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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/20/23 CF Industries Holdings, Inc. 8-K:1,7,9 3/20/23 12:957K Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 40K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 600K
Liquidation or Succession
3: EX-99.1 Miscellaneous Exhibit HTML 20K
7: R1 Cover HTML 46K
10: XML IDEA XML File -- Filing Summary XML 12K
8: XML XBRL Instance -- tm239985d1_8k_htm XML 15K
9: EXCEL IDEA Workbook of Financial Reports XLSX 8K
5: EX-101.LAB XBRL Labels -- cf-20230320_lab XML 97K
6: EX-101.PRE XBRL Presentations -- cf-20230320_pre XML 64K
4: EX-101.SCH XBRL Schema -- cf-20230320 XSD 12K
11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K
12: ZIP XBRL Zipped Folder -- 0001104659-23-034151-xbrl Zip 148K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i March 20, 2023
i CF Industries Holdings, Inc.
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-32597 | i 20-2697511 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (IRS
Employer Identification No.) |
| i 4 Parkway North i Deerfield, i Illinois |
i 60015 | |||
| (Address
of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code ( i 847) i 405-2400
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| i common stock, par value $0.01 per share | i CF | i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 20, 2023, CF Industries Holdings, Inc. (the “Company”) and CF Industries East Point, LLC (“Purchaser”), an indirect wholly owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “Agreement”) with Dyno Nobel Louisiana Ammonia, LLC (“Seller”) and Incitec Pivot Limited (“IPL”). Under the terms of the Agreement, Purchaser will purchase Seller’s ammonia production complex located in Waggaman, Louisiana for a purchase price of $1.675 billion, subject to adjustment.
The parties will allocate approximately $425 million of the purchase price to a long-term ammonia offtake agreement providing for an affiliate of Purchaser to supply up to 200,000 tons of ammonia per year to an affiliate of Seller. The Company expects to fund the balance of the purchase price with cash on hand.
The consummation of the transaction is subject to the satisfaction or waiver of customary conditions, including, among others, the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The Agreement includes customary representations, warranties, covenants and agreements, including a covenant to use commercially reasonable efforts to obtain required regulatory clearances.
Each of Purchaser and Seller agreed that its representations and warranties in the Agreement were made solely for the benefit of the other party and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of such parties if those statements prove to be inaccurate; (ii) may have been qualified in the Agreement by disclosures that were made to the other party in connection with the negotiation of the Agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under applicable securities laws; and (iv) were made only as of the date of the Agreement or such other date or dates as may be specified in the Agreement.
The Agreement also includes certain customary termination rights, including the right of either Purchaser or the Seller to terminate the Agreement if the closing has not occurred by March 20, 2025. CF Industries has agreed to pay IPL a termination fee of $75 million if the Agreement is terminated in certain circumstances and certain regulatory approvals are not obtained.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On March 20, 2023, CF Industries issued a press release announcing, among other things, entry into the Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth and incorporated by reference in this Item 7.01, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
* Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
| 2 |
Safe Harbor Statement
All statements in this communication by 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 include, but are not limited to, statements about the financing, synergies and other benefits, and other aspects of the proposed transactions with IPL; production of low-carbon ammonia; development of carbon capture and sequestration projects; future financial and operating results; and other items described in this communication.
Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among others, the risk that regulatory approvals required for the proposed transactions with IPL are not obtained or that required approvals delay the transactions or cause the parties to abandon the transactions; the risk that other conditions to the closing of the proposed transactions with IPL are not satisfied; risks and uncertainties arising from the length of time necessary to consummate the proposed transactions with IPL and the possibility that the proposed transactions with IPL may be delayed or may not occur; the risk of obstacles to realization of the benefits of the proposed transactions with IPL; the risk that the synergies from the proposed transactions with IPL may not be fully realized or may take longer to realize than expected; the risk that the pendency or completion of the proposed transactions with IPL, including integration of the Waggaman ammonia production complex into the Company’s operations, disrupt current operations or harm relationships with customers, employees and suppliers; the risk that integration of the Waggaman ammonia production complex with the Company’s current operations will be more costly or difficult than expected or may otherwise be unsuccessful; diversion of management time and attention to issues relating to the proposed transactions with IPL; unanticipated costs or liabilities associated with the IPL transactions; the cyclical nature of the Company’s business and the impact of global supply and demand on the Company’s selling prices; the global commodity nature of the Company’s nitrogen products, the conditions in the international market for nitrogen products, and the intense global competition from other producers; conditions in the United States, Europe and other agricultural areas, including the influence of governmental policies and technological developments on the demand for agricultural products; the volatility of natural gas prices in North America and the United Kingdom; weather conditions and the impact of severe adverse weather events; the seasonality of the fertilizer business; the impact of changing market conditions on the Company’s forward sales programs; 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 Company’s reliance on a limited number of key facilities; risks associated with cyber security; acts of terrorism and regulations to combat terrorism; risks associated with international operations; 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 and any additional indebtedness that may be incurred; the Company’s ability to maintain compliance with covenants under its revolving credit agreement and the agreements governing its indebtedness; downgrades of the Company’s credit ratings; risks associated with changes in tax laws and disagreements with taxing authorities; risks involving derivatives and the effectiveness of the Company’s risk measurement and hedging activities; potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements; regulatory restrictions and requirements related to greenhouse gas emissions; the development and growth of the market for green and blue (low-carbon) ammonia and the risks and uncertainties relating to the development and implementation of the Company’s green and blue ammonia projects; risks associated with expansions of the Company’s business, including unanticipated adverse consequences and the significant resources that could be required; risks associated with the operation or management of the strategic venture with CHS (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 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; and the impact of the novel coronavirus disease 2019 (COVID-19) pandemic on the Company’s business and operations.
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. It is not possible to predict or identify all risks and uncertainties that might affect the accuracy of the Company’s forward-looking statements and, consequently, the Company’s descriptions of such risks and uncertainties should not be considered exhaustive. There is no guarantee that any of the events, plans or goals anticipated by these forward-looking statements will occur, and if any of the events do occur, there is no guarantee what effect they will have on the Company’s business, results of operations, cash flows, financial condition and future prospects. 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.
| 3 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | March 20, 2023 | CF INDUSTRIES HOLDINGS, INC. | |
| By: | /s/ Douglas C. Barnard | ||
| Name: | Douglas C. Barnard | ||
| Title: | Senior Vice President, General Counsel, and Secretary | ||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/20/25 | None on these Dates | |||
| Filed on / For Period end: | 3/20/23 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/24 CF Industries Holdings, Inc. 10-K 12/31/23 130:19M 5/02/23 CF Industries Holdings, Inc. 10-Q 3/31/23 72:7.4M |