Are More Mosaic Shares To Be Sold? Already? (MOS)

The Mosaic Company (NYSE: MOS) was perhaps one of the largest secondary offerings out there of its sort.  The tally was close to $6 billion when it was all said and done.  We had discussed this as a great opportunity for investors to play a seriously oversold bounce opportunity as that 100 million share offering was a huge overhang for weeks and weeks in the stock.  What we saw was  a textbook bounce, but since then we have now seen shares come down about $10.00 off the bounce-highs and now the stock is even lower than when the 100 million shares were sold at $65.00 per share.

A filing of an automatic shelf registration statement (S-3ASR) is far different from one to unload more shares to be sold immediately.  But it is after these S-3ASR filings that companies can file to sell shares formally.  That is what we are seeing in an SEC Filing from Mosaic today and there is word of a supplemental filing coming down the pipe.  Some investors may worry that more Mosaic shares may be sold.

The filing noted, “Certain selling stockholders, who will be named in the applicable prospectus supplement, may sell shares of our common stock from time to time. We will not receive any proceeds from sales by selling stockholders. In addition, The Mosaic Company may offer and sell common stock from time to time.”  In short, selling holders could be accompanied by the company to raise capital via common share sales.  Again, “may” and “could.”

The ‘Explanatory Note’ in this filing stated, “On May 25, 2011, The Mosaic Company completed its split-off (the “Split-off”) from its former majority stockholder, Cargill, Incorporated (“Cargill”). In connection with the Registration Agreement, dated as of January 18, 2011, among the The Mosaic Company, GNS II (U.S.) Corp., Cargill, the Margaret A. Cargill Foundation, the Anne Ray Charitable Trust, the Acorn Trust and the Lilac Trust relating to the Split-off, the Company is obligated to register for resale by certain selling stockholders up to 42,000,000 shares of its common stock. This Registration Statement on Form S-3 is being filed by the Company in connection with such obligation. In addition, this Registration Statement on Form S-3 serves to register shares of common stock that may be sold by the Company from time to time.”

Does this assure that more shares are coming to market in the near future?  No.  Unfortunately, this would seem like a “No, but…” answer.

Mosaic shares are down 2% at $62.27 and the stock was down about 1.4% when the S-3ASR filing hit and its 52-week trading range is $37.68 to $89.24.  Shares have traded under $60.00 during three trading sessions in the last week but they have only closed under $60.00 on one day.

That full SEC filing can be found here.

JON C. OGG