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Financing Arrangements
12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Financing Arrangements FINANCING ARRANGEMENTS
Mosaic Credit Facility
On August 19, 2021, we entered into a new committed unsecured five-year credit facility of up to $2.5 billion (the “Mosaic Credit Facility”), comprised of a $2.5 billion revolving facility, with a maturity date of August 19, 2026, which is intended to serve as our primary senior unsecured bank credit facility. The Mosaic Credit Facility increased and extended our prior unsecured revolving credit facility of up to $2.2 billion (the “Prior Credit Facility”), maturing on November 18, 2022.
The Mosaic Credit Facility has cross-default provisions that, in general, provide that a failure to pay principal or interest under, or any other amount payable under, any indebtedness with outstanding principal amount of $100 million or more, or breach or default under such indebtedness that permits the holders thereof to accelerate the maturity thereof, will result in a cross-default.
The Mosaic Credit Facility requires Mosaic to maintain certain financial ratios, including a ratio of Consolidated Indebtedness, which has been redefined to exclude unrestricted cash and cash equivalents, to Consolidated Capitalization Ratio (as defined) of no greater than 0.65 to 1.0 as well as a minimum Interest Coverage Ratio (as defined) of not less than 3.0 to 1.0. We were in compliance with these ratios as of December 31, 2021.
The Mosaic Credit Facility also contains other events of default and covenants that limit various matters. These provisions include limitations on indebtedness, liens, investments and acquisitions (other than capital expenditures), certain mergers, certain sales of assets and other matters customary for credit facilities of this nature.
As of December 31, 2021, we had outstanding letters of credit that utilized a portion of the amount available for revolving loans under the Mosaic Credit Facility of $10.9 million. At December 31, 2020, we had outstanding letters of credit of $12.4 million. The net available borrowings for revolving loans under the Mosaic Credit Facility were approximately $2.49 billion as of December 31, 2021. Unused commitment fees accrued at an average annual rate of 0.15% under the new Mosaic Credit Facility during 2021, decreasing from the average annual rate of 0.40% under the Prior Credit Facility. Unused commitment fees generated expenses of $7.0 million during 2021. As of December 2020 and 2019, unused commitment fees accrued at an average rate of 0.40% and 0.20%, generating expenses of $6.0 million and $4.0 million.
Short-Term Debt
Short-term debt consists of the revolving credit facility under the Mosaic Credit Facility, under which there were no borrowings as of December 31, 2021, working capital financing arrangements and various other short-term borrowings related to our international operations in India, China and Brazil. These other short-term borrowings outstanding were $302.8 million and $0.1 million as of December 31, 2021 and 2020, respectively.
On January 7, 2020, we entered into an inventory financing arrangement to sell up to $400 million of certain inventory for cash and subsequently to repurchase the inventory at an agreed upon price and time in the future, not to exceed 180 days. Under the terms of the agreement, we may borrow up to 90% of the value of the inventory. It is later repurchased by Mosaic at the original sale price plus interest and any transaction costs. As of December 31, 2021, we had sold $302.7 million of inventory under this arrangement. Subsequent to year-end in February 2022, the borrowing capacity under this agreement was increased to $625.0 million.
We have a Receivable Purchasing Agreement (“RPA”), with a bank whereby, from time-to-time, we sell certain receivables. The purchase price of the receivable sold under the RPA is the face value of the receivable less an agreed upon discount. In January 2021, we entered into a First Amendment to the RPA. This amendment made certain adjustments so that the receivables sold under the RPA are accounted for as a true sale. Upon sale, these receivables are removed from the Consolidated Balance Sheets. Cash received is presented as cash provided by operating activities in the Consolidated Statements of Cash Flows. Prior to the amendment, we recorded the purchase price as short-term debt, and recognized interest expense by accreting the liability through the due date of the underlying receivables. Subsequent to year-end in February 2022, the RPA was amended to increase the borrowing capacity under the agreement from $250 million to $400 million.
The Company sold approximately $589.7 million and $302.0 million as of December 31, 2021 and 2020, respectively, of accounts receivable under this arrangement. Discounts on sold receivables were not material for any period presented. Following the sale to the bank, we continue to service the collection of the receivable on behalf of the bank without further consideration. As of December 31, 2021, $81.1 million had been collected but not yet remitted to the bank. This amount is classified in accrued liabilities on the Consolidated Balance Sheets. Cash collected and remitted are included in financing activities in the Consolidated Statements of Cash Flows.
We had additional outstanding bilateral letters of credit of $54.7 million as of December 31, 2021, which includes $50.0 million as required by the 2015 Consent Decrees as described further in Note 13 of our Consolidated Financial Statements.
Long-Term Debt, including Current Maturities
On November 13, 2017, we issued new senior notes consisting of $550 million aggregate principal amount of 3.250% senior notes due 2022 and $700 million aggregate principal amount of 4.050% senior notes due 2027 (collectively, the “Senior Notes of 2017”).
We have additional senior notes outstanding, consisting of $900 million aggregate principal amount of 4.25% senior notes due 2023, $500 million aggregate principal amount of 5.45% senior notes due 2033 and $600 million aggregate principal amount of 5.625% senior notes due 2043 (collectively, the “Senior Notes of 2013”); and $300 million aggregate principal amount of 4.875% senior notes due 2041 (collectively, the “Senior Notes of 2011”). In 2021, we prepaid the outstanding balance of $450 million on our 3.75% senior notes, due November 15, 2021, without premium or penalty.
The Senior Notes of 2011, the Senior Notes of 2013 and the Senior Notes of 2017 are Mosaic’s senior unsecured obligations and rank equally in right of payment with Mosaic’s existing and future senior unsecured indebtedness. The indenture governing these notes contains restrictive covenants limiting debt secured by liens, sale and leaseback transactions and mergers, consolidations and sales of substantially all assets, as well as other events of default.
A debenture issued by Mosaic Global Holdings, Inc., one of our consolidated subsidiaries, due in 2028 (the “2028 Debenture”), is outstanding as of December 31, 2021, with a balance of $147.1 million. The indenture governing the 2028 Debenture also contain restrictive covenants limiting debt secured by liens, sale and leaseback transactions and mergers, consolidations and sales of substantially all assets, as well as events of default. The obligations under the 2028 Debenture are guaranteed by the Company and several of its subsidiaries.
Long-term debt primarily consists of unsecured notes, term loans, finance leases, unsecured debentures and secured notes. Long-term debt as of December 31, 2021 and 2020, respectively, consisted of the following:
(in millions)December 31, 2021
Stated Interest Rate
December 31, 2021
Effective Interest Rate
Maturity DateDecember 31, 2021
Stated Value
Combination Fair
Market
Value Adjustment
Discount on Notes IssuanceDecember 31, 2021
Carrying Value
December 31, 2020
Stated Value
Combination Fair
Market
Value Adjustment
Discount on Notes IssuanceDecember 31, 2020
Carrying Value
Unsecured notes
3.25% -
5.63%
5.18%2022-
2043
$3,550.0 $— $(6.6)$3,543.4 $4,000.0 $— $(5.3)$3,994.7 
Unsecured debentures7.30%7.19%2028147.1 0.7 — 147.8 147.1 0.9 — 148.0 
Finance leases0.60% -
19.72%
2.39%2022-
2030
213.0 — — 213.0 344.5 — — 344.5 
Other(a)
6.53% -
8.00%
4.08%2022-
2026
64.9 9.7 — 74.6 78.8 12.0 — 90.8 
Total long-term debt
3,975.0 10.4 (6.6)3,978.8 4,570.4 12.9 (5.3)4,578.0 
Less current portion
594.8 2.3 (0.5)596.6 502.9 2.3 (1.0)504.2 
Total long-term debt, less current maturities
$3,380.2 $8.1 $(6.1)$3,382.2 $4,067.5 $10.6 $(4.3)$4,073.8 
______________________________
(a)Includes deferred financing fees related to our long term debt.
Scheduled maturities of long-term debt are as follows for the periods ending December 31:
(in millions) 
2022$596.6 
2023996.2 
2024103.1 
202515.7 
202615.7 
Thereafter2,251.5 
Total$3,978.8 
Structured Accounts Payable Arrangements
In Brazil, we finance some of our potash-based fertilizer, sulfur, ammonia and other raw material product purchases through third-party contractual arrangements. These arrangements provide that the third-party intermediary advance the amount of the scheduled payment to the vendor, less an appropriate discount, at a scheduled payment date and Mosaic makes payment to the third-party intermediary at a later date, stipulated in accordance with the commercial terms negotiated. At December 31, 2021 and 2020, these structured accounts payable arrangements were $743.7 million and $640.0 million, respectively.