DEERFIELD, Ill.--(BUSINESS WIRE)--
CF Industries Holdings, Inc. (NYSE: CF) today announced that its wholly
owned subsidiary CF Industries, Inc. has priced its previously announced
offering of $1,250,000,000 aggregate principal amount of senior secured
notes, comprising $500,000,000 aggregate principal amount of 3.400%
senior secured notes due 2021 and $750,000,000 aggregate principal
amount of 4.500% senior secured notes due 2026. The notes due 2021 will
be issued at a price of 99.853% of their face value and the notes due
2026 will be issued at a price of 99.385% of their face value. The
closing of the sale of the secured notes is expected to occur on or
about November 21, 2016, subject to customary closing conditions. The
secured notes will be guaranteed on a senior secured basis, jointly and
severally, by CF Industries Holdings, Inc. and its domestic subsidiaries
(other than the issuer of the secured notes) that are borrowers or that
guarantee obligations under CF Industries’ revolving credit facility.
CF Industries intends to use the net proceeds from the offering of the
secured notes, together with cash on hand and/or borrowings under its
revolving credit facility, to prepay the $1.0 billion aggregate
principal amount of its senior notes due 2022, 2025 and 2027 and to pay
the related make-whole amount and related fees and expenses. The
make-whole amount was estimated to be approximately $210 million based
on market interest rates on October 31, 2016. The actual make-whole
amount will be determined based on market interest rates on or about
November 17, 2016. CF Industries intends to use for general corporate
purposes any net proceeds from the offering of the secured notes in
excess of the amount required for the senior notes prepayment, including
the make-whole amount, and related fees and expenses.
The secured notes due 2021 and 2026 will be sold to qualified
institutional buyers in reliance on Rule 144A and outside the United
States to non-U.S. persons in reliance on Regulation S. The notes have
not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state securities laws and, unless so
registered, may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state
securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
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 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; risks
associated with the Company’s incurrence of additional indebtedness; the
Company’s ability to complete the offering of the Notes; 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; the Company’s
ability to complete its production capacity expansion projects on
schedule as planned, on budget or at all; 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
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 Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2016, which is 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161110006600/en/
CF Industries Holdings, Inc.
Media
Chris Close
Corporate
Communications
847-405-2542 – cclose@cfindustries.com
or
Investors
Anthony
Fusco
Investor Relations
847-405-2598 – afusco@cfindustries.com
Source: CF Industries Holdings, Inc.