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8-K - FORM 8-K - TERRA INDUSTRIES INC | c54257ae8vk.htm |
Exhibit 99.1
NEWS FOR IMMEDIATE RELEASE |
For more information, contact: Joe A. Ewing, Vice President, Investor Relations 712/277-7305 jewing@terraindustries.com |
Terra Capital, Inc. Announces Closing of Offering of $600 Million of Senior Notes
SIOUX CITY, IOWA (October 26, 2009)Terra Capital, Inc. (Terra Capital), a wholly-owned
subsidiary of Terra Industries Inc. (Terra) (NYSE: TRA), today announced the closing of its
private offering of $600 million aggregate principal amount of Senior Notes due 2019 (the Notes).
The Notes have an interest rate of 7.75% per annum and were issued at a price equal to 98.298% of
their face value. The Notes were sold in a private offering that is exempt from the registration
requirements of the Securities Act of 1933, as amended (the Securities Act). The Notes will be
guaranteed on a senior unsecured basis by Terra and certain of its subsidiaries.
Terra Capital will use a portion of the net proceeds of the offering, together with available cash,
to purchase its existing 7.00% Senior Notes due 2017 and to pay related premiums, fees and
expenses, pursuant to a cash tender offer announced on September 24, 2009. Subject to certain
conditions, Terra also intends to use a portion of the net proceeds of the offering, together with
available cash, to pay a planned special cash dividend or consummate certain previously announced
asset acquisitions. However, there can be no assurances that the cash tender offer, the payment of
the special cash dividend or any asset acquisitions will be completed as described herein or at
all.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any
of the Notes or any other securities, nor will there be any sale of the Notes or any other
securities in any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state. The Notes were issued in
reliance on the exemption from the registration requirements provided by Rule 144A under the
Securities Act and, outside of the United States, only to non-U.S. investors pursuant to Regulation
S under the Securities Act. None of the Notes have been registered under the Securities Act, and
may not be offered or sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable state securities laws.
About Terra
Terra Industries Inc., with 2008 revenues of $2.9 billion, is a leading North American producer and
marketer of nitrogen products.
Important Information and Where to Find It
On October 13, 2009, Terra filed with the Securities and Exchange Commission (the SEC) a
definitive proxy statement in connection with its 2009 Annual Meeting, and is mailing the
definitive proxy statement to its shareholders. Investors and security holders are urged to read
the definitive proxy statement relating to the 2009 Annual Meeting and any other relevant documents
filed with the SEC (when available), because they contain important information.
NEWS from Terra Industries Inc. | October 26, 2009 |
Investors and
security holders may obtain a free copy of the definitive proxy statement and other documents that
Terra files with the SEC (when available) at the SECs Web site at www.sec.gov and Terras
Web site at www.terraindustries.com. In addition, the definitive proxy statement and other
documents filed by Terra with the SEC (when available) may be obtained from Terra free of charge by
directing a request to Terra Industries Inc., Attn: Investor Relations, Terra Industries Inc., 600
Fourth Street, P.O. Box 6000, Sioux City, IA 51102-6000.
Certain Information Concerning Participants
Terra, its directors, executive officers and certain employees specified in Annex A to Terras
definitive proxy statement for the 2009 Annual Meeting, which was filed with the SEC on October 13,
2009, are participants in the solicitation of Terras security holders in connection with its 2009
Annual Meeting. Security holders may obtain information regarding the names, affiliations and
interests of such individuals in Terras Annual Report on Form 10-K for the year ended December 31,
2008, which was filed with the SEC on February 27, 2009 and amended on April 28, 2009, and its
definitive proxy statement for the 2009 Annual Meeting. To the extent holdings of Terra securities
have changed since the amounts printed in the definitive proxy statement for the 2009 Annual
Meeting, such changes have been or will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC. These documents (when available) may be obtained free of charge from the SECs
Web site at www.sec.gov and Terras Web site at www.terraindustries.com.
Forward-Looking Statements
Certain statements in this communication may constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are
based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and
results may differ materially from what is expressed or forecasted in these forward-looking
statements. As a result, these statements speak only as of the date they were made and Terra
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise,
except as otherwise required by law. Words such as expects, intends, plans, projects,
believes, estimates, and similar expressions are used to identify these forward-looking
statements. In particular, statements about Terras completion of the cash tender offer, the
declaration and payment of the special cash dividend and the consummation of any asset acquisitions
are forward-looking statements and may not necessarily occur. Forward-looking statements are not
guarantees of future performance and involve risks, uncertainties and assumptions that are
difficult to predict. These risks, uncertainties and assumptions include, among others:
| the risk that Terra Capitals cash tender offer for the 7.00% Senior Notes due 2017 will not be completed, | ||
| risks related to potential acquisition transactions, including that they may not be entered into or consummated, | ||
| changes in financial and capital markets, | ||
| general economic conditions within the agricultural industry, |
NEWS from Terra Industries Inc. | October 26, 2009 |
| competitive factors and price changes (principally, sales prices of nitrogen and methanol products and natural gas costs), | ||
| changes in product mix, | ||
| changes in the seasonality of demand patterns, | ||
| changes in weather conditions, | ||
| changes in environmental and other government regulation, | ||
| changes in agricultural regulations and | ||
| changes in the securities trading markets. |
Additional information as to these factors can be found in Terras 2008 Annual Report/10-K, in the
sections entitled Business, Risk Factors, Legal Proceedings, and Managements Discussion and
Analysis of Financial Condition and Results of Operations and in the Notes to the consolidated
financial statements.
# # #
Note: | Terra Industries news announcements are also available on its Web site, www.terraindustries.com. |
Additional Contacts
Matthew Sherman/Jamie Moser
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
msherman@joelefrank.com/jmoser@joelefrank.com
Matthew Sherman/Jamie Moser
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
msherman@joelefrank.com/jmoser@joelefrank.com
Larry Dennedy/Laurie Connell
MacKenzie Partners, Inc.
(800) 322-2885
terraproxy@mackenziepartners.com
MacKenzie Partners, Inc.
(800) 322-2885
terraproxy@mackenziepartners.com