To: TobagoJack who wrote (70576 ) 1/27/2011 8:30:46 AM From: elmatador Read Replies (1) | Respond to of 219197 “Why is Cargill selling Mosaic (MOS)?" Hackett asked. “They know more about ag than anyone else in the world -- why would they be cashing out of the fertilizer business when everyone else is falling all over themselves to get in, with people talking about food shortages and riots going on?”minyanville.com Here is why: At Cargill, a resolve to remain private Cargill's announcement last week that it will sell its large stake in Mosaic Co. headed off a foundation's proposal to take Cargill public. By MIKE HUGHLETT and CHRIS SERRES, Star Tribune Last update: January 26, 2011 - 10:55 AM When the late Margaret Cargill's charitable trusts wanted to sell off their company stock to free up billions of dollars for philanthropy, their representatives suggested a typical approach for a major corporation -- a public stock offering. But Cargill isn't a typical major corporation. The proposal went nowhere with the roughly 100 descendants of the company's early leaders who control the Minnetonka-based agribusiness behemoth. And the complex deal that ultimately emerged -- selling Cargill's $20 billion-plus stake in fertilizer giant Mosaic Co. -- underscored their determination to keep Cargill private, immune to the whims and scrutiny of Wall Street. "It was a good solution," said Harry Sapienza, a strategic management professor at the University of Minnesota's Carlson School of Management. "It does no dramatic strategic harm to the rest of Cargill's business. You keep the cloak of secrecy. You keep the family member from causing any more trouble." The Margaret Cargill Foundation's IPO proposal was the sort of proposition that could cause a major rift in a family owned-business of any size, let alone one as big and complex as 146-year-old Cargill, the nation's largest privately held firm. One solution would have been for Cargill to simply buy out Margaret Cargill's shares. But her ownership stake -- about 17 percent -- was so big that a complete cash-out would have crimped the company's growth plans. Instead, Cargill came up with a clever solution: Let Margaret Cargill's trusts swap their illiquid shares in Cargill for very liquid shares in publicly traded Mosaic. The trusts could then sell their Mosaic stock for cash. The plan announced last week would free up more than $8 billion for Margaret Cargill's trusts at Friday's Mosaic closing price. The transaction, Cargill's biggest financial deal ever, also enables Cargill to keep its financial affairs in the family, beyond the prying eyes of public stock markets. A long family tradition With more than $100 billion in annual sales and more than 131,000 employees worldwide, Cargill has a hand in everything from grain trading to meat processing to cocoa and chocolate production. But its beginnings were simple: an Iowa grain warehouse taken over in 1865 by Wisconsin native William W. Cargill. After he died in 1909, his son-in-law, John MacMillan, took over the company. Today, Cargill is 90 percent owned by around 100 descendants of Cargill and MacMillan. They receive quarterly dividends, which added up to $407 million for all shareholders in the company's fiscal year 2008, according to securities filings. Family shareholders are an integral part of the tax-free Mosaic deal. It calls for 110 million of Cargill's shares in Plymouth-based Mosaic to go to Margaret Cargill's charitable trusts, in exchange for their Cargill stock. Another 107 million shares -- the maximum allowed under the U.S. tax code -- will go to Cargill debt holders, extinguishing billions of dollars in debt. And 69 million more Cargill shares in Mosaic will go to Cargill family shareholders. They weren't clamoring to cash out, said Cargill Chief Executive Greg Page. Tax regulations mandated that Cargill dispose of its entire stake in Mosaic. But as big as Margaret Cargill's stake in Cargill is, it isn't big enough to absorb all of Cargill's stock in Mosaic, Page said. So, Page said, he got on the phone to various Cargill shareholders and worked to "enlist" a broad range of them in the Mosaic deal. "The hardest part for me was to find shareholders. I needed to find Cargill shareholders willing to exchange Cargill shares for Mosaic." None of the Cargill investors participating in the Mosaic deal are liquidating their entire Cargill holdings, Page said. "If there's one thing I've learned in the last 3 1/2 years, it's the family's desire for a growing, thriving, private Cargill." Page and a fleet of Cargill managers meet twice yearly with family members, and they invite various shareholders on business trips -- India and Indonesia were fairly recent destinations. About two years ago, the company also began offering family members access to the same leadership program it provides Cargill managers. "I know all of our shareholders, and most of our shareholders know about 200 employees," Page said. Potential for conflict Still, even if there's harmony with management in a family-owned company like Cargill, the pressure among relatives to cash out grows with each generation, as each one gets further removed from the founders. "When you get to the age of Cargill, you have a generation of cousins who may or may not know each other," said Andrew Keyt, executive director of the Family Business Center at Loyola University in Chicago. "Very few families are as large and complex as this."