Attached files
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8-K - 8-K - CF Industries Holdings, Inc. | a18-5363_18k.htm |
4 Parkway North, Suite 400
Deerfield, IL 60015
www.cfindustries.com
For additional information:
Media |
Investors |
Chris Close |
Martin Jarosick |
Director, Corporate Communications |
Vice President, Investor Relations |
847-405-2542 cclose@cfindustries.com |
847-405-2045 mjarosick@cfindustries.com |
CF Industries Holdings, Inc. to Exercise Right to Purchase All Publicly Traded Units of Terra Nitrogen Company, L.P.
DEERFIELD, Ill. February 7, 2018 CF Industries Holdings, Inc. (NYSE: CF) announced today that its wholly owned subsidiary Terra Nitrogen GP Inc. (TNGP) has elected to exercise its right to purchase all of the 4,612,562 publicly traded common units of Terra Nitrogen Company, L.P. (TNCLP) (NYSE: TNH) on April 2, 2018, for a cash purchase price of $84.033 per unit in accordance with the terms of TNCLPs partnership agreement. As of the April 2, 2018, purchase date, all rights of the holders of the units will terminate, with the exception of the right to receive payment of the purchase price.
Purchasing all of the publicly traded common units of TNCLP will allow CF to simplify our corporate structure and significantly reduce administrative costs associated with operating TNCLP, said Tony Will, president and chief executive officer, CF Industries Holdings, Inc. It will be another positive step forward in our ongoing effort to reduce CFs controllable costs.
The purchase price of $84.033 per unit was determined under the terms of TNCLPs partnership agreement as the average of the daily closing prices per common unit for the 20 consecutive trading days beginning with January 5, 2018 and ending with February 2, 2018.
The estimated purchase price of all of the 4,612,562 publicly traded common units of TNCLP is approximately $390 million. CF intends to fund the purchase with cash on hand. Upon completion of the purchase, TNCLP units will cease to be publicly traded or listed on the New York Stock Exchange.
About CF Industries Holdings, Inc.
CF Industries Holdings, Inc., headquartered in Deerfield, Illinois, through its subsidiaries is a global leader in the manufacturing and distribution of nitrogen products, serving both agricultural and industrial customers. CF Industries operates world-class nitrogen manufacturing complexes in Canada, the United Kingdom and the United States, and distributes plant nutrients through a system of terminals, warehouses, and associated transportation equipment located primarily in the Midwestern United States. The company also owns a 50 percent interest in an ammonia facility in The Republic of Trinidad and Tobago. CF Industries routinely posts investor announcements and additional information on the companys website at www.cfindustries.com and encourages those interested in the company to check there frequently.
Forward-Looking Statements
All statements in this communication by CF Industries Holdings, Inc. (together with its subsidiaries, the Company), other than those relating to historical facts, are forward-looking statements. Forward-looking statements can generally be identified by their use of terms such as anticipate, believe, could, estimate, expect, intend, may, plan, predict, project, will or would and similar terms and phrases, including references to assumptions. Forward-looking statements are not guarantees of future performance and are subject to a number of assumptions, risks and uncertainties, many of which are beyond the Companys control, which could cause actual results to differ materially from such statements. These statements may include, but are not limited to, statements about strategic plans and statements about future financial and operating results.
Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among others, the cyclical nature of the Companys business and the agricultural sector; the global commodity nature of the Companys fertilizer products, the impact of global supply and demand on the Companys selling prices, and the intense global competition from other fertilizer producers; conditions in the U.S. and European agricultural industry; the volatility of natural gas prices in North America and Europe; difficulties in securing the supply and delivery of raw materials, increases in their costs or delays or interruptions in their delivery; reliance on third party providers of transportation services and equipment; the significant risks and hazards involved in producing and handling the Companys products against which the Company may not be fully insured; the Companys ability to manage its indebtedness; operating and financial restrictions imposed on the Company by the agreements governing the Companys senior secured indebtedness; risks associated with the Companys incurrence of additional indebtedness; the Companys ability to maintain compliance with covenants under the agreements governing its indebtedness; downgrades of the Companys credit ratings; risks associated with cyber security; weather conditions; risks associated with the Companys ability to utilize its tax net operating losses and other tax assets, including the risk that the use of such tax benefits is limited by an ownership change (as defined under the Internal Revenue Code and related Internal Revenue Service pronouncements); risks associated with changes in tax laws and disagreements with taxing authorities; risks associated with expansions of the Companys business, including unanticipated adverse consequences and the significant resources that could be required; potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements; future regulatory restrictions and requirements related to greenhouse gas emissions; the seasonality of the fertilizer business; the impact of changing market conditions on the Companys forward sales programs; risks involving derivatives and the effectiveness of the Companys risk measurement and hedging activities; the Companys reliance on a limited number of key facilities; risks associated with the operation or management of the strategic venture with CHS Inc. (the CHS Strategic Venture), risks and uncertainties relating to the market prices of the fertilizer products that are the subject of the supply agreement with CHS Inc. over the life of the supply agreement, and the risk that any challenges related to the CHS Strategic Venture will harm the Companys other business relationships; risks associated with the Companys Point Lisas Nitrogen Limited joint venture; acts of terrorism and regulations to combat terrorism; risks associated with international operations; and deterioration of global market and economic conditions.
More detailed information about factors that may affect the Companys performance and could cause actual results to differ materially from those in any forward-looking statements may be found in CF Industries Holdings, Inc.s filings with the Securities and Exchange Commission, including CF Industries Holdings, Inc.s most recent annual and quarterly reports on Form 10-K and Form 10-Q, which are available in the Investor Relations section of the Companys web site. Forward-looking statements are given only as of the date of this communication and the Company disclaims any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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