Mosaic CFO Talks Cargill, Potash, China

NEW YORK (TheStreet) -- With Cargill's divestment of its nearly two-thirds stake in Mosaic(MOS), a company it created and then spun off seven years ago, the fertilizer giant has by all accounts entered a new era.

Mosaic says the complicated series of transactions, once they're completed in the next two or three years, will ultimately give it greater freedom, allowing it to use its stock as it sees fit, whether through share repurchases, acquisitions or even putting itself up for sale -- if the price, of course, were right.

The plan, which calls for more than half of Cargill's 286 million shares to be sold to the public in an offering in the second quarter of this year, has met with somewhat mixed reviews. "I can't see anything that's positive or negative," said one sell-side analyst who covers agricultural stocks for a New York investment bank, noting that once the first batch of those shares hit the market, there could be a temporary downdraft.

"To the extent that is Mosaic freer without Cargill, I view that as a good thing," said Enjar Knudsen, who helps manage Passport Capital, a San Francisco hedge fund that owned 135,800 Mosaic shares as of Dec. 31.

But the moves haven't received universal plaudits. One Mosaic shareholder, a fund that manages the pensions of municipal employees in Lakeland, Fla., filed a lawsuit against the company and Cargill in late February in a bid to block the divestment.

The fund's attorneys claimed in the suit that Mosaic and its parent are pulling a fast one over minority shareholders.

That a pension fund based in Central Florida filed the suit is a striking coincidence. Lakeland sits on the boundary of the world's most prolific phosphate mining district, where Mosaic, the biggest phosphate miner in Florida, is facing a stiff environmental challenge to a crucial mine-expansion plan.

Kevin Cook, a spokesman for Lakeland, said the suit was a "total coincidence," filed by the pension's outside attorneys based on their own parameters, and a decision on whether to proceed with the case would come under review by the pension's board at its regular meeting later this month.

The crux of Lakeland's compliant: that Cargill could still wield inordinate voting power over Mosaic's board and its strategic direction, even after the agricultural juggernaut sheds its stake.

That's because the divestment was structured so that Cargill wouldn't get hit with an enormous tax bill. The deal calls for Cargill, the largest privately held company in the U.S. according to some estimates, to give about 120 million restricted Mosaic shares to its own stockholders and creditors, as well as the charitable trust founded by Margaret Cargill, the late granddaughter of the company's founder. Those interests would thus have the ability to elect the whole Mosaic board, since they collectively would hold 70% of the votes in any board election.