PRICING AGREEMENT
Exhibit 1.2
PRICING AGREEMENT
April 10, 2008
Name(s) of Representative(s)
As Representatives of the several
Underwriters named in Schedule I hereto,
Ladies and Gentlemen:
MONSANTO COMPANY, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated April 10, 2008 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus and the Time of Sale Information in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus and the Time of Sale Information (each as therein defined), and also a representation and warranty of the date of this Pricing Agreement in relation to the Prospectus and the Time of Sale Information relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II thereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.
Schedule III hereto sets forth the Free Writing Prospectuses, if any, included in the Time of Sale Information.
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If the foregoing is in accordance with your understanding, please sign and return to us two counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination, upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.
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| Very truly yours, | |
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| MONSANTO COMPANY | |
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| By: | /s/ Robert A. Paley |
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| Name: Robert A. Paley |
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| Title: Vice President & Treasurer |
Accepted as of the date hereof:
CITIGROUP GLOBAL MARKETS INC.
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
GREENWICH CAPITAL MARKETS, INC.
By: CITIGROUP GLOBAL MARKETS INC.
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| By: | /s/ Brian D. Bednarski |
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| Name: Brian D. Bednarski |
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| Title: Managing Director |
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By: J.P. MORGAN SECURITIES INC.
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| By: | /s/ Robert Bottamedi |
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| Name: Robert Bottamedi |
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| Title: Vice President |
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On behalf of each themselves and
each of the other Underwriters
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SCHEDULE I
| Underwriter | Principal Amount of | Principal Amount of |
| Citigroup Global Markets Inc. | $ 55,200,000 | $ 46,000,000 |
| Goldman, Sachs & Co. | 55,200,000 | 46,000,000 |
| J.P. Morgan Securities Inc.
| 55,200,000 | 46,000,000 |
| Merrill Lynch, Pierce, Fenner & Smith | 55,200,000 | 46,000,000 |
| Greenwich Capital Markets, Inc.
| 19,890,000 | 16,575,000 |
| Banc of America Securities LLC | 8,250,000 | 6,875,000 |
| Barclays Capital Inc. | 8,250,000 | 6,875,000 |
| Lazard Capital Markets LLC | 8,250,000 | 6,875,000 |
| Calyon Securities (USA) Inc. | 5,820,000 | 4,850,000 |
| KBC Financial Products USA Inc. | 5,820,000 | 4,850,000 |
| Fifth Third Securities, Inc. | 3,360,000 | 2,800,000 |
| BNY Capital Markets, Inc. | 3,360,000 | 2,800,000 |
| The Williams Capital Group, L.P. | 3,360,000 | 2,800,000 |
| Santander Investment Securities Inc. | 3,360,000 | 2,800,000 |
| SG Americas Securities, LLC | 3,360,000 | 2,800,000 |
| HVB Capital Markets, Inc. | 3,060,000 | 2,550,000 |
| Rabo Securities USA, Inc. | 3,060,000 | 2,550,000 |
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| Total | $300,000,000 | $250,000,000 |
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SCHEDULE II
| Title of Designated Securities: | 5.125% Notes due 2018 |
| Aggregate Principal Amount: | $300,000,000 |
| Price to Public: | 99.675% of the principal amount of the Designated Securities, plus accrued interest from April 15, 2008. |
| Purchase Price by Underwriters: | 99.025% of the principal amount of the Designated Securities, plus accrued interest from April 15, 2008. |
| Form of Designated Securities: | Book-entry only form represented by one or more global securities deposited with The Depository Trust Company or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery. |
| Maturity: | April 15, 2018 |
| Interest Rate: | 5.125% |
| Interest Payment Dates | April 15 and October 15, commencing October 15, 2008 |
| Record Dates | April 1 and October 1, immediately preceding the Interest Payment Dates |
| Redemption Provisions: | Make-Whole T+25 basis points |
| Time of Delivery: | April 15, 2008 |
| Closing Location: | Mayer Brown LLP, 71 S. Wacker, Chicago, IL 60606 |
| Names and Addresses of | Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013
J.P. Morgan Securities Inc. 270 Park Avenue New York, NY 10172 |
| Address for Notices, etc. | Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013
J.P. Morgan Securities Inc. 270 Park Avenue New York, NY 10172 |
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| Title of Designated Securities: | 5.875% Notes due 2038 |
| Aggregate Principal Amount: | $250,000,000 |
| Price to Public: | 98.530% of the principal amount of the Designated Securities, plus accrued interest from April 15, 2008. |
| Purchase Price by Underwriters: | 97.655% of the principal amount of the Designated Securities, plus accrued interest from April 15, 2008. |
| Form of Designated Securities: | Book-entry only form represented by one or more global securities deposited with The Depository Trust Company or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery. |
| Maturity: | April 15, 2038 |
| Interest Rate: | 5.875% |
| Interest Payment Dates | April 15 and October 15, commencing October 15, 2008 |
| Record Dates | April 1 and October 1, immediately preceding the Interest Payment Dates |
| Redemption Provisions: | Make-Whole T+25 basis points |
| Time of Delivery: | April 15, 2008 |
| Closing Location: | Mayer Brown LLP, 71 S. Wacker, Chicago, IL 60606 |
| Names and Addresses of | Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013
J.P. Morgan Securities Inc. 270 Park Avenue New York, NY 10172 |
| Address for Notices, etc. | Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013
J.P. Morgan Securities Inc. 270 Park Avenue New York, NY 10172 |
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SCHEDULE III
Time of Sale Information
None
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SCHEDULE IV
Form for Pricing Term Sheet
$550,000,000
Monsanto Company
$300,000,000 5.125% Senior Notes due 2018
$250,000,000 5.875% Senior Notes due 2038
Pricing Term Sheet
5.125% Senior Notes due 2018
| Issuer: | Monsanto Company |
| Ratings (Moody’s/S&P/Fitch): | A2/A/A |
| Format | SEC Registered |
| Ranking | Senior Unsecured |
| Size: | $300,000,000 |
| Trade Date: | April 10, 2008 |
| Settlement Date: | T+3; April 15, 2008 |
| Maturity: | April 15, 2018 |
| Interest Payment Dates: | April 15 and October 15, commencing October 15, 2008 |
| Benchmark Treasury: | UST 3.50% due February 15, 2018 |
| Benchmark Treasury Price and Yield: | 99.27+; 3.517% |
| Spread to Benchmark Treasury: | 165 basis points |
| Yield to Maturity: | 5.167% |
| Coupon: | 5.125% |
| Day Count: | 30/360 |
| Public Offering Price: | 99.675% |
| Redemption Provisions: | Make-Whole T+25 basis points |
| Bookrunners: | Citigroup Global Markets Inc. Goldman, Sachs & Co. J.P. Morgan Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Greenwich Capital Markets, Inc. |
| Co-Managers: | Banc of America Securities LLC BNY Capital Markets, Inc. Calyon Securities (USA) Inc. Fifth Third Securities, Inc. HVB Capital Markets, Inc. KBC Financial Products USA Inc. Lazard Capital Markets LLC Rabo Securities USA, Inc. Santander Investment Securities Inc. SG Americas Securities, LLC The Williams Capital Group, L.P. |
| CUSIP: | 61166W AF 8 |
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5.875% Senior Notes due 2038
| Issuer: | Monsanto Company |
| Ratings (Moody’s/S&P/Fitch): | A2/A/A |
| Format | SEC Registered |
| Ranking | Senior Unsecured |
| Size: | $250,000,000 |
| Trade Date: | April 10, 2008 |
| Settlement Date: | T+3; April 15, 2008 |
| Maturity: | April 15, 2038 |
| Interest Payment Dates: | April 15 and October 15, commencing October 15, 2008 |
| Benchmark Treasury: | UST 5.00% due May 15, 2037 |
| Benchmark Treasury Price and Yield: | 111.0; 4.331% |
| Spread to Benchmark Treasury: | 165 basis points |
| Yield to Maturity: | 5.981% |
| Coupon: | 5.875% |
| Day Count: | 30/360 |
| Public Offering Price: | 98.53% |
| Redemption Provisions: | Make-Whole T+25 basis points |
| Bookrunners: | Citigroup Global Markets Inc. Goldman, Sachs & Co. J.P. Morgan Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Greenwich Capital Markets, Inc. |
| Co-Managers: | Banc of America Securities LLC BNY Capital Markets, Inc. Calyon Securities (USA) Inc. Fifth Third Securities, Inc. HVB Capital Markets, Inc. KBC Financial Products USA Inc. Lazard Capital Markets LLC Rabo Securities USA, Inc. Santander Investment Securities Inc. SG Americas Securities, LLC The Williams Capital Group, L.P. |
| CUSIP: | 61166W AG 6 |
Note: 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 issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. (toll free) at ###-###-####, Goldman, Sachs & Co. (toll-free) at ###-###-####, J.P. Morgan Securities Inc. (collect) at ###-###-#### or Merrill Lynch & Co. at (toll-free) at ###-###-####
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