CF Industries Announces Completion of Debt Capital Structure Changes
November 21 2016 - 4:48PM
Business Wire
CF Industries Holdings, Inc. (NYSE: CF) today announced that it
has prepaid the $1.0 billion aggregate principal amount of its
senior notes due 2022, 2025 and 2027, and paid the related
make-whole amount of approximately $170 million. The make-whole
amount was significantly less than the amount previously estimated
(approximately $210 million as of October 31, 2016) as a result of
subsequent changes in market interest rates.
CF Industries made the prepayment and make-whole payment using
the proceeds from its previously announced offering of
$1,250,000,000 aggregate principal amount of senior secured notes
comprising $500,000,000 aggregate principal amount of senior
secured notes due 2021 and $750,000,000 aggregate principal amount
of senior secured notes due 2026. The offering closed on November
21, 2016.
In connection with the completion of the offering and the
prepayment of the senior notes due 2022, 2025 and 2027, the
previously announced amendments to the company’s revolving credit
facility became effective. The amendments include, among other
things, changes in and additions to the financial covenants and a
reduction in the size of the facility from $1.5 billion to
$750 million.
The senior secured 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 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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version on businesswire.com: http://www.businesswire.com/news/home/20161121006202/en/
CF Industries Holdings, Inc.MediaChris CloseCorporate
Communications847-405-2542 –
cclose@cfindustries.comorInvestorsAnthony FuscoInvestor
Relations847-405-2598 – afusco@cfindustries.com
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