8-K

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): February 7, 2018

Terra Nitrogen Company, L.P.

(Exact name of registrant as specified in its charter)

Delaware	033-43007	73-1389684
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 1.01.Entry into a Material Definitive Agreement.

On February 7, 2018, Terra Nitrogen Company, L.P., a Delaware limited partnership (“TNCLP”), entered into an assignment and assumption agreement (the “Agreement”) with Terra Nitrogen GP Inc., a Delaware corporation (“TNGP”), under which TNCLP assigned to TNGP the right to acquire all of the issued and outstanding common units representing limited partner interests in TNCLP held by persons other than TNGP and its affiliates. The description of the Agreement contained in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

TNGP is the sole general partner of TNCLP. Affiliates of TNGP currently hold approximately 75.1% of the outstanding common units of TNCLP and all of the outstanding Class B common units of TNCLP. TNCLP is party to several agreements with an affiliate of TNGP relating to the operation of TNCLP’s business and the sale of the fertilizer products produced at TNCLP’s Verdigris facility.

Item 8.01.Other Events.

On February 7, 2018, TNCLP issued a press release announcing that, on such date, TNGP has elected to exercise the right, assigned to TNGP by TNCLP, to purchase all of the issued and outstanding common units representing limited partner interests in TNCLP not already owned by TNGP or its affiliates for a cash purchase price, determined in accordance with TNCLP’s partnership agreement, of $84.033 per unit. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)   Exhibits.

Exhibit Number	Description of Exhibit
10.1	Assignment and Assumption Agreement, dated as of February 7, 2018, by and between Terra Nitrogen Company, L.P. and Terra Nitrogen GP Inc.
99.1	Press release dated February 7, 2018

2

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: February 7, 2018	TERRA NITROGEN COMPANY, L.P.
	By:	Terra Nitrogen GP Inc.
	Its:	General Partner
	By:	/s/Douglas C. Barnard
		Name: Douglas C. Barnard
		Title: Senior Vice President, General Counsel, and Secretary

3

EX-10.1

Exhibit 10.1

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of February 7, 2018, by and between Terra Nitrogen Company, L.P., a Delaware limited partnership (the “Partnership”), and Terra Nitrogen GP Inc., a Delaware corporation (“TNGP”). Capitalized terms used in this Agreement but not otherwise defined herein have the meanings ascribed thereto in the Partnership Agreement (as defined below).

W I T N E S S E T H

WHEREAS, pursuant to Section 17.1 of the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of September 1, 2005, as amended (the “Partnership Agreement”), if at any time not more than 25% of the total Units of any class then issued and outstanding are held by persons other than the General Partner and its affiliates, the Partnership, in the sole discretion of the General Partner, has the right to call, or to assign to the General Partner or its affiliates (such right to assign, the “Right to Assign”), the right to acquire all, but not less than all, of the Units of such class held by persons other than the General Partner or its affiliates at a price per Unit to be determined in accordance with Section 17.1 of the Partnership Agreement;

WHEREAS, TNGP is the General Partner under the Partnership Agreement;

WHEREAS, an affiliate of TNGP holds approximately 75.1% of the common units representing limited partner interests in the Partnership (the “Common Units”);

WHEREAS, the Partnership has agreed to assign to TNGP, pursuant to the Right to Assign, the right to acquire all, but not less than all, of the Common Units not held by the General Partner or its affiliates (the “Call Right”), and TNGP has agreed to accept assignment of the Call Right; and

WHEREAS, TNGP has agreed to assume, and thereafter pay, perform and discharge as and when due, all obligations of the Partnership of every kind or description under the Partnership Agreement arising out of, or relating to, the Call Right.

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the Partnership and TNGP, intending to be legally bound, hereby agree as follows:

1.Assignment of Call Right. The Partnership hereby assigns to TNGP the Call Right, in its entirety, in accordance with Section 17.1 of the Partnership Agreement.

2.Acceptance and Assumption of Call Right.  TNGP hereby (i) accepts the assignment of the Call Right and (ii) agrees to assume, and thereafter to pay, perform and discharge as and when due, all obligations of the Partnership of every kind or description under the Partnership Agreement arising out of, or relating to, the Call Right.

1

3.Obligations of the Partnership under the Partnership Agreement.  Nothing in this Agreement shall be deemed to relieve the Partnership of its obligations under the Partnership Agreement.

4.Entire Agreement.  Nothing in this Agreement shall, or shall be deemed to, defeat, limit, alter, impair, enhance or enlarge any representation, warranty, right, obligation, claim or remedy created by the Partnership Agreement.  In the event of any conflict between any provision of the Partnership Agreement and this Agreement, the Partnership Agreement shall control.

5.Parties Bound.  This Agreement shall be binding upon and inure to the benefit of the Partnership and TNGP and their respective successors and permitted assigns.

6.No Third-Party Rights.  The provisions of this Agreement are intended to bind the parties hereto as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies, and no person is or is intended to be a third-party beneficiary of any of the provisions of this Agreement.

7.Further Assurances.  The Partnership and TNGP agree that, from time to time, each of them will execute and deliver such further instruments of conveyance and transfer and take such other actions as may be reasonably necessary to carry out the purposes and intents of this Agreement and the transactions contemplated hereby.

8.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof or of any other jurisdiction.

9.Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together will constitute a single instrument.

10.Deed; Bill of Sale; Assignment.  To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the assets and interests referenced herein.

11.Headings; References.  All section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof.  The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

[Signature page follows.]

2

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement to be effective as of the date first above written.

TERRA NITROGEN COMPANY, L.P.
By:	Terra Nitrogen GP Inc.
Its:	General Partner
By:	/s/ Douglas C. Barnard
	Name:	Douglas C. Barnard
	Title:	Senior Vice President, General Counsel, and Secretary
TERRA NITROGEN GP INC.
By:	/s/ Douglas C. Barnard
	Name:	Douglas C. Barnard
	Title:	Senior Vice President, General Counsel, and Secretary

[Assignment and Assumption Agreement]

EX-99.1

Exhibit 99.1

FOR MORE INFORMATION, CONTACT: Martin Jarosick Vice President, Investor Relations 847-405-2045 mjarosick@cfindustries.com

Terra Nitrogen Company, L.P. Reports Exercise of Right to Purchase Common Units and Declares Quarterly Distribution

DEERFIELD, Ill. — February 7, 2018 — Terra Nitrogen Company, L.P. (“TNCLP”) (NYSE: TNH) announced today that, in accordance with Section 17.1 of TNCLP’s First Amended and Restated Agreement of Limited Partnership, as amended (the “Partnership Agreement”), Terra Nitrogen GP Inc., a Delaware corporation and the sole general partner of TNCLP (“TNGP” or the “General Partner”), has elected to exercise the right, assigned to TNGP by TNCLP, to purchase all of the issued and outstanding common units representing limited partner interests in TNCLP not already owned by TNGP or its affiliates (the “Units”).

TNGP will purchase the Units on April 2, 2018 (the “Purchase Date”) for a cash purchase price of $84.033 per Unit. The purchase price was determined in accordance with Section 17.1 of the Partnership Agreement as the average of the daily closing prices per common unit for the 20 consecutive trading days beginning with January 5, 2018 and ending with February 2, 2018.

As of the Purchase Date, all rights of the holders of the Units will cease, except for the right to receive payment of the purchase price. Upon completion of the purchase on the Purchase Date, TNGP will own 100 percent of the Units and will be entitled to all of the benefits resulting from the Units. In addition, upon completion of the purchase, the common units representing limited partner interests in TNCLP will cease to be publicly traded or listed on the New York Stock Exchange.

TNCLP also announced today the declaration of a cash distribution for the quarter ended December 31, 2017, of $2.03 per common limited partnership unit. The distribution is payable February 28, 2018, to holders of record as of February 16, 2018.

Cash distributions depend on TNCLP’s cash requirements for working capital needs and capital expenditures, as well as its earnings, which can be affected by nitrogen fertilizer selling prices, natural gas costs, seasonal demand factors, production levels and weather. The calculation of available cash for the cash distribution for the quarter ended December 31, 2017 included the proceeds from the previously-announced sale of TNCLP’s 50% interest in the Oklahoma CO2 Partnership joint venture that closed in the fourth quarter of 2017. Cash distributions per limited partnership unit also vary based on increasing amounts allocable to the General Partner when cumulative distributions exceed targeted levels. With this distribution, TNCLP cumulative distributions continue to exceed targeted levels. As a result of TNGP’s exercise of the right to purchase the Units, there will be no further cash distributions on the common limited partnership units after the distribution payable February 28, 2018.

This release serves as a qualified notice to nominees and brokers as provided for under Treasury Regulation Section 1.1446-4(b). Please note that 100 percent of TNCLP’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, TNCLP’s distributions to foreign investors are subject to federal income tax withholding at the highest effective tax rate.

About TNCLP

Terra Nitrogen Company, L.P. is a leading manufacturer of nitrogen fertilizer products.

Terra Nitrogen, Limited Partnership (TNLP), owner of the Verdigris, Oklahoma manufacturing facility and related assets, is a subsidiary of TNCLP. Terra Nitrogen GP Inc., an indirect, wholly-owned subsidiary of CF Industries Holdings, Inc., is the General Partner of TNCLP and TNLP and exercises full control over all of TNCLP’s and TNLP’s business affairs.

Forward-Looking Statements

All statements in this communication, other than those relating to historical facts, are forward-looking statements. These 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 TNCLP’s control, which could cause actual results to differ materially from such statements. Important factors that could cause actual results to differ materially from expectations include, among others:

·Risks related to TNCLP’s reliance on one production facility;

·The cyclical nature of TNCLP’s business and the agricultural sector;

·The volatility of natural gas prices in North America;

·The global commodity nature of TNCLP’s fertilizer products, the impact of global supply and demand on TNCLP’s selling prices, and the intense global competition from other fertilizer producers;

·Conditions in the U.S. agricultural industry;

·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 significant risks and hazards involved in producing and handling TNCLP’s products against which it may not be fully insured;

·Risks associated with cyber security;

·Weather conditions;

·Potential liabilities and expenditures related to environmental, health and safety laws and regulations, and permitting requirements;

·Future regulatory restrictions and requirements related to greenhouse gas emissions;

·The seasonality of the fertilizer business;

·Risks involving derivatives and the effectiveness of TNCLP’s risk measurement and hedging activities;

·Limited access to capital;

·Acts of terrorism and regulations to combat terrorism;

·Risks related to TNCLP’s dependence on and relationships with CF Industries;

·Deterioration of global market and economic conditions;

·Risks related to TNCLP’s partnership structure and control of TNCLP’s General Partner by CF Industries;

·Changes in TNCLP’s available cash for distribution to its unitholders, due to, among other things, changes in its earnings, the amount of cash generated by its operations and the amount of cash reserves established by its General Partner for operating, capital and other requirements;

·The conflicts of interest that may be faced by the executive officers of TNCLP’s General Partner, who operate both TNCLP and CF Industries; and

·Tax risks to TNCLP’s common unitholders and changes in TNCLP’s treatment as a partnership for U.S. or state income tax purposes.

More detailed information about factors that may affect TNCLP’s performance may be found in its filings with the Securities and Exchange Commission, including its most recent periodic reports filed on Form 10-K and Form 10-Q, which are available through CF Industries’ website. Forward-looking statements are given only as of the date of this release and TNCLP 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.

Terra Nitrogen Company, L.P. news announcements are also available on CF Industries’ Web site, www.cfindustries.com.

# # #