CF Industries Holdings, Inc. (NYSE:CF) entered into an agreement to acquire Ammonia Production Facility and Business in Waggaman, Louisiana of from Incitec Pivot Limited (ASX:IPL) for $1.7 billion on March 20, 2023. Under the terms of the agreement, CF Industries will purchase IPL?s ammonia production complex located in Waggaman, Louisiana and the ammonia manufacturing business for a purchase price of $1.675 billion, subject to adjustment. The parties will allocate approximately $425 million of the purchase price to a long-term ammonia offtake agreement providing for an affiliate of CF Industries to supply up to 200,000 tons of ammonia per year to an affiliate of IPL. CF Industries expects to fund the remaining $1.25 billion of the purchase price with cash on hand. CF Industries has agreed to pay IPL a termination fee of $75 million if the Agreement is terminated in certain circumstances and certain regulatory approvals are not obtained. As of November 15, 2023, CF Industries announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

The consummation of the transaction is subject to the satisfaction or waiver of customary conditions, including, among others, the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of certain regulatory approvals. The transaction has been unanimously approved by the boards of directors of both companies. As of November 1, 2023, the transaction is expected to close on December 1, 2023. Goldman Sachs & Co. LLC is serving as the financial advisor to CF Industries on the transaction. Richard C. Witzel,Jr. of Skadden, Arps, Slate, Meagher & Flom LLP is acting as its legal advisor. Ryan Maierson and Lauren Anderson of Latham?& Watkins LLP are acting as legal advisor to IPL. IPL engaged J.P. Morgan Securities LLC as financial advisor. Ernst & Young Australia acted as financial advisor and due diligence provider to Incitec Pivot Limited (ASX:IPL).

CF Industries Holdings, Inc. (NYSE:CF) completed the acquisition of Ammonia Production Facility and Business in Waggaman, Louisiana of from Incitec Pivot Limited (ASX:IPL) on December 1, 2023.