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): May 22, 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 1.02 Termination of a Material Definitive Agreement.

 

As previously disclosed, on August 6, 2015, CF Industries Holdings, Inc. (“CF Industries”), entered into a Combination Agreement (as amended, the “Combination Agreement”) with OCI N.V. (“OCI”), and certain other parties named therein (collectively, the “Parties”). On May 22, 2016, the Parties entered into a Termination Agreement, dated as of May 22, 2016 (the “Termination Agreement”), under which the Parties agreed to terminate the Combination Agreement, including all schedules and exhibits thereto, and all ancillary agreements contemplated thereby or entered pursuant thereto (collectively,  the “Transaction Documents”), by mutual written consent. Pursuant to the Termination Agreement, CF Industries agreed to pay OCI a termination fee of $150 million in cash on or before May 24, 2016. The Parties also agreed to release each other from any and all claims, actions, obligations, liabilities, expenses and fees in connection with, arising out of or related to the Transaction Documents or the transactions contemplated thereby.

 

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the Termination Agreement, a copy of which is attached hereto as Exhibit 10.1 and the terms of which are incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On May 23, 2016, CF Industries issued a press release announcing the termination of the Combination Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

 

On May 23, 2016, CF Industries will host a conference call at which the presentation attached hereto as Exhibit 99.2 will be used.

 

The information set forth herein, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

 

 

 

10.1

 

Termination Agreement, dated as of May 22, 2016, by and among CF Industries Holdings, Inc., OCI N.V. and certain other parties named therein

99.1

 

Press Release, dated May 23, 2016

99.2

 

Presentation of CF Industries Holdings, Inc., dated May 23, 2016

 

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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: May 23, 2016

CF INDUSTRIES HOLDINGS, INC.

 

 

 

 

 

By:

/s/ Douglas C. Barnard

 

 

Name:

Douglas C. Barnard

 

 

Title:

Senior Vice President, General

 

 

Counsel, and Secretary

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

10.1

 

Termination Agreement, dated as of May 22, 2016, by and among CF Industries Holdings, Inc., OCI N.V. and certain other parties named therein

99.1

 

Press Release, dated May 23, 2016

99.2

 

Presentation of CF Industries Holdings, Inc., dated May 23, 2016

 

4


Exhibit 10.1

 

EXECUTION VERSION

 

TERMINATION AGREEMENT

 

This TERMINATION AGREEMENT (this “ Agreement ”), dated as of May 22, 2016, is entered into by and among CF Industries Holdings, Inc., a Delaware corporation (“ Cambridge ”), CF B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under the law of the Netherlands, with its corporate seat ( statutaire zetel ) in Amsterdam, the Netherlands (“ Holdco ”), Finch Merger Company LLC, a Delaware limited liability company and wholly-owned, direct or indirect, subsidiary of Holdco (“ MergerCo ”) and OCI N.V., a public company with limited liability ( naamloze vennootschap ) incorporated under the law of the Netherlands (“ Oxford ”). Each of Cambridge, Oxford, Holdco and MergerCo are referred to herein as a “Party” and together the “Parties”.

 

WHEREAS, the Parties entered into that certain Combination Agreement, dated as of August 6, 2015, as amended (the “ Combination Agreement ”, and capitalized terms used herein and not defined having the meanings assigned thereto in the Combination Agreement); and

 

WHEREAS, the Parties desire to terminate the Combination Agreement by mutual written consent, and to release each other from all claims, obligations and liabilities arising out of, in connection with or relating to the Combination Agreement, in each case, on the terms and subject to the conditions set forth herein.

 

NOW, THEREFORE, in consideration of the covenants and agreements herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

 

1.                                      Termination .  The Parties hereby agree that the Combination Agreement, including all schedules and exhibits thereto, and all ancillary agreements contemplated thereby, including the Ancillary Agreements (other than the Confidentiality Agreement) and the irrevocable undertakings executed by certain shareholders of Oxford in favor of Cambridge and Oxford (collectively, the “ Transaction Documents ”), are hereby terminated effective immediately (the “ Termination Time ”) and, notwithstanding anything to the contrary in the Transaction Documents, including Section 11.2 of the Combination Agreement, the Transaction Documents are terminated in their entirety and shall become null and void and be of no further force or effect whatsoever (the “ Termination ”).

 

2.                                      Termination Fee .  Cambridge agrees to pay Oxford $150,000,000 in respect of the Termination, including for opportunity costs and other business costs and expenses incurred in relation to the transactions contemplated in the Combination Agreement, (the “ Termination Fee ”) by wire transfer of same day funds to an account designated by Oxford, which Termination Fee shall be paid within two (2) Business Days following the Termination Time.

 

3.                                      Mutual Release; Disclaimer of Liability .  Each of Cambridge and Oxford, each on behalf of itself and each of its respective successors, Subsidiaries (in the case of Cambridge, including Holdco and MergerCo), Affiliates, divisions, assignees, officers, directors, employees, representatives, agents, shareholders and advisors and the heirs, successors and assigns of each of them (the “ Releasors ”), does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to sue any other Party, any of their respective successors, Subsidiaries, Affiliates, divisions or assignees, and any of their respective present or former

 



 

officers, directors, employees, representatives, agents, shareholders, advisors, auditors and attorneys and the heirs, successors and assigns of each of them (collectively the “ Releasees ”), from and with respect to any and all liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“ Claims ”), howsoever arising, whether based on any Law or right of action, known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to the Transaction Documents or the transactions contemplated therein or thereby.  The release contemplated by this Section 3 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time from the beginning of time to and including the Termination Time. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law the provisions, rights and benefits of California Civil Code section 1542 (or any similar Law), which provides:

 

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

 

Nothing in this Section 3 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or the Confidentiality Agreement or (ii) constitute a release by any Party for any Claim arising under this Agreement or the Confidentiality Agreement.

 

4.                                      Publicity .  The Parties mutually agree to issue a joint press release in the form attached hereto as Exhibit A regarding this Agreement and the Termination.

 

5.                                      Representations and Warranties .  Each Party represents and warrants to the other that: (i) such Party has all requisite corporate power and authority to enter into this Agreement and to take the actions contemplated hereby; (ii) the execution and delivery of this Agreement and the actions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Party, including any necessary approval of each of such Party’s relevant boards of directors; and (iii) this Agreement has been duly and validly executed and delivered by such Party, and, assuming the due authorization, execution and delivery of this Agreement by the other Parties hereto, constitutes a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as that enforceability may be (y) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (z) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law).

 

6.                                      Further Assurances .  Each Party shall, and shall cause its Subsidiaries and Affiliates to, cooperate with each other in the taking of all actions necessary, proper or advisable under this Agreement and applicable Laws to effectuate the Termination.

 

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7.                                      Third-Party Beneficiaries .  Except for the provisions of Section 3 , with respect to which each Releasee is an expressly intended third-party beneficiary thereof, this Agreement is not intended to and shall not confer any rights or remedies upon any Person other than the Parties and their respective successors.

 

8.                                      Entire Agreement .  This Agreement and the Confidentiality Agreement constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior representations, warranties, agreements and understandings, both written and oral, between the Parties or any of them with respect to the subject matter hereof.

 

9.                                      Governing Law and Venue .  THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN, AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN, ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS RULES OF CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY STATE OTHER THAN THE STATE OF DELAWARE. The Parties hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware located in Wilmington, Delaware, or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the federal courts of the United States of America located in the City of Wilmington in the State of Delaware in respect of all matters arising out of or relating to this Agreement, the interpretation and enforcement of the provisions of this Agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in such courts. The Parties hereby consent to and grant any such court jurisdiction over the person of such Parties solely for such purpose and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 12.1 of the Combination Agreement or in such other manner as may be permitted by applicable Laws shall be valid and sufficient service thereof.

 

10.                               Counterparts; Effectiveness .  This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which, when taken together, shall constitute one and the same instrument. This Agreement shall become effective when each Party shall have received counterparts thereof signed and delivered by the other Parties. Signatures transmitted electronically shall be accepted as originals for all purposes of this Agreement.

 

11.                               Specific Performance .  The Parties agree that irreparable injury will occur in the event that any of the provisions of this Agreement is not performed in accordance with its specific terms or is otherwise breached.  Each Party shall be entitled to an injunction or injunctions to prevent or remedy any breaches or threatened breaches of this Agreement by any other Party, to a decree or order of specific performance to specifically enforce the terms and provisions of this Agreement and to any further equitable relief.  The Parties’ rights in this Section 11 are an integral part of this Agreement and each Party hereby waives any objections to any remedy referred to in this Section 11 (including any objection on the basis that there is an adequate remedy at Law or that an award of such remedy is not an appropriate remedy for any

 

3



 

reason at Law or equity).  For the avoidance of doubt, each Party agrees that there is not an adequate remedy at Law for a breach of this Agreement by any Party.  In the event any Party seeks any remedy referred to in this Section 11 , such Party shall not be required to obtain, furnish, post or provide any bond or other security in connection with or as a condition to obtaining any such remedy.

 

[Remainder of page intentionally left blank]

 

4



 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

 

 

CF INDUSTRIES HOLDINGS, INC.

 

 

 

 

 

By:

/s/ W. Anthony Will

 

 

Name: W. Anthony Will

 

 

Title: President and Chief Executive Officer

 

 

 

 

 

CF B.V.

 

 

 

 

 

By:

/s/ Douglas C. Barnard

 

 

Name: Douglas C. Barnard

 

 

Title: Managing Director

 

 

 

 

 

FINCH MERGER COMPANY LLC

 

 

 

 

 

By:

/s/ W. Anthony Will

 

 

Name: W. Anthony Will

 

 

Title: President and Chief Executive Officer

 

 

 

 

 

OCI N.V.

 

 

 

 

 

By:

/s/ Nassef Sawiris

 

 

Name: Nassef Sawiris

 

 

Title: Chief Executive Officer

 

[Signature Page to Termination Agreement]

 


Exhibit 99.1

 

 

News Release

 

For additional information:

 

CF Industries
4 Parkway North, Suite 400
Deerfield, IL 60015
www.cfindustries.com

OCI N.V.
Honthorststraat 19
1071 DC Amsterdam
The Netherlands

 

www.oci.nl

 

 

Chris Close

Hans Zayed

Director, Corporate Communications

Director, Investor Relations

847-405-2542 — cclose@cfindustries.com

Dan Aldridge
Director, Investor Relations
847-405-2530 — daldridge@cfindustries.com

+31 (0) 6 18 251 367 — hans.zayed@oci.nl

 

Termination of Proposed Combination of CF Industries with OCI’s European, North American and Global Distribution Businesses

 

DEERFIELD, Illinois and AMSTERDAM, Netherlands — May 23, 2016 — CF Industries Holdings, Inc. (NYSE: CF) and OCI N.V. (Euronext: OCI) today announce the termination of the proposed combination of CF and the European, North American and Global Distribution businesses of OCI. The Treasury announcement on April 4, 2016 materially reduced the structural synergies of the combination. Since that time, both companies have worked together collaboratively to explore alternative transactions and structures that would be attractive to their respective shareholders.  However, the companies were unable to identify an alternative acceptable to both parties and, therefore, agreed to terminate the combination.

 

“Although the original deal created significant value for both parties, changes in the regulatory and commercial environments forced us to re-evaluate the combination and led us to the conclusion that terminating the agreement is in the best interests of CF Industries and its shareholders.” said Tony Will, president and chief executive officer, CF Industries Holdings, Inc.  “I want to thank the management team of OCI for their professionalism and collaboration throughout our discussions.”

 

OCI N.V. CEO Nassef Sawiris commented: “Despite not having been able to reach an agreement on an alternative transaction or structure, we have the utmost respect for CF’s management and I would like to thank Tony and his team for all the effort. The level of goodwill and collaboration between the two companies has been positive at all levels of management since our discussions started last year, which leads me to believe that in the future we can explore alternative ways of collaboration or structures to create value for our respective shareholders.”

 

As contemplated in the combination agreement, CF will pay OCI $150 million in connection with the termination.

 

CF Industries plans to host a conference call to discuss the announcement at 9:00 a.m. ET on Monday, May 23, 2016. Investors can access the call by dialing 866-748-8653 or 678-825-8234. The passcode is 19478250. The conference call also will be available live on the company’s website at www.cfindustries.com. Participants also may pre-register for the webcast on the company’s website.

 



 

Please log-in or dial-in at least 10 minutes prior to the start time to ensure a connection. A replay of the call will be available for seven days by calling (855) 859-2056 and citing code 19478250.

 

About CF Industries Holdings, Inc.

 

CF Industries Holdings, Inc., headquartered in Deerfield, Illinois, through its subsidiaries is a global leader in the manufacturing and distribution of nitrogen products, serving both agricultural and industrial customers. CF Industries operates world-class nitrogen manufacturing complexes in Canada, the United Kingdom and the United States, and distributes plant nutrients through a system of terminals, warehouses, and associated transportation equipment located primarily in the Midwestern United States. The company also owns a 50 percent interest in an ammonia facility in The Republic of Trinidad and Tobago. CF Industries routinely posts investor announcements and additional information on the company’s website at www.cfindustries.com and encourages those interested in the company to check there frequently.

 

About OCI N.V.

 

OCI N.V. is a global producer and distributor of natural gas-based fertilizers and industrial chemicals based in the Netherlands. The company produces nitrogen fertilizers, methanol and other natural gas based products, serving agricultural and industrial customers from the Americas to Asia. The company ranks among the world’s largest nitrogen fertilizer producers, and can produce more than 8.4 million metric tons of nitrogen fertilizers and industrial chemicals at production facilities in the Netherlands, the United States, Egypt and Algeria. OCI N.V. is listed on the Euronext in Amsterdam.

 

Safe Harbor Statement

 

All statements in this communication by CF Industries Holdings, Inc. (together with its subsidiaries, the “Company”), other than those relating to historical facts, are forward-looking statements. Forward-looking statements can generally be identified by their use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict” or “project” and similar terms and phrases, including references to assumptions. 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 the Company’s control, which could cause actual results to differ materially from such statements. These statements may include, but are not limited to, statements about strategic plans and statements about future financial and operating results.

 

Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among others, the volatility of natural gas prices in North America and Europe; the cyclical nature of the Company’s business and the agricultural sector; the global commodity nature of the Company’s fertilizer products, the impact of global supply and demand on the Company’s selling prices, and the intense global competition from other fertilizer producers; conditions in the U.S. and European 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 the Company’s products against which the Company may not be fully insured; risks associated with cyber security; weather conditions; the Company’s ability to complete its production capacity expansion projects on schedule as planned, on budget or at all; risks associated with expansions of the Company’s business, including unanticipated adverse consequences and the significant resources that could be required; 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; the impact of changing market conditions on the Company’s forward sales programs; risks involving derivatives and the effectiveness of the Company’s risk measurement and hedging activities; the Company’s reliance on a limited number of key facilities; risks associated with the operation or management of the strategic venture with CHS Inc. (the “CHS Strategic Venture”); risks and uncertainties relating to the market prices of the fertilizer products that are the subject of the supply agreement with CHS Inc. over the life of the supply agreement and the risk that any challenges related to the CHS Strategic Venture will harm the Company’s other business relationships; risks associated with the Company’s Point Lisas Nitrogen Limited joint venture; acts of

 



 

terrorism and regulations to combat terrorism; risks associated with international operations; losses on the Company’s investments in securities; deterioration of global market and economic conditions; and the Company’s ability to manage its indebtedness.

 

More detailed information about factors that may affect the Company’s performance and could cause actual results to differ materially from those in any forward-looking statements may be found in CF Industries Holdings, Inc.’s filings with the Securities and Exchange Commission, including CF Industries Holdings, Inc.’s most recent annual report on Form 10-K, which is available in the Investor Relations section of the Company’s web site. Forward-looking statements are given only as of the date of this communication and the Company 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.

 

###

 


Exhibit 99.2

CF Industries: The Bright Future Ahead (Includes CF-OCI Update) May 23, 2016 NYSE: CF

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Safe Harbor Statement All statements in this communication by CF Industries Holdings, Inc. (together with its subsidiaries, the “Company”), other than those relating to historical facts, are forward-looking statements. Forward-looking statements can generally be identified by their use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict” or “project” and similar terms and phrases, including references to assumptions. 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 the Company’s control, which could cause actual results to differ materially from such statements. These statements may include, but are not limited to, statements about strategic plans and statements about future financial and operating results. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among others, the volatility of natural gas prices in North America and Europe; the cyclical nature of the Company’s business and the agricultural sector; the global commodity nature of the Company’s fertilizer products, the impact of global supply and demand on the Company’s selling prices, and the intense global competition from other fertilizer producers; conditions in the U.S. and European 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 the Company’s products against which the Company may not be fully insured; risks associated with cyber security; weather conditions; the Company’s ability to complete its production capacity expansion projects on schedule as planned, on budget or at all; risks associated with expansions of the Company’s business, including unanticipated adverse consequences and the significant resources that could be required; 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; the impact of changing market conditions on the Company’s forward sales programs; risks involving derivatives and the effectiveness of the Company’s risk measurement and hedging activities; the Company’s reliance on a limited number of key facilities; risks associated with the operation or management of the strategic venture with CHS Inc. (the "CHS Strategic Venture"); risks and uncertainties relating to the market prices of the fertilizer products that are the subject of the supply agreement with CHS Inc. over the life of the supply agreement and the risk that any challenges related to the CHS Strategic Venture will harm the Company's other business relationships; risks associated with the Company’s Point Lisas Nitrogen Limited joint venture; acts of terrorism and regulations to combat terrorism; risks associated with international operations; losses on the Company’s investments in securities; deterioration of global market and economic conditions; and the Company’s ability to manage its indebtedness. More detailed information about factors that may affect the Company’s performance and could cause actual results to differ materially from those in any forward-looking statements may be found in CF Industries Holdings, Inc.’s filings with the Securities and Exchange Commission, including CF Industries Holdings, Inc.’s most recent annual report on Form 10-K, which is available in the Investor Relations section of the Company’s web site. Forward-looking statements are given only as of the date of this communication and the Company 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. 2

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On April 4, 2016, the U.S. Department of the Treasury issued new tax regulations that, as written, considerably reduced the structural synergies of the proposed CF/OCI combination The change in market conditions and reduction in CF share price since the transaction was first announced, have also significantly diluted the value of the combination to CF shareholders Both companies worked collaboratively since the April Treasury announcement to explore alternative transactions and structures that would be attractive to their respective shareholders. However, the companies were unable to identify an alternative acceptable to both parties The parties have agreed to terminate the Combination Agreement. As contemplated by the Combination Agreement, CF will pay a break fee of $150 million to OCI CF and OCI Have Terminated Their Previously Announced Combination 3

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CF has an Unmatched Combination of Low-Cost Production, Imminent Growth and Balance Sheet Strength Largest nitrogen producer and distributor in North America and the United Kingdom CF’s North American capacity will be larger than the next four largest producers combined, once the capacity expansions are completed later this year Low-Cost Nitrogen Leader Imminent Capacity Growth CF is expecting to increase its nutrient ton production by 27 percent in the second half of 2016 Donaldsonville: new urea and UAN plants are running well, new ammonia plant is mechanically complete and being commissioned Port Neal: new ammonia and urea plants expected to be mechanically complete within 6-weeks Balance Sheet Strength Capital spending on capacity expansion projects coming to an end Commitment to solid investment grade credit rating $2.7 billion of cash on balance sheet at the end of Q1 2016 4

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CF Is Expecting To Increase Its Nutrient Ton Production By 27% By The End of the Year Annual Nutrient Equivalent Tons (Millions) +27% 5 (0.7) 6.7 8.1 6.4 (1) (1) (1) (2) (3) Other Products include aqua ammonia, UL/DEF and nitric acid. UK Acquisition is the acquisition of 50% interest in the UK operations formerly known as GrowHow, renamed CF Fertilisers UK. March 31, 2016 Run Rate includes the new Donaldsonville urea and UAN plant expansions because they were fully operational. 0 1 2 3 4 5 6 7 8 CF Industries June 30, 2015 Run Rate Net Ammonia Granular Urea UAN AN and NPKs UK Acquisition 0.4 CHS Agreement CF Industries March 31, 2016 Run Rate* Net Ammonia Granular Urea UAN AN and NPKs Other Products D'Ville Ammonia Expansion 1.0 Port Neal Expansion 0.7 CF Industries Projected December 31, 2016 Run Rate Net Ammonia Granular Urea UAN AN and NPKs Other Products Other Products

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6 In 2H 2016, Each CF Share is Expected to Have 27% More Underlying Nitrogen Tons Than Today Excludes 34% of Canadian Fertilizers Limited (CFL) that was owned by Viterra. CFL operations were treated as a consolidated variable interest entity in CF Industries Holdings, Inc. financial statements. Acquisition of all outstanding interests in CFL that closed on April 30, 2013 and ammonia debottleneck projects that were completed from January 2011 through December 2013. Acquisition of remaining 50% interest in CF Fertilisers UK from Yara. March 31, 2016 run rate includes expanded Urea and UAN production at Donaldsonville from available net ammonia and excludes new ammonia capacity Production capacity and nitrogen capacity per 1000 shares adjusted to account for the product tons dedicated to the CHS strategic venture. Ammonia capacity expansion projects at Donaldsonville, LA and ammonia and urea expansions at Port Neal, IA with anticipated completion of both projects by end of 2016. Assumes completion of the capacity expansion projects but gives no effect to potential share repurchases. As of March 31, 2016, the company had 233 million shares outstanding. On June 17, 2015, CF Industries common stock split 5-for-1. All share and per-share data have been adjusted to reflect the stock split. 2.6 6.2 6.7 6.4(5) 8.1(7) Production Capacity (nutrient tons in millions) Annual Nitrogen Equivalent Tons per 1,000 Shares Outstanding Nitrogen Capacity Per 1000 Shares Upside from Potential Future Buybacks CF Industries’ Nitrogen Volumes and Shares Outstanding Shares Outstanding(8) (in millions)

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CF’s Capital Allocation Priorities Remain Unchanged Maintain investment grade credit ratings Sustaining capital requirements typically $350-$450 million annually Capacity expansion projects almost complete Accretive acquisitions consistent with core business and return requirements Bias towards tax-efficient share repurchase programs Commitment to maintain or grow dividends 7 Sustain the Base Cash returns to Shareholders Focused Accretive Growth

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