Item 1.01 Entry into a Material Definitive Agreement.
On December 5, 2019
(the “Closing Date”), CF Industries Holdings, Inc. (the “Company”), as a guarantor, and its wholly-owned
subsidiary CF Industries, Inc. (“CF Industries”), as lead borrower, entered into a $750,000,000 senior secured Fourth
Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with the lenders from time to time party thereto,
Citibank, N.A. (“Citibank”), as administrative agent (in such capacity, the “Administrative Agent”), and
the issuing banks party thereto, which amended and restated the Company’s $750,000,000 senior secured Third Amended and Restated
Revolving Credit Agreement, dated as of September 18, 2015 (as amended as of December 20, 2015, July 29, 2016, October 31, 2016,
March 19, 2018 and November 2, 2018), that was scheduled to mature September 18, 2020. CF Industries may designate as borrowers
one or more wholly-owned subsidiaries that are organized in the U.S. or any state thereof, the District of Columbia, England and
Wales or any other jurisdiction as mutually agreed to by all of the lenders party to the Amended Credit Agreement, the Administrative
Agent and CF Industries. The Amended Credit Agreement provides for a revolving credit facility of up to $750,000,000 with a maturity
of December 5, 2024. The borrowers will use borrowings under the Amended Credit Agreement for working capital and general corporate
purposes.
Borrowings under the
Amended Credit Agreement may be denominated in dollars, Canadian dollars, Euro and Sterling, and will bear interest at a per annum
rate equal to, at the applicable borrower’s option, the one, two, three or six month (or, if available to, or with the consent
of, each lender, such period that is less than one month or greater than six months) eurocurrency rate for such currency plus a
margin of 1.125% to 2.00%, or a base rate plus a margin of 0.125% to 1.00%. The borrowers are required to pay an undrawn commitment
fee equal to 0.1% to 0.35% of the undrawn portion of the commitments under the Amended Credit Agreement, as well as customary letter
of credit fees. The margin added to the applicable eurocurrency rate or to the base rate, as well as the amount of the commitment
fee, will depend on the Company’s credit rating at the time.
Currently, the borrowers
and the guarantors under the Amended Credit Agreement, which comprise the Company, CF Industries, CF Industries Enterprises, LLC,
CF Industries Sales, LLC, CF USA Holdings, LLC and CF Industries Distribution Facilities, LLC guarantee the obligations under the
Amended Credit Agreement. After the Closing Date, certain of the Company’s material wholly-owned U.S. subsidiaries will be
required to become guarantors of the obligations under the Amended Credit Agreement if such subsidiaries guarantee other debt for
borrowed money (subject to specified exceptions) of the Company or any borrower or any guarantor under the loan documents in an
aggregate principal amount in excess of $150,000,000. All obligations under the Amended Credit Agreement are currently secured
on a first-priority basis (subject to permitted liens and customary limitations and other exceptions) by a perfected pledge of
the equity interests held by CF Industries or any guarantor in any direct material wholly-owned subsidiary and perfected security
interests in substantially all of the assets of each borrower and each guarantor.
After the Closing Date,
at any time that (i) no default or event of default exists under the Amended Credit Agreement and related documentation and (ii)(a)
the Company attains an investment-grade rating as set forth in the Amended Credit Agreement; (b) the Company’s 2021 Secured
Notes and 2026 Secured Notes, including all fees, expenses and other amounts due and payable thereunder, shall have been paid or
defeased or (c) the Company’s 2021 Secured Notes and 2026 Secured Notes cease to be secured by the assets of CF Industries
and the guarantors under the Amended Credit Agreement, CF Industries shall have the right, by written notice to Citibank, to require
that (a) the security interests in the Amended Credit Agreement collateral then in effect be terminated and released and (b) each
guarantor (other than the Company) be released from its guarantee and all of such guarantor’s obligations under the Amended
Credit Agreement and related documentation.
The Amended Credit
Agreement contains customary representations and warranties and covenants for a transaction of this type, including two financial
maintenance covenants: (i) a requirement that the interest coverage ratio, as defined in the Amended Credit Agreement, be maintained
as of the last day of the Company’s fiscal quarter at a level of not less than 2.75 to 1.00 and (ii) a requirement that the
total net leverage ratio, as defined in the Amended Credit Agreement, be maintained as of the last day of the Company’s fiscal
quarter at a level of not greater than 3.75 to 1.00; provided the maximum total net leverage ratio shall increase to 4.25:1.00
for the four fiscal quarter period commencing with the quarter any borrower or subsidiary consummates any material acquisition;
provided further, there shall be at least two fiscal quarters with the maximum total net leverage ratio set at 3.75:1:00 before
a second step-up may occur.
Upon the occurrence
and during the continuance of an event of default under the Amended Credit Agreement and after any applicable cure period, subject
to specified exceptions, the administrative agent may, and at the request of the requisite lenders is required to, accelerate the
loans under the Amended Credit Agreement or terminate the lenders’ commitments under the Amended Credit Agreement. Specified
subsidiaries of the Company are excluded from the representations and warranties, the events of default, and the restrictions contained
in certain of the covenants under the Amended Credit Agreement.
The foregoing description
of the Amended Credit Agreement is qualified in its entirety by reference to the full text of the Amended Credit Agreement, which
is attached hereto as Exhibit 10.1 and incorporated herein by reference. Each of the lenders and issuing banks party to the Amended
Credit Agreement, Citibank and certain of their respective affiliates have performed or may in the future perform various commercial
banking, lending, investment banking, financial advisory, trustee, hedging or other services for the Company, CF Industries and
subsidiaries and affiliates of the Company and CF Industries for which they have received or will receive fees and reimbursement
of expenses.