97 percent complete and it is expected to commence production in the third quarter.

 

 

 

K+S 1Q income off 31 percent

K+S Group reported that first-quarter operating earnings (EBIT I) fell by 31 percent to €218 million and revenues were down 20 percent to €1.1 billion. EBIT I in the Potash and Magnesium Products business unit was down 44 percent to €102 million due to lower sales volumes and a lower average price, particularly for KCl in the overseas regions. The company said the Legacy project in Saskatchewan is on track for commissioning as scheduled this summer.

“As expected, revenues and earnings were significantly below the previous year’s levels due to the prevailing weakness in the potash market,” said Norbert Steiner, K+S chairman. “Thanks to our two-pillar strategy and our broad product portfolio, we have still been able to perform well compared with the competition. The medium and long-term growth trends in our business are continuing and we are consistently gearing all measures towards our management agenda. K+S remains a company with very good prospects.”

Mosaic 1Q aided by currency, tax benefits

The Mosaic Co. today reported first quarter 2016 net earnings of $257 million, down from $295 million in the first quarter of 2015. Earnings per diluted share were $0.73 and included a positive impact of $0.59 from notable items, primarily related to currency and tax benefits. Mosaic’s net sales in the first quarter of 2016 were $1.7 billion, down from $2.1 billion last year, reflecting lower prices as well as lower potash sales volumes. Operating earnings during the quarter were $163 million, down from $319 million a year ago, as the lower net sales were partially mitigated by lower potash and phosphate production costs and benefits of continued expense management initiatives.

“We are seeing the benefits of the actions we’ve taken to weather this down part of the cycle,” said Joc O’Rourke, president and CEO. “While we expect profitability to improve in the second half of the year, we are making further adjustments to ensure Mosaic remains competitive in any environment.”

Cash flow provided by operating activities in the first quarter of 2016 was $266 million compared to $729 million in the prior year.

“Mosaic is focused on optimizing cash flow by reducing operating and support function costs and moderating capital spending,” said Rich Mack, Mosaic’s executive vice president and CFO. “At the same time, our prudent balance sheet management is allowing us to manage effectively through the bottom of the cycle and seek new opportunities for future growth.”

“While the outlook for the first half of 2016 is muted, we see stronger markets and anticipate better results in the second half,” O’Rourke said. “We expect improved profitability to be driven by lower raw material costs, combined with an acceleration in shipment volumes in both phosphate and potash driving up operating rates and margins. We believe our efforts to lower costs and reduce capital spending will further enhance our profitability and cash flow.”

Total sales volumes for the Phosphates segment are expected to range from 2.3 to 2.6 million mt for the second quarter of 2016, compared to 2.8 million mt last year. Mosaic’s realized DAP price, FOB plant, is estimated to range from $335 to $355 per mt for the second quarter of 2016.

Total sales volumes for the Potash segment are expected to range from 1.9 to 2.2 million mt for the second quarter of 2016, compared to 2.3 million mt last year. Mosaic’s realized MOP price, FOB plant, is estimated to range from $180 to $200 per mt.

Total sales volumes for the International Distribution segment are expected to range from 1.4 to 1.6 million mt for the second quarter of 2016, compared to 1.5 million mt last year.

Phosphates sales volumes for the full year are expected to range from 9 to 9.75 million mt. The Potash sales volumes range is now seen as 7.5 to 8.0 million mt, down from a range of 7.5 to 8.5 million mt.

 

Agrium 1Q income off on weaker prices

Agrium Inc. has announced first-quarter earnings results, with net earnings attributable to equity holders of Agrium of $2 million ($0.02 diluted earnings per share) compared to $12 million ($0.08 per share) in the first quarter of 2015. The reduction in net earnings was driven by weaker selling prices across all nutrients.

Agrium said this was largely offset by excellent results achieved from the Retail operations where gross profit was up at $402 million from the year-ago $371 million, as well as strong Wholesale operational performance though gross profits were off at $153 million from $234 million.

Company-wide revenues were $2.72 billion, down from $2.87 billion. Retail was up at $2.29 billion from $2.26 billion, while Wholesale was off at $649 million from $867 million.

“Agrium’s first quarter results once again highlight the resilience of our business model,” said Chuck Magro, Agrium’s president and CEO. “Our Retail business achieved impressive first quarter EBITDA, with strong margins across all major product lines. Our Wholesale business unit continued to demonstrate excellent operating performance and capitalized on our extensive competitive advantages.

Agrium expects to achieve annual diluted earnings per share of $5.25 to $6.25 in 2016 compared to previous estimate of $5.50 to $7.00. It has lowered the guidance range due to a challenging pricing environment for all nutrients and expectations for a stronger Canadian dollar, partially offset by lower natural gas costs and continued strong performance by the Retail business. It is issuing earnings guidance of $4.00 to $4.30 diluted earnings per share for the first half of 2016.

It has reduced its estimate of annual potash production to 2.3 to 2.4 million mt.

Retail crop nutrient sales mt for 2016 are now expected to be from 9.8 million to 10.3 million mt. The slight widening of the range from the previous estimate is due to a forecasted increase in U.S. planted corn acres.

Land O’Lakes to supply Southern States

Land O’Lakes, Arden Hills, Minn., said May 3 that its Crop Input unit, Land O’Lakes Winfield US, has signed a letter of intent to enter into a supply agreement with Southern States Cooperative Inc., Richmond, Va. Winfield US will exclusively provide a majority of crop input requirements to the Southern States’ network of 1,200 retail locations across 23 states serving 200,000 farmers in the Eastern U.S. beginning in crop year 2017.

“We are very pleased to be working with Southern States to help meet their supply and operational needs and bring Winfield products and services to new customers,” said Chris Policinski, Land O’Lakes president and CEO. “This agreement furthers our commitment to helping agricultural retailers continue to compete in this era of industry consolidation.”

“We’re excited about the possibilities of aligning with a company known for industry-leading operations and with some of the best products and services to help us better serve our customers and grow our business,” said Jeff Stroburg, Southern States CEO.

The agreement is expected to be complete in early summer and effective fall 2016.

Land O’Lakes said the agreement will bring Winfield’s portfolio of products, including seed, seed treatments, adjuvants, micronutrients and plant growth regulators to a new customer base.

While Land O’Lakes currently does not supply conventional mainline fertilizers, that is expected to change in September 2017 when United Suppliers, Ames, Iowa, is expected to merge its crop nutrient business into Land O’Lakes. The delay is due to a non-compete agreement with CHS Inc. which is set to expire at that time. United Suppliers has already merged its crop protection business into Land O’Lakes.

Land O’Lakes and Southern States had not responded to inquiries at the time of this alert. It is not clear whether the Land O’Lakes/Southern States agreement will eventually include conventional fertilizers. However, such would be conceivable in September 2017.

Winfield US is currently a seed and crop protection business serving nearly 1,300 independently owned and operated agricultural retailers that operate thousands of retail locations across the US.