CF Industries Holdings, Inc. (NYSE: CF) today announced that its wholly
owned subsidiary CF Industries, Inc. intends to offer $1,250,000,000
aggregate principal amount of senior secured notes (the “Notes”),
subject to market and other conditions. The Notes would be guaranteed on
a senior secured basis, jointly and severally, by CF Industries
Holdings, Inc. and certain of its domestic subsidiaries (other than the
issuer of the Notes) that would guarantee obligations under CF
Industries’ revolving credit facility.
CF Industries intends to use the net proceeds from the offering of the
Notes, together with cash on hand and/or borrowings under its revolving
credit facility, to prepay the $1.0 billion principal amount of its
senior notes due 2022, 2025 and 2027 and to pay the related make-whole
amount (estimated at approximately $210 million based on market interest
rates on October 31, 2016) and related fees and expenses. CF Industries
intends to use for general corporate purposes any net proceeds from the
offering of the Notes in excess of the amount required for the senior
notes prepayment, including the make-whole amount, and related fees and
expenses.
The Notes 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 an issuance of new long-term debt on terms
acceptable to it or at all; 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.
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