Item 1.01 Entry into a Material Definitive Agreement.
On January 28, 2022, CF Industries Holdings, Inc. ("CF Industries") and CF
Industries, Inc. ("CFI") entered into supplements to the indentures governing
CFI's 3.450% Senior Notes due 2023 (the "2023 Notes"), 4.500% Senior Secured
Notes due 2026 (the "2026 Notes"), 5.150% Senior Notes due 2034 (the "2034
Notes") and 4.950% Senior Notes due 2043 (the "2043 Notes"), and on January 31,
2022, CF Industries and CFI entered into a supplement to the indenture governing
CFI's 5.375% Senior Notes due 2044 (the "2044 Notes," and the 2023 Notes, the
2026 Notes, the 2034 Notes, the 2043 Notes and the 2044 Notes being referred to
herein in each case as a "series of Notes" and collectively as the "Notes"),
with Wells Fargo Bank, National Association ("Wells Fargo"), as trustee (and,
with respect to the 2026 Notes, as collateral agent). The supplement in the case
of each series of Notes provided for amendments of the applicable indenture to
remove CF Industries' United Kingdom subsidiaries from the definition of
Significant Subsidiary (as defined in such indenture) and from being considered
to be part of a group of subsidiaries of CF Industries that would, taken
together, constitute a Significant Subsidiary of CF Industries. In the case of
each series of Notes, CFI received consent to such amendments from holders of a
majority of the outstanding aggregate principal amount of such series of Notes.
The amendments in the case of each series of Notes became operative on
February 1, 2022, upon payment by CFI of a consent fee to the consenting holders
of such series of Notes.
The foregoing description of the indenture supplements is qualified in its
entirety by reference to the full text of the supplements with respect to the
2023 Notes, the 2026 Notes, the 2034 Notes, the 2043 Notes and the 2044 Notes,
which are attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively,
and incorporated herein by reference.
Wells Fargo is a lender under CFI's Revolving Credit Agreement (as defined
below). Wells Fargo has advised CF Industries that Computershare Limited
("Computershare") completed the acquisition of the assets of Wells Fargo
Corporate Trust Services on November 1, 2021, and that the trusteeships under
the indentures governing the Notes would transfer to an affiliate of
Computershare at a time to be determined. An affiliate of Computershare is the
transfer agent and registrar for CF Industries' common stock.
On January 27, 2022, CF Industries and CFI entered into that certain Amendment
No. 1 to the Fourth Amended and Restated Credit Agreement, dated as of January
27, 2022 (the "Credit Agreement Amendment"), with the lenders party thereto, the
issuing banks party thereto and Citibank, N.A. ("Citibank") as administrative
agent. The Credit Agreement Amendment amended that certain Fourth Amended and
Restated Credit Agreement, dated as of December 5, 2019 (as amended, restated,
amended and restated, supplemented, waived or otherwise modified prior to the
date of the Credit Agreement Amendment, the "Existing Credit Agreement", the
Existing Credit Agreement, as amended by the Credit Agreement Amendment, the
"Revolving Credit Agreement"), among CF Industries, CFI, the lenders party
thereto, the issuing banks party thereto and Citibank as administrative agent,
to, among other things, exclude each of CF Industries' United Kingdom
subsidiaries and each of their subsidiaries from being a Material Subsidiary (as
defined in the Revolving Credit Agreement) of CF Industries under the Revolving
Credit Agreement. The Credit Agreement Amendment also (i) changed the threshold
above which a subsidiary would constitute a Material Subsidiary from 5% of the
consolidated total assets of CF Industries and its subsidiaries to 10% of
consolidated total assets of CF Industries and its subsidiaries and (ii)
replaced the threshold above which a subsidiary would constitute a Material
Subsidiary from 5% of consolidated gross sales of CF Industries and its
subsidiaries to 10% of consolidated EBITDA of CF Industries and its
subsidiaries. Furthermore, the Credit Agreement Amendment changed the reference
rate for (i) borrowings under the Revolving Credit Agreement denominated in
Euros from LIBOR to EURIBOR and (ii) borrowings under the Revolving Credit
Agreement denominated in Sterling from LIBOR to SONIA.
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The foregoing description of the Credit Agreement Amendment is qualified in its
entirety by reference to the full text of the Credit Agreement Amendment, which
is attached hereto as Exhibit 4.6 and incorporated herein by reference.
Each of the lenders and issuing banks party to the Revolving Credit Agreement,
Citibank 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 CF Industries, CFI
and subsidiaries and affiliates of CF Industries and CFI for which they have
received or will receive fees and reimbursement of expenses.
Item 3.03 Material Modification to Rights of Security Holders.
The information in Item 1.01 of this report with respect to the 2023 Notes, the
2034 Notes, the 2043 Notes and the 2044 Notes is incorporated by reference in
this Item 3.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
4.1 Fourth Supplement, dated as of January 28, 2022, relating to the
First Supplemental Indenture, dated as of May 23, 2013, among CF
Industries, Inc., CF Industries Holdings, Inc. and Wells Fargo Bank,
National Association, as trustee, relating to CF Industries, Inc.'s
3.450% Senior Notes due 2023
4.2 Third Supplemental Indenture, dated as of January 28, 2022, relating to
the Indenture, dated as of November 21, 2016, among CF Industries
Holdings, Inc., CF Industries, Inc., the Subsidiary Guarantors (as
defined therein) party thereto and Wells Fargo Bank, National
Association, as trustee and collateral agent, relating to CF Industries,
Inc.'s 4.500% Senior Secured Notes due 2026
4.3 Fourth Supplement, dated as of January 28, 2022, relating to the Third
Supplemental Indenture, dated as of March 11, 2014, among CF Industries,
Inc., CF Industries Holdings, Inc. and Wells Fargo Bank, National
Association, as trustee, relating to CF Industries, Inc.'s 5.150% Senior
Notes due 2034
4.4 Fourth Supplement, dated as of January 28, 2022, relating to the Second
Supplemental Indenture, dated as of May 23, 2013, among CF Industries,
Inc., CF Industries Holdings, Inc. and Wells Fargo Bank, National
Association, as trustee, relating to CF Industries, Inc.'s 4.950% Senior
Notes due 2043
4.5 Fourth Supplement, dated as of January 31, 2022, relating to the Fourth
Supplemental Indenture, dated as of March 11, 2014, among CF Industries,
Inc., CF Industries Holdings, Inc. and Wells Fargo Bank, National
Association, as trustee, relating to CF Industries, Inc.'s 5.375% Senior
Notes due 2044
4.6 Amendment No. 1 to the Fourth Amended and Restated Credit Agreement,
dated as of January 27, 2022, among CF Industries Holdings, Inc., CF
Industries, Inc., the lenders party thereto, the issuing banks party
thereto and Citibank, N.A. as administrative agent
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104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
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