Filed Pursuant to Rule 433
Registration No. 333-189696
FINAL TERM SHEET
| Issuer: | Potash Corporation of Saskatchewan Inc. | |
| Title of Securities: | 3.625% Notes due March 15, 2024 | |
| Expected Ratings: | A3 / A- | |
| Format: | SEC Registered – Registration Statement No. 333-189696 | |
| Ranking: | Senior Unsecured | |
| Principal Amount: | $750,000,000 | |
| Expected Settlement Date: | March 7, 2014 | |
| Trade Date: | March 4, 2014 | |
| Maturity Date: | March 15, 2024 | |
| Interest Payment Dates: | March 15 and September 15 of each year | |
| First Payment Date: | September 15, 2014 | |
| Benchmark Treasury: | 2.750% due February 15, 2024 | |
| Benchmark Treasury Price: | 100-19 | |
| Benchmark Treasury Yield: | 2.682% | |
| Spread to Benchmark Treasury: | T + 105 basis points | |
| Reoffer Yield: | 3.732% | |
| Coupon: | 3.625% payable semi-annually | |
| Price to Public: | 99.111% | |
| Day Count: | 30/360 | |
| Minimum Denominations: | $2,000 x $1,000 | |
| Optional Redemption: | At any time prior to December 15, 2023, the Notes will be redeemable, in whole or in part, at the option of the Company at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed on the redemption date (not including any portion of interest accrued to the redemption date) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate plus 15 basis points, plus accrued and unpaid interest on the principal amount of the Notes to be redeemed to the date of redemption, as more fully described in the Company’s final prospectus supplement, dated March 4, 2014 (the “Final Prospectus Supplement”). At any time on or after December 15, 2023, the Notes will be redeemable, in whole or in part, at the option of the Company at any time and from time to time at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the principal amount of the Notes to be redeemed to the date of redemption, as more fully described in the Final Prospectus Supplement. | |
| CUSIP Number / ISIN Number: | 73755L AL1 / US73755LAL18 | |
| Joint Book-Running Managers: | Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC UBS Securities LLC | |
| Co-Managers: | BMO Capital Markets Corp. RBC Capital Markets, LLC Scotia Capital (USA) Inc. CIBC World Markets Corp. HSBC Securities (USA) Inc. Mitsubishi UFJ Securities (USA), Inc. RABO SECURITIES USA, INC. TD Securities (USA) LLC Goldman, Sachs & Co. Credit Agricole Securities (USA) Inc. SMBC Nikko Securities America, Inc. U.S. Bancorp Investments, Inc. Comerica Securities, Inc. |
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The Company has filed a Registration Statement on Form S-3 (including a base prospectus dated June 28, 2013, as supplemented by a preliminary prospectus supplement, dated March 4, 2014, the “Prospectus”) with the SEC for the offering to which this communication relates. Before you invest, you should read the Prospectus and the documents incorporated therein by reference that the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the Prospectus and any document incorporated by reference in the Prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649 or UBS Securities LLC toll-free at 1-877-827-6444 (extension 561 3884).
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