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CF Industries Announces Pricing of Tender Offer for 7.125% Senior Notes Due 2020

DEERFIELD, Ill.--(BUSINESS WIRE)--

CF Industries Holdings, Inc. announced today the pricing terms of the tender offer by its wholly owned subsidiary CF Industries, Inc. (“CFI”) to purchase for cash up to $200,000,000 aggregate principal amount (the “Maximum Tender Amount”) of CFI’s 7.125% Senior Notes due 2020 (the “Notes”). The tender offer is being made upon, and is subject to, the terms and conditions set forth in an offer to purchase, dated December 11, 2017 (the “Offer to Purchase”), and the related letter of transmittal (the “Letter of Transmittal”).

The “Total Consideration” for each $1,000 principal amount of Notes tendered at or prior to the Early Tender Date (as defined below) and accepted for purchase pursuant to the tender offer was determined by reference to the fixed spread (the “Fixed Spread”) specified in the table below for the Notes over the yield (the “Reference Yield”) based on the bid-side price of the U.S. Treasury security specified in the table below (the “Reference Treasury Security”). The Total Consideration was calculated by Morgan Stanley & Co. LLC at 1:00 p.m., New York City time, on December 22, 2017, and is set forth in the table below. The Total Consideration includes the Early Tender Premium (as defined below).

Title of Security   CUSIP Number  

Reference U.S.
Treasury
Security

 

Bloomberg
Reference
Page

  Fixed Spread  

Early Tender
Premium(1)

 

Total
Consideration(1)

7.125%
Senior Notes
due 2020
12527GAB9 1.375%
U.S. Treasury
Notes due
April 30,
2020
FIT5 60 bps $50.00 $1,103.79
 

___________________________________
(1) Per $1,000 principal amount of Notes validly tendered.

 

The tender offer will expire at 12:00 midnight, New York City time, at the end of January 9, 2018 (such date and time, as it may be extended, the “Expiration Date”), unless extended or earlier terminated. Holders of Notes that are validly tendered, and not validly withdrawn, at or prior to 5:00 p.m., New York City time, on December 22, 2017 (such date and time, as it may be extended, the “Early Tender Date”) and accepted for purchase will receive the Total Consideration set forth in the table above. Holders of Notes tendered after the Early Tender Date but at or prior to the Expiration Date and accepted for purchase pursuant to the tender offer will receive only the tender offer consideration, which will equal the Total Consideration less the Early Tender Premium, for those Notes. CFI intends to accept for payment all Notes validly tendered, and not validly withdrawn, at or prior to the Early Tender Date, subject to the Maximum Tender Amount and the other terms and conditions described in the Offer to Purchase, and will prorate acceptance of such Notes only if the aggregate amount of such Notes exceeds the Maximum Tender Amount. No tenders submitted after the Expiration Date will be valid.

Because CFI is offering to purchase an aggregate principal amount of Notes only up to the Maximum Tender Amount, if Notes in an aggregate principal amount exceeding the Maximum Tender Amount are validly tendered and not validly withdrawn by holders of Notes at or prior to the Early Tender Date, the amount of each such holder’s Notes accepted for purchase on the Early Acceptance Date will be based on the application of the proration procedures described in the Offer to Purchase, and CFI will not accept for purchase any Notes tendered after the Early Tender Date. If the Tender Offer is not fully subscribed as of the Early Tender Date, Notes tendered by holders after the Early Tender Date may be subject to proration in accordance with the proration procedures set forth in the Offer to Purchase. CFI reserves the right, but is under no obligation, to increase the Maximum Tender Amount at any time, subject to compliance with applicable law.

The settlement date for Notes validly tendered, and not validly withdrawn, at or prior to the Early Tender Date will occur promptly following the Early Tender Date and is expected to occur on or about December 26, 2017. The settlement date, if necessary, for Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date will occur promptly following the Expiration Date and is expected to occur on or about January 10, 2018, assuming that the Expiration Date is not extended. CFI will pay accrued and unpaid interest from the last interest payment date applicable to the Notes to, but excluding, the applicable settlement date for Notes accepted for purchase.

Tendered Notes may be withdrawn from the tender offer at or prior to 5:00 p.m., New York City time, on December 22, 2017 (such date and time, as it may be extended, the “Withdrawal Deadline”). Holders of Notes who validly tender their Notes after the Withdrawal Deadline but at or prior to the Expiration Date may not withdraw their Notes except in the limited circumstances described in the Offer to Purchase.

The tender offer is conditioned upon the satisfaction of certain conditions. Subject to applicable law, CFI may also terminate the tender offer at any time before the Expiration Date in its sole discretion.

Morgan Stanley & Co. LLC is acting as dealer manager for the tender offer. The information agent and tender agent for the tender offer is D.F. King & Co., Inc. Copies of the Offer to Purchase, the Letter of Transmittal and related tender offer materials are available by contacting D.F. King & Co., Inc. toll-free at (800) 330-5897 or collect at (212) 269-5550 or by emailing cf@dfking.com. Questions regarding the tender offer should be directed to Morgan Stanley & Co. LLC at (866) 718-1649.

This press release does not constitute an offer to sell or purchase, or the solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to the Notes.

The tender offer for the Notes is being made only pursuant to the tender offer documents, including the Offer to Purchase that CFI is distributing to holders of the Notes. The tender offer is not being made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the tender offer is required to be made by a licensed broker or dealer, it shall be deemed to be made by the dealer manager or any other licensed broker or dealer on behalf of CFI.

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 company’s website at www.cfindustries.com and encourages those interested in the company to check there frequently

Safe Harbor Statement

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 Company’s control, which could cause actual results to differ materially from such statements. These statements may include, but are not limited to, statements about the tender offer, 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 Company’s business and the agricultural sector; the global commodity nature of the Company’s fertilizer products, the impact of global supply and demand on the Company’s 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 Company’s products against which the Company may not be fully insured; the Company’s ability to manage its indebtedness; operating and financial restrictions imposed on the Company by the agreements governing the Company's senior secured indebtedness; risks associated with the Company’s incurrence of additional indebtedness; the Company's ability to maintain compliance with covenants under the agreements governing its indebtedness; downgrades of the Company’s credit ratings; risks associated with cyber security; weather conditions; risks associated with the Company’s 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 Company’s 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 Company’s forward sales programs; risks involving derivatives and the effectiveness of the Company’s risk measurement and hedging activities; the Company’s 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 Company's other business relationships; risks associated with the Company’s 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 Company’s 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 Company’s 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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