-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PFlqZGeaF1RvM2/8+PPYrscSWK1rkea1H0LCubgxvIcjhY6eWw4dpJLVAej1dsGb MYNSff/qjgO2solQcRMmdg== 0000950134-05-016469.txt : 20050822 0000950134-05-016469.hdr.sgml : 20050822 20050822154643 ACCESSION NUMBER: 0000950134-05-016469 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050822 DATE AS OF CHANGE: 20050822 GROUP MEMBERS: DAVID EINHORN GROUP MEMBERS: DME ADVISORS, L.P. GROUP MEMBERS: GREENLIGHT CAPITAL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CF Industries Holdings, Inc. CENTRAL INDEX KEY: 0001324404 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 202697511 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80934 FILM NUMBER: 051041018 BUSINESS ADDRESS: STREET 1: ONE SALEM LAKE DRIVE CITY: LONG GROVE STATE: IL ZIP: 60047 BUSINESS PHONE: (847)438-9500 MAIL ADDRESS: STREET 1: ONE SALEM LAKE DRIVE CITY: LONG GROVE STATE: IL ZIP: 60047 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL LLC CENTRAL INDEX KEY: 0001040272 IRS NUMBER: 133886851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129731900 MAIL ADDRESS: STREET 1: 140 EAST 45TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 d28206sc13g.htm SCHEDULE 13G sc13g
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

CF INDUSTRIES HOLDINGS, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

125269100

(CUSIP Number)

August 10, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        þ Rule 13d-1 (c)

        o Rule 13d-1 (d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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13G
CUSIP No. 125269100 13-3886851
  1. Name of Reporting Person:
Greenlight Capital, L.L.C. 		I.R.S. Identification Nos. of above persons (entities only):
13-3886851
  2. Check the Appropriate Box if a Member of a Group:*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,535,900
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,535,900
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,535,900
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
2.8%
  12.Type of Reporting Person:*
OO

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).

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13G
CUSIP No. 125269100 13-3871632
  1. Name of Reporting Person:
Greenlight Capital, Inc.		 I.R.S. Identification Nos. of above persons (entities only):
13-3871632
  2. Check the Appropriate Box if a Member of a Group:*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,572,800
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,572,800
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,572,800
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
2.9%
  12.Type of Reporting Person:*
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).

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13G
CUSIP No. 125269100 20-1365209
  1. Name of Reporting Person:
DME Advisors, L.P. 		I.R.S. Identification Nos. of above persons (entities only):
20-1365209
  2. Check the Appropriate Box if a Member of a Group:*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
575,700
6. Shared Voting Power:
0
7. Sole Dispositive Power:
575,700
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
575,700
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.0%
  12.Type of Reporting Person:*
PN

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).

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13G
CUSIP No. 125269100  
  1. Name of Reporting Person:
David Einhorn		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
U.S. Citizen
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
3,684,400
6. Shared Voting Power:
0
7. Sole Dispositive Power:
3,684,400
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,684,400
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
6.7%
  12.Type of Reporting Person:*
IN

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).

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SCHEDULE 13G
     This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Greenlight Capital, L.L.C., a Delaware limited liability company (“Greenlight LLC”), Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc”), DME Advisors, L.P., a Delaware limited partnership (“Advisors,” and together with Greenlight LLC and Greenlight Inc, “Greenlight”), DME Advisors GP, L.L.C., a Delaware limited liability company that serves as general partner to Advisors, and Mr. David Einhorn, principal of Greenlight.
     This Schedule 13G relates to the Common Stock, $0.01 par value per share (the “Common Shares”), of CF Industries Holdings, Inc., a Delaware corporation, purchased by Greenlight for the account of (i) Greenlight Capital, L.P. (“Greenlight Fund”), of which Greenlight LLC is the general partner, (ii) Greenlight Capital Qualified, L.P. (“Greenlight Qualified”), of which Greenlight LLC is the general partner, (iii) Greenlight Capital Offshore, Ltd. (“Greenlight Offshore”), to which Greenlight Inc acts as investment advisor, and (iv) any managed accounts for which Advisors acts as investment advisor.
         
Item 1(a)  
Name of Issuer.
   
   
 
    
   
CF Industries Holdings, Inc.
    
   
 
    
Item 1(b)  
Address of Issuer’s Principal Executive Offices.
    
   
 
    
   
One Salem Lake Drive
    
   
Long Grove, Illinois 60047
    
   
 
    
Item 2(a)  
Name of Person Filing.
    
   
 
    
   
Greenlight Capital, L.L.C., Greenlight Capital, Inc., DME Advisors, L.P. and David Einhorn
    
   
 
    
Item 2(b)  
Address of Principal Business Office, or, if none, Residence.
    
   
 
    
   
140 East 45th Street
    
   
24th Floor
    
   
New York, New York 10017
    
   
 
    
Item 2(c)  
Citizenship or Place of Organization.
    
   
 
    
   
Greenlight LLC is a limited liability company organized under the laws of the State of Delaware. Greenlight Inc is a corporation organized under the laws of the State of Delaware. Advisors is a limited partnership organized under the laws of the State of Delaware. David Einhorn is the principal of Greenlight and a United States citizen.
    
   
 
    
Item 2(d)  
Title of Class of Securities.
    
   
 
    
   
Common Stock, par value $.01
    

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Item 2(e)  
CUSIP Number.
   
   
 
    
   
125269100
    
   
 
    
Item 3  
Reporting Person.
    
   
 
    
   
Inapplicable.
    
   
 
    
Item 4  
Ownership.
    
  (a)   Greenlight and Mr. Einhorn are the beneficial owners of 3,684,400 Common Shares.
 
  (b)   Greenlight and Mr. Einhorn are the beneficial owners of 6.7% of the outstanding Common Shares. This percentage is determined by dividing 3,684,400 by 55,000,000, the number of Common Shares issued and outstanding as of August 10, 2005, as reported in the prospectus filed on August 11, 2005 with the Securities and Exchange Commission pursuant to Rule 424(b)(4) under the Securities Act of 1933.
 
  (c)   Greenlight has the sole power to vote and dispose of the 3,684,400 Common Shares beneficially owned by it. As the principal of Greenlight, Mr. Einhorn may direct the vote and disposition of the 3,684,400 Common Shares beneficially owned by Greenlight.
         
   
The filing of this Schedule 13G shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the 3,684,400 shares of Common Shares owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore or any managed account managed by Advisors. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership.
   
   
 
    
Item 5  
Ownership of Five Percent or Less of a Class.
    
   
 
    
   
Inapplicable.
    
   
 
    
Item 6  
Ownership of More Than Five Percent on Behalf of Another Person.
    
   
 
    
   
Inapplicable.
    
   
 
    
Item 7  
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
    
   
 
    
   
Inapplicable.
    
   
 
    
Item 8  
Identification and Classification of Members of the Group.
    
   
 
    
   
Inapplicable.
    

7 of 9

 

         
Item 9  
Notice of Dissolution of Group.
    
   
 
    
   
Inapplicable.
    
   
 
    
Item 10  
Certification.
    
   
 
    
   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
    
   
 
    
Exhibits  
Exhibit 99.1
    
   
 
    
   
Joint Filing Agreement dated August 22, 2005, between Greenlight and Daniel Roitman on behalf of David Einhorn.
    

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SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
     Date: August 22, 2005
             
    Greenlight Capital, L.L.C.
 
            
    By:   /S/ DANIEL ROITMAN
         
        Daniel Roitman, Chief Operating Officer
 
            
    Greenlight Capital, Inc.
 
            
    By:   /S/ DANIEL ROITMAN
         
        Daniel Roitman, Chief Operating Officer
 
            
    DME Advisors, L.P.
 
            
    By:   DME Advisors GP, L.L.C.,
        its general partner
 
            
 
      By:   /S/ DANIEL ROITMAN
 
           
 
          Daniel Roitman, Chief Operating Officer
 
            
    /S/ DANIEL ROITMAN
     
    Daniel Roitman, on behalf of David Einhorn
     The Power of Attorney, executed by David Einhorn authorizing Harry Brandler and Daniel Roitman to sign and file this Schedule 13G on David Einhorn’s behalf, which was filed with the Schedule 13G filed with the Securities and Exchange Commission on July 18, 2005, by the Reporting Persons with respect to the Ordinary Shares of Flamel Technologies S.A. is hereby incorporated by reference.

9 of 9

EX-99.1 2 d28206exv99w1.htm JOINT FILING AGREEMENT exv99w1
 

EXHIBIT 99.1
JOINT FILING AGREEMENT
     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of common stock, par value $.01 per share, of CF Industries Holdings, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
     The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
     This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of August 22, 2005.
             
    Greenlight Capital, L.L.C.
 
            
    By:   /S/ DANIEL ROITMAN
         
        Daniel Roitman, Chief Operating Officer
 
            
    Greenlight Capital, Inc.
 
            
    By:   /S/ DANIEL ROITMAN
         
        Daniel Roitman, Chief Operating Officer
 
            
    DME Advisors, L.P.
 
            
    By:   DME Advisors GP, L.L.C.,
        its general partner
 
            
 
      By:   /S/ DANIEL ROITMAN
 
           
 
          Daniel Roitman, Chief Operating Officer
 
            
    /S/ DANIEL ROITMAN
     
    Daniel Roitman, on behalf of David Einhorn

 

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