Exhibit 1.1
IMC GLOBAL INC.
(a Delaware Corporation)
Senior Debt Securities
TERMS AGREEMENT
---------------
November 6, 1998
To: IMC Global Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Ladies and Gentlemen:
We understand that IMC Global Inc., a Delaware corporation (the "Company"),
proposes to issue and sell $300,000,000 aggregate principal amount of its 7.40%
Notes due 2002 (the "2002 Notes") and $300,000,000 aggregate principal amount of
its 7.625% Notes due 2005 (the "2005 Notes", and together with the 2002 Notes,
the "Underwritten Securities"). Subject to the terms and conditions set forth or
incorporated by reference herein, the underwriters named below (the
"Underwriters") offer to purchase , severally and not jointly, the principal
amount of Underwritten Securities set forth opposite their names below at the
purchase price set forth below.
Principal Principal
Amount Amount
of of
Name of Underwriter 2002 Notes 2005 Notes
------------------- ------------ ------------
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated.................. $192,000,000 $192,000,000
Chase Securities Inc.............................. 36,000,000 36,000,000
X.X. Xxxxxx Securities Inc........................ 36,000,000 36,000,000
Xxxxxxx Xxxxx Barney Inc.......................... 36,000,000 36,000,000
------------ ------------
Total......................... $300,000,000 $300,000,000
============ ============
The 2002 Notes shall have the following terms:
Title: 7.40% Notes due 2002.
Rank: Senior Debt.
Ratings: Moody's Investor's Service, Inc. - Baa2. Standard
& Poor's Ratings Service, a division of The
XxXxxx-Xxxx Companies, Inc. - BBB.
Aggregate principal amount: $300,000,000.
Denominations: $1,000 and integral multiples thereof.
Currency of payment: United States dollars.
Interest rate or formula: 7.40% per annum.
Interest payment dates: Each May 1 and November 1, commencing May 1, 1999.
Regular record dates: Each April 15 and October 15.
Stated maturity date: November 1, 2002.
Redemption provisions: None.
Sinking fund requirements: None.
Conversion provisions: None.
Listing requirements: None.
Black-out provisions: During a period of nine days from November 6,
1998, the Company will not, without the prior
written consent, such consent not to be
unreasonably withheld, of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, directly or
indirectly, issue, sell, offer or agree to sell,
grant any option for the sale of, or otherwise
dispose of, any other debt securities of the
Company or securities of the Company that are
convertible into, or exchangeable for, the 2002
Notes or such other debt securities.
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Fixed or Variable Price Offering: Fixed price offering.
Initial public offering price 99.821% of the principal amount, plus accrued
per share: interest, if any, from November 12, 1998.
Purchase price: 99.271% of the principal amount.
Form: Global certificate representing the 2002
Notes registered in the name of Cede & Co.,
as nominee for The Depository Trust Company.
Other terms and conditions: The 2002 Notes will be issued under an
indenture, dated as of August 1, 1998,
between the Company and The Bank of New York,
as Trustee (the "Indenture"). All references
to the "Indenture" in the Underwriting
Agreement (as defined below) shall be deemed
to refer to the Indenture.
Closing date and location: November 12, 1998; Xxxxx & Xxxx LLP, Xxx
Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
The 2005 Notes shall have the following terms:
Title: 7.625% Notes due 2005.
Rank: Senior Debt.
Ratings: Moody's Investor's Service, Inc. - Baa2.
Standard & Poor's Ratings Service, a division
of The XxXxxx-Xxxx Companies, Inc. - BBB.
Aggregate principal amount: $300,000,000.
Denominations: $1,000 and integral multiples thereof.
Currency of payment: United States dollars.
Interest rate or formula: 7.625% per annum.
Interest payment dates: Each May 1 and November 1, commencing May 1,
1999.
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Regular record dates: Each April 15 and October 15.
Stated maturity date: November 1, 2005.
Redemption provisions: None.
Sinking fund requirements: None.
Conversion provisions: None.
Listing requirements: None.
Black-out provisions: During a period of nine days from
November 6, 1998, the Company will
not, without the prior written
consent, such consent not to be
unreasonably withheld, of Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, directly or indirectly,
issue, sell, offer or agree to sell,
grant any option for the sale of, or
otherwise dispose of, any other debt
securities of the Company or
securities of the Company that are
convertible into, or exchangeable for,
the 2005 Notes or such other debt
securities.
Fixed or Variable Price Offering: Fixed price offering.
Initial public offering price per share: 99.489% of the principal amount, plus
accrued interest, if any, from
November 12, 1998.
Purchase price: 98.864% of the principal amount.
Form: Global certificate representing the
2005 Notes registered in the name of
Cede & Co., as nominee for The
Depository Trust Company.
Other terms and conditions: The 2005 Notes will be issued under an
indenture, dated as of August 1, 1998,
between the Company and The Bank of
New York, as Trustee (the
"Indenture"). All references to the
"Indenture" in the Underwriting
Agreement (as defined below) shall be
deemed to refer to the Indenture.
Closing date and location: November 12, 1998; Xxxxx & Xxxx llp,
Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000.
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The obligations of the Underwriters and the Company are subject to the
registration under the Securities Act of 1933, as amended, by the Company of
$100,000,000 of additional Underwritten Securities not covered by the
Registration Statement on Form S-3 (File No. 333-63503). All of the provisions
contained in the Company's Underwriting Agreement, dated October 20, 1998 (the
"Underwriting Agreement"), are hereby incorporated by reference in their
entirety herein and shall be deemed to be a part of this Terms Agreement to the
same extent as if such provisions had been set forth in full herein. Unless
otherwise specified herein, terms defined in the Underwriting Agreement are used
herein as therein defined.
This Agreement shall be governed by the laws of the State of New York
applicable to agreements made and to be performed wholly in such State.
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If the foregoing is in accordance with your understanding of the agreement
among the Underwriters and the Company, please sign and return to the
undersigned a counterpart hereof, whereupon this instrument, along with all
counterparts and together with the Underwriting Agreement, shall be a binding
agreement among the Underwriters named herein and the Company in accordance with
its terms and the terms of the Underwriting Agreement.
Very truly yours,
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
CHASE SECURITIES INC.
X.X. XXXXXX SECURITIES INC.
XXXXXXX XXXXX BARNEY INC.
By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------------
Authorized Signatory
Accepted:
IMC GLOBAL INC.
By: /s/ E. Xxxx Xxxx, Jr.
-----------------------------------
Name: E. Xxxx Xxxx, Jr.
Title: Vice President and Treasurer
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