8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 15, 2010

CF Industries Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-32597	20-2697511
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4 Parkway North, Suite 400 Deerfield, IL	60015
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (847) 405-2400

 (Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

This Amendment No. 2 (“Amendment No. 2”) on Form 8-K/A amends and supplements the Current Report on Form 8-K of CF Industries Holdings, Inc. (“CF Holdings”), filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2010 (the “Initial 8-K”), and Amendment No. 1 on Form 8-K/A filed with the SEC on April 12, 2010, to report the completion of the Merger (as defined below) and the acquisition of Terra Industries Inc. (“Terra”).

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously reported on the Initial 8-K, on April 5, 2010, Composite Merger Corporation (“Merger Sub”), an indirect, wholly-owned subsidiary of CF Holdings, accepted for purchase a total of 85,757,343 shares (including shares subject to guarantees of delivery) of common stock, without par value (the “Terra Common Stock”), of Terra, representing approximately 85.6% of the outstanding shares of Terra Common Stock, pursuant to an offer (the “Exchange Offer”) by Merger Sub to exchange each of the issued and outstanding shares of Terra Common Stock for (i) $37.15 in cash, less any applicable withholding taxes and without interest, and (ii) 0.0953 shares of the common stock, par value $0.01 per share, of CF Holdings (together with the associated preferred stock purchase rights).

Also as previously reported on the Initial 8-K, on April 5, 2010, CF Holdings announced that Merger Sub had commenced a subsequent offering period for all remaining shares of Terra Common Stock.  The subsequent offering period expired at 5:00 p.m., New York City time, on Wednesday, April 14, 2010, with a total of 6,472,953 additional shares of Terra Common Stock, representing approximately 6.5% of the outstanding shares of Terra Common Stock, being validly tendered and accepted for purchase during the subsequent offering period.  Accordingly, following the expiration of the subsequent offering period, Merger Sub owned a total of 92,230,296 shares of Terra Common Stock, or approximately 92.1% of the outstanding shares of Terra Common Stock.

On April 15, 2010, CF Holdings completed the acquisition of Terra by effecting the merger (the “Merger”) of Merger Sub with and into Terra without a vote or meeting of Terra stockholders pursuant to the short-form merger procedure available under Maryland law.  In the Merger, each outstanding share of Terra Common Stock not tendered and purchased in the Exchange Offer was converted into the right to receive the same consideration that was paid in the Exchange Offer.  As a result of the Merger, Terra is now an indirect, wholly-owned subsidiary of CF Holdings. In the aggregate, CF Holdings issued approximately 9.5 million shares of CF Holdings common stock and paid approximately $3.7 billion in cash in exchange for shares of Terra common stock in the Exchange Offer and the Merger.

Item 8.01 Other Events

On April 15, 2010, CF Holdings issued a press release announcing that the Merger would be completed on April 15, 2010. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press release, dated April 15, 2010

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 15, 2010	CF INDUSTRIES HOLDINGS, INC.
	By:	/s/ Douglas C. Barnard
	Name:	Douglas C. Barnard
	Title:	Vice President, General Counsel, and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated April 15, 2010

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EX-99.1

Exhibit 99.1

NEWS

NEWS

NEWS

CF INDUSTRIES COMPLETES EXCHANGE OFFER FOR TERRA INDUSTRIES

Acquisition of Terra Industries to be Completed on April 15, 2010

DEERFIELD, IL, April 15, 2010 — CF Industries Holdings, Inc. (NYSE: CF) announced today that it has successfully completed its exchange offer for Terra Industries Inc. common stock and will complete the acquisition of Terra today, resulting in Terra becoming a wholly-owned subsidiary of CF Industries.  As of the expiration of the subsequent offering period, Terra stockholders had tendered a total of 92,230,296 shares, representing approximately 92.1% of Terra’s outstanding common stock.  The subsequent offering period expired at 5:00 p.m., New York City time on April 14, 2010.  All shares that were validly tendered in the exchange offer have been accepted for payment.

As CF Industries now owns more than 90% of the outstanding shares of Terra common stock, CF Industries will complete the acquisition of Terra on April 15, 2010 through the short-form merger procedure under Maryland law, without a vote or meeting of Terra’s stockholders.  In the merger, each outstanding share of Terra common stock not tendered and purchased in the exchange offer will be converted into the right to receive $37.15 in cash and 0.0953 of a share of CF Industries common stock, less any required withholding taxes and without interest, which is the same amount per share that was offered and paid in the exchange offer.  As of today, Terra common stock will cease trading on the New York Stock Exchange.

Contact

Terry Huch

Senior Director, Investor Relations and Corporate Communications

847-405-2515 — thuch@cfindustries.com

About CF Industries

CF Industries Holdings, Inc., headquartered in Deerfield, Illinois, is the holding company for the operations of CF Industries, Inc. CF Industries is a global leader in nitrogen and phosphate fertilizer manufacturing and distribution, serving both agricultural and industrial customers. CF Industries operates world-class nitrogen fertilizer manufacturing complexes in the central United States and Canada; conducts phosphate mining and manufacturing operations in Central Florida; and distributes fertilizer products through a system of terminals, warehouses, and associated transportation equipment located primarily in the Midwestern United States. The company also owns 50 percent interests in KEYTRADE AG, a global fertilizer trading organization headquartered near Zurich, Switzerland; GrowHow UK Limited, a fertilizer manufacturer in the United Kingdom; and an ammonia facility in The Republic of Trinidad and Tobago. Additional information on CF Industries is found on the company’s website at www.cfindustries.com.

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Forward-Looking Statements

Certain statements contained in this press release may constitute “forward-looking statements.” All statements in this press release, other than those relating to historical information or current condition, are forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such statements. Risks and uncertainties relating to the transaction include: uncertainty of the expected financial performance of CF Holdings following completion of the transaction; CF Holdings’ ability to comply with the covenants in indebtedness related to the transaction and to make payments under such indebtedness when due; CF Holdings’ ability to consummate an equity offering following the closing of the transaction; CF Holdings’ ability to achieve the cost-savings and synergies contemplated by the transaction within the expected time frame; CF Holdings’ ability to promptly and effectively integrate the businesses of Terra and CF Holdings; and disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers. Additional risks and uncertainties include: the relatively expensive and volatile cost of North American natural gas; the cyclical nature of our business and the agricultural sector; the global commodity nature of our fertilizer products, the impact of global supply and demand on our selling prices, and the intense global competition in the consolidating markets in which we operate; conditions in the U.S. agricultural industry; risks involving derivatives; weather conditions; our inability to predict seasonal demand for our products accurately; the concentration of our sales with certain large customers; the impact of changing market conditions on our Forward Pricing Program; the reliance of our operations on a limited number of key facilities and the significant risks and hazards against which we may not be fully insured; reliance on third party transportation providers; risks associated with joint ventures; risks associated with expansion of our business, including unanticipated adverse consequences and the significant resources that could be required; future regulatory restrictions and requirements related to greenhouse gas emissions, climate change or other environmental requirements; potential liabilities and expenditures related to environmental and health and safety laws and regulations; our potential inability to obtain or maintain required permits and governmental approvals or to meet financial assurance requirements; acts of terrorism; difficulties in securing the supply and delivery of raw materials we use and increases in their costs; losses on our investments in securities; loss of key members of management and professional staff; the international credit crisis and global recession; and the other risks and uncertainties included from time to time in our filings with the SEC. Except as required by law, we undertake no obligation to update or revise any forward-looking statements.

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