CF Industries Announces Expiration of Hart-Scott-Rodino Act Waiting Period for Waggaman Ammonia Production Facility Acquisition
16 November 2023 - 8:41AM
Business Wire
CF Industries Holdings, Inc. (NYSE: CF) today announced the
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (“HSR Act”), in
connection with its previously announced agreement to purchase
Incitec Pivot Limited’s (“IPL”) ammonia production complex located
in Waggaman, Louisiana.
The expiration of the HSR Act waiting period was a condition to
the closing of the pending transaction. CF Industries and IPL
expect to complete the transaction effective December 1, 2023,
subject to the satisfaction of other customary closing
conditions.
Under the terms of the agreement, CF Industries will purchase
the Waggaman ammonia plant and related assets for $1.675 billion.
The companies will allocate approximately $425 million of the
purchase price to a long-term ammonia offtake agreement under which
CF Industries will supply up to 200,000 tons of ammonia per year to
IPL’s Dyno Nobel subsidiary at production economics. CF Industries
expects to fund the remaining $1.25 billion of the purchase price
with cash on hand.
About CF Industries Holdings,
Inc.
At CF Industries, our mission is to provide clean energy to feed
and fuel the world sustainably. With our employees focused on safe
and reliable operations, environmental stewardship, and disciplined
capital and corporate management, we are on a path to decarbonize
our ammonia production network – the world’s largest – to enable
green and blue hydrogen and nitrogen products for energy,
fertilizer, emissions abatement and other industrial activities.
Our manufacturing complexes in the United States, Canada, and the
United Kingdom, an unparalleled storage, transportation and
distribution network in North America, and logistics capabilities
enabling a global reach underpin our strategy to leverage our
unique capabilities to accelerate the world’s transition to clean
energy. CF Industries routinely posts investor announcements and
additional information on the Company’s website at
www.cfindustries.com and encourages those interested in the Company
to check there frequently.
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 the timing, financing and other aspects of the
proposed transactions with IPL.
Important factors that could cause actual results to differ
materially from those in the forward-looking statements include,
among others, the risk that 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 our
fertilizer products; the volatility of natural gas prices in North
America and the United Kingdom; weather conditions and the impact
of 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
cybersecurity; 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 management
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 Comp other business
relationships.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231115061043/en/
Media Chris Close Senior Director, Corporate
Communications 847-405-2542 – cclose@cfindustries.com
Investors Darla Rivera Director, Investor Relations
847-405-2045 – darla.rivera@cfindustries.com
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