0001104659-16-136625.txt : 20160804 0001104659-16-136625.hdr.sgml : 20160804 20160803174552 ACCESSION NUMBER: 0001104659-16-136625 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160729 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160804 DATE AS OF CHANGE: 20160803 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32597 FILM NUMBER: 161805011 BUSINESS ADDRESS: STREET 1: 4 PARKWAY NORTH STREET 2: SUITE 400 CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: (847) 405-2400 MAIL ADDRESS: STREET 1: 4 PARKWAY NORTH STREET 2: SUITE 400 CITY: DEERFIELD STATE: IL ZIP: 60015 8-K 1 a16-15822_18k.htm 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2016

CF Industries Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)

001-32597
(Commission
File Number)

20-2697511
(I.R.S. Employer
Identification No.)

4 Parkway North, Suite 400 Deerfield, Illinois		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):

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On July 29, 2016, CF Industries Holdings, Inc. (the “Company”) and its wholly-owned subsidiary CF Industries, Inc. (“CF Industries”) entered into Amendment No. 2 to the Third Amended and Restated Revolving Credit Agreement (the “Revolver Amendment”) with the lenders party thereto, the issuing banks party thereto and Morgan Stanley Senior Funding, Inc. (“MSSF”), as administrative agent. The Revolver Amendment amends the Third Amended and Restated Revolving Credit Agreement (as amended by Amendment No. 1 thereto, the “Revolving Credit Agreement”), dated as of September 18, 2015, among the Company, CF Industries, the lenders party thereto, the issuing banks party thereto and MSSF, as administrative agent.

The Revolver Amendment provides for, among other things, an increase in the maximum permitted Total Leverage Ratio (as defined in the Revolving Credit Agreement) from 3.75:1.00 to 5.25:1.00 for the quarters ending September 30, 2016, December 31, 2016 and March 31, 2017; from 3.75:1.00 to 5.00:1.00 for the quarter ending June 30, 2017; from 3.75:1.00 to 4.75:1.00 for the quarter ending September 30, 2017; and from 3.75:1.00 to 4.00:1.00 for the quarter ending December 31, 2017. The Revolver Amendment also reduces the aggregate principal amount of the lenders’ commitments to make loans under the Revolving Credit Agreement from $2.0 billion to $1.5 billion and reduces the aggregate principal amount of letters of credit that can be issued and outstanding pursuant to the Revolving Credit Agreement from $175 million to $125 million.

The Third Amended and Restated Revolving Credit Agreement was previously disclosed on, and filed as Exhibit 10.2 to, a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on September 23, 2015. Amendment No. 1 to the Third Amended and Restated Revolving Credit Agreement was previously disclosed on, and filed as Exhibit 10.2 to, a Current Report on Form 8-K filed by the Company with the SEC on December 21, 2015.

The above summary of the Revolver Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Revolver Amendment. A copy of the Revolver Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Each of the lenders under the Revolving Credit Agreement, as amended by the Revolver Amendment, 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, including as underwriters in connection with certain outstanding debt securities of CF Industries, for which they have received or will receive fees and reimbursement of expenses.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

10.1		Amendment No. 2, dated as of July 29, 2016, to the Third Amended and Restated Revolving Credit Agreement, dated as of September 18, 2015, among CF Industries Holdings, Inc., CF Industries, Inc., the lenders party thereto, the issuing banks party thereto and Morgan Stanley Senior Funding, Inc., as Administrative Agent.

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: August 3, 2016	CF INDUSTRIES HOLDINGS, INC.


	By:	/s/ Douglas C. Barnard
		Name:	Douglas C. Barnard
		Title:	Senior Vice President, General
			Counsel, and Secretary

EXHIBIT INDEX

Exhibit No.		Description

10.1		Amendment No. 2, dated as of July 29, 2016, to the Third Amended and Restated Revolving Credit Agreement, dated as of September 18, 2015, among CF Industries Holdings, Inc., CF Industries, Inc., the lenders party thereto, the issuing banks party thereto and Morgan Stanley Senior Funding, Inc., as Administrative Agent.

EX-10.1 2 a16-15822_1ex10d1.htm EX-10.1

Exhibit 10.1

EXECUTION VERSION

AMENDMENT No. 2 to the THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of July 29, 2016 (this “Amendment”), among CF INDUSTRIES HOLDINGS, INC., a Delaware corporation (“Holdings”), CF INDUSTRIES, INC., a Delaware corporation (the “Company”), the LENDERS party hereto, the ISSUING BANKS party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent.

W I T N E S S E T H :

WHEREAS, the parties hereto have entered into that certain Third Amended and Restated Revolving Credit Agreement, dated as of September 18, 2015 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Revolving Credit Agreement”; the Existing Revolving Credit Agreement as amended by this Amendment, the “Amended Revolving Credit Agreement”), among Holdings, the Company, the Lenders party thereto, the Administrative Agent and the other parties thereto; and

WHEREAS, the parties hereto desire to amend the Existing Revolving Credit Agreement as set forth herein;

NOW, THEREFORE, the parties hereto agree as follows:

Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Amended Revolving Credit Agreement has the meaning assigned to such term in the Amended Revolving Credit Agreement. Each reference in the Existing Revolving Credit Agreement to “this Agreement”, “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference, and each reference in any other Loan Document to “thereof”, “thereunder”, “therein” or “thereby” or any other similar reference to the Existing Revolving Credit Agreement shall, from the Amendment Effective Date (as defined below), refer to the Amended Revolving Credit Agreement. This Amendment shall constitute a “Loan Document” for all purposes under the Amended Revolving Credit Agreement.

Section 2. Amendments to the Existing Revolving Credit Agreement. In each case with effect on and after the Amendment Effective Date:

(a) Section 1.1 of the Existing Revolving Credit Agreement shall be amended to add the following definition in the appropriate alphabetical order:

““Amendment No. 2 Effective Date” means July 29, 2016.”

(b) Clause (a) of the definition of “Applicable LC Fronting Sublimit” in Section 1.1 of the Existing Revolving Credit Agreement shall be amended by deleting the words “Third Restatement Effective Date” and inserting in their place the words “Amendment No. 2 Effective Date”.

(c) The final two sentences of the definition of “Commitment” in Section 1.1 of the Existing Revolving Credit Agreement shall be amended and restated in their entirety as follows:

“The amount of each Lender’s Commitment as of the Amendment No. 2 Effective Date is set forth on Schedule 2.1. The aggregate amount of the Lenders’ Commitments as of the Amendment No. 2 Effective Date is $1,500,000,000.”

(d) Clause (i) of the third sentence of Section 2.5(b) of the Existing Revolving Credit Agreement shall be amended and restated in its entirety as follows:

“(i) the aggregate LC Exposure shall not exceed $125,000,000 (the “LC Sublimit”)”.

(e) Section 6.4(b) of the Existing Revolving Credit Agreement shall be amended and restated in its entirety as follows:

(b) Maximum Total Leverage Ratio. Parent will not permit the Total Leverage Ratio as of the last day of any fiscal quarter to be greater than the ratio set forth opposite the corresponding date set forth below:

Quarter-End Date		Total Leverage Ratio
September 30, 2016		5.25:1.00
December 31, 2016		5.25:1.00
March 31, 2017		5.25:1.00
June 30, 2017		5.00:1.00
September 30, 2017		4.75:1.00
December 31, 2017		4.00:1.00
March 31, 2018 and thereafter		3.75:1.00

(f) Schedule 2.1 of the Existing Revolving Credit Agreement shall be amended and restated in its entirety to contain the information set forth on Annex A hereto.

Section 3. Representations of the Company and Holdings. Each of the Company and Holdings represents and warrants that (a) all representations and warranties set forth in the Amended Revolving Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Amendment Effective Date after giving effect to this Amendment, except that (i) to the extent that any such representation or warranty is stated to relate solely to an earlier date, it shall be true and correct in all material respects as of such earlier date and (ii) any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true

and correct in all respects and (b) no Default or Event of Default shall exist and be continuing on the Amendment Effective Date after giving effect to this Amendment.

Section 4. Effectiveness of Amendment. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”) upon satisfaction of the following conditions precedent:

(a) The Administrative Agent (or its counsel) shall have received, from each of Holdings, the Company, the Issuing Banks and Lenders that in the aggregate constitute the Required Lenders under the Existing Revolving Credit Agreement as of the Amendment Effective Date, a counterpart of this Amendment, signed on behalf of such party (which may include facsimile or other electronic transmission of a signed signature page of this Amendment);

(b) The Administrative Agent shall have received a certificate, dated as of the Amendment Effective Date and signed on behalf of the Company by a Responsible Officer or a Financial Officer of the Company, confirming (i) that all representations and warranties set forth in this Amendment, the Amended Revolving Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date after giving effect to this Amendment, except that (A) to the extent that any such representation or warranty is stated to relate solely to an earlier date, such certificate shall confirm that such representation or warranty is true and correct in all material respects as of such earlier date and (B) with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, such certificate shall confirm that such representation or warranty is true and correct in all respects; and (ii) no Default or Event of Default exists and is continuing on the Amendment Effective Date after giving effect to this Amendment;

(c) The Lenders, the Administrative Agent, and the Arrangers shall have received all fees and expenses required to be paid by the applicable Loan Parties (including, without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements of Davis Polk & Wardwell LLP, counsel to the Administrative Agent) for which invoices have been presented to the Company at least 3 Business Days prior to the Amendment Effective Date (or such later date as the Company shall permit in its reasonable discretion); and

(d) The Administrative Agent shall have received an amendment fee for the account of each Lender party hereto in an amount equal to 0.10% of such Lender’s Commitment as of the Amendment Effective Date (immediately after giving effect to this Amendment).

Section 5. Certain Consequences Of Effectiveness.

(a) Except as expressly set forth herein and in Annex A attached hereto, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or any other party under the Existing Revolving Credit Agreement or any other Loan Document,

and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Revolving Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

(b) Nothing herein shall be deemed to entitle Holdings, any Borrower or any Guarantor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Revolving Credit Agreement or any other Loan document in similar or different circumstances.

(c) By signing this Amendment, each of Holdings and the Company hereby confirms that (i) the Obligations of each of Holdings, each of the Borrowers and each Guarantor under the Amended Revolving Credit Agreement and the other Loan Documents as amended hereby are entitled to the benefit of the guarantees set forth in the relevant Loan Documents and (ii) the Loan Documents as amended hereby are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects.

Section 6. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

Section 7. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means (including in .pdf format) shall be effective as delivery of a manually executed counterpart of this Amendment.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

CF INDUSTRIES HOLDINGS, INC., as Holdings


By:	/s/ Daniel Swenson
	Name:	Daniel Swenson
	Title:	Vice President, Treasurer and Assistant Secretary


CF INDUSTRIES, INC., as the Company


By:	/s/ Daniel Swenson
	Name:	Daniel Swenson
	Title:	Vice President, Treasurer and Assistant Secretary