-----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, FYGjPag7uMTqGStmn5tPzI+4reSl2x7/puy1t7p0fKtqsNA3692zhd49IhEbwSo0 T9Ea62ghDM22tDsNdbOyEQ== 0000950137-07-001000.txt : 20070126 0000950137-07-001000.hdr.sgml : 20070126 20070126161235 ACCESSION NUMBER: 0000950137-07-001000 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070125 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070126 DATE AS OF CHANGE: 20070126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TERRA INDUSTRIES INC CENTRAL INDEX KEY: 0000722079 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 521145429 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08520 FILM NUMBER: 07556789 BUSINESS ADDRESS: STREET 1: 600 FOURTH ST STREET 2: PO BOX 6000 CITY: SIOUX CITY STATE: IA ZIP: 51102-6000 BUSINESS PHONE: 7122771340 MAIL ADDRESS: STREET 1: 600 FOURTH STREET STREET 2: PO BOX 6000 CITY: SIOUX CITY STATE: IA ZIP: 51102-6000 FORMER COMPANY: FORMER CONFORMED NAME: INSPIRATION RESOURCES CORP DATE OF NAME CHANGE: 19920517 8-K 1 c11770e8vk.htm CURRENT REPORT e8vk
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 25, 2007
TERRA INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
         
Maryland
(State or other jurisdiction of incorporation) 		  1-8520
(Commission File Number) 		  52-1145429
(IRS Employer Identification No.)
Terra Centre
600 Fourth Street, P.O. Box 6000
Sioux City, Iowa 51102-6000
(712) 277-1340
(Address of Principal Executive Offices, including Zip Code)
(Registrant’s Telephone Number, Including Area Code)
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):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

ITEM 8.01 OTHER EVENTS
     On January 25, 2007, Terra Capital, Inc., a wholly-owned subsidiary of Terra Industries Inc. issued a press release announcing the pricing terms of its previously announced tender offers for any and all of its outstanding 127/8% Senior Secured Notes due 2008 and 111/2% Second Priority Senior Secured Notes due 2010 (collectively, the “Notes”)and related consent solicitations pursuant to the Offer to Purchase and Consent Solicitation Statement dated January 10, 2007. A copy of the press release is attached hereto as Exhibit 99.1.
     On January 25, 2007, Terra Capital, Inc., a wholly-owned subsidiary of Terra Industries Inc., issued a press release announcing that it had successfully priced $330 million of 7% Senior Unsecured Notes due 2017. A copy of the press release is attached hereto as Exhibit 99.2.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
         
(c)
  Exhibits    
 
        
 
  99.1   Press Release dated January 25, 2007
 
  99.2   Press Release dated January 25, 2007
SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  TERRA INDUSTRIES INC.
 		  
  /s/ John W. Huey    
  John W. Huey   
  Vice President, General Counsel
and Corporate Secretary 		  
 
Date: January 26, 2007

 

EX-99.1 2 c11770exv99w1.htm PRESS RELEASE exv99w1
 

         
(TERRA LOGO)
  Exhibit 99.1   Terra Industries Inc.
600 Fourth Street
P.O. Box 6000
Sioux City, IA 51102-6000
Telephone: (712) 277-1340
Telefax: (712) 277-7383
www.terraindustries.com
 
NEWS
 
For immediate release   Contact: Joe A. Ewing
    (712) 277-7305
jewing@terraindustries.com
Terra Capital Announces Pricing of Tender Offer and Consent Solicitation
for Certain of its Outstanding Notes
Sioux City, Iowa (January 25, 2007)—Terra Capital, Inc. (“Terra Capital”), a wholly-owned subsidiary of Terra Industries Inc. (NYSE: TRA), announced the pricing terms of its previously announced tender offers for any and all of its outstanding 127/8% Senior Secured Notes due 2008 (CUSIP No. 88089PAB9) and 111/2% Second Priority Senior Secured Notes due 2010 (CUSIP Nos. 88089PAC7 and 88089PAD5) (collectively, the “Notes”) and related consent solicitations pursuant to the Offer to Purchase and Consent Solicitation Statement dated January 10, 2007 (the “Offer to Purchase”).
The total consideration for each $1,000 principal amount of Notes (the “Total Consideration”), which will be payable in respect of Notes that are validly tendered and accepted for payment and consents validly delivered on or prior to 5:00 p.m., New York City time, on February 1, 2007 (the “Consent Extension Date”), will be $1,117.69 per $1,000 principal amount with respect to the 127/8% Senior Secured Notes due 2008 and $1,075.04 per $1,000 principal amount with respect to the 111/2% Second Priority Senior Secured Notes due 2010, which includes a $20.00 per $1,000 principal amount of Notes payment only in respect of Notes that were tendered on or prior to the Consent Extension Date (the “Consent Payment”). In addition, holders will be paid accrued and unpaid interest on the tendered Notes up to, but not including, the settlement date.
The Total Consideration with respect to the 127/8% Senior Secured Notes due 2008, was determined using a yield equal to the bid price on the 3.125% U.S. Treasury Note due October 15, 2008, and with respect to the 111/2% Second Priority Senior Secured Notes due 2010, was determined using a yield equal to the bid price on the 3.50% U.S. Treasury Note due May 31, 2007, which was 5.025% and 5.159%, respectively, as of 2:00 p.m., New York City time, on January 25, 2007, plus a fixed spread of 50 basis points with respect to the Notes. Holders who validly tender their Notes after the Consent Extension Date and on or prior to midnight, New York City time, on February 7, 2007, unless extended (the “Expiration Date”), will be eligible to receive the tender offer consideration, which consists of the Total Consideration less the Consent Payment.
Subject to the terms and conditions of the tender offers and consent solicitations, payment for tendered Notes will be made on or promptly after the Expiration Date.
Terra Capital retained Citigroup Corporate and Investment Banking to serve as dealer manager for the tender offers and consent solicitations. Global Bondholder Services Corporation is the depositary and information agent for the tender offers and consent solicitations.
Requests for documents relating to the tender offers and consent solicitations, including the Offer to Purchase, may be directed to Global Bondholder Services Corporation by telephone at 1-866-540-1500 (toll free) or 1-212-430-3774. Questions regarding the tender offers and consent solicitations may be

 

 

directed to Citigroup Corporate and Investment Banking, Liability Management Group, at 1-800-558-3745 (toll free) or 1-212-723-6106 (collect).
This press release does not constitute an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to the Notes nor is this announcement an offer or solicitation of an offer to sell new securities. The tender offers and consent solicitations are made solely by means of the Offer to Purchase and Consent Solicitation Statement distributed to the holders of the Notes. No recommendation is made as to whether holders of Notes should tender their notes or give their consent.
About Terra
Terra Industries Inc., with 2005 revenues of $1.9 billion, is a leading international producer of nitrogen products.
Forward-looking statements
This news release may contain forward-looking statements, which involve inherent risks and uncertainties. Statements that are not historical facts, including statements about Terra Industries Inc.’s beliefs, plans or expectations, are forward-looking statements. These statements are based on current plans, estimates and expectations. Actual results may differ materially from those projected in such forward-looking statements and therefore you should not place undue reliance on them. A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward-looking statements is set forth in Terra Industries Inc.’s most recent report on Form 10-K and Terra Industries Inc.’s other documents on file with the Securities and Exchange Commission. Terra Industries Inc. undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
# # #
Note: Terra Industries’ news announcements are also available on its website, www.terraindustries.com.

 

EX-99.2 3 c11770exv99w2.htm PRESS RELEASE exv99w2
 

         
(TERRA LOGO)
  Exhibit 99.2   Terra Industries Inc.
600 Fourth Street
P.O. Box 6000
Sioux City, IA 51102-6000
Telephone: (712) 277-1340
Telefax: (712) 277-7383
www.terraindustries.com
 
NEWS
 
For immediate release   Contact: Joe A. Ewing
    (712) 277-7305
jewing@terraindustries.com
Terra Capital Prices $330 Million of Senior Unsecured Notes
Sioux City, Iowa (January 25, 2007)—Terra Capital, Inc. (“Terra Capital”), a wholly-owned subsidiary of Terra Industries Inc. (NYSE: TRA), successfully priced $330 million of 7% Senior Unsecured Notes due in 2017 (the “Notes”). The Notes were priced at a discount to yield 7.125%. Terra Capital will use the proceeds of the offering, together with available cash, to redeem its existing 127/8% Senior Secured Notes due 2008 and its 111/2% Second Priority Senior Secured Notes due 2010 and to pay related premiums, fees and expenses, pursuant to a cash tender offer announced January 10, 2007. The financing transaction and tender offer is expected to close on February 2, 2007.
The Notes will be guaranteed by Terra Industries Inc. and certain of Terra Capital’s material wholly owned U.S. subsidiaries. The Notes will be senior unsecured obligations and will rank equally with all of Terra Capital’s existing and future senior obligations, and senior to any of Terra Capital’s subordinated indebtedness. The Notes will be effectively subordinated to all secured indebtedness of Terra Capital.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes or any other securities, nor will there be any sale of the Notes or any other securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The Notes will be issued in reliance on the exemption from the registration requirements provided by Rule 144A. None of the Notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
About Terra
Terra Industries Inc., with 2005 revenues of $1.9 billion, is a leading international producer of nitrogen products.
Forward-looking statements
This news release may contain forward-looking statements, which involve inherent risks and uncertainties. Statements that are not historical facts, including statements about Terra Industries Inc.’s beliefs, plans or expectations, are forward-looking statements. These statements are based on current plans, estimates and expectations. Actual results may differ materially from those projected in such forward-looking statements and therefore you should not place undue reliance on them. A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward-looking statements is set forth in Terra Industries Inc.’s most recent report on Form 10-K and Terra Industries Inc.’s other documents on file with the Securities and Exchange Commission. Terra Industries Inc. undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
# # #
Note: Terra Industries’ news announcements are also available on its website, www.terraindustries.com.

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