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CF > SEC Filings for CF > Form 8-K on 22-Apr-2013All Recent SEC Filings

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Form 8-K for CF INDUSTRIES HOLDINGS, INC.


22-Apr-2013

Entry into a Material Definitive Agreement, Creation of a Direct Fin


Item 1.01 Entry into a Material Definitive Agreement.

On April 22, 2013, CF Industries Holdings, Inc. (the "Company" or "CF Holdings"), as a guarantor, and its wholly owned subsidiary CF Industries, Inc. ("CF Industries" or the "Borrower"), as borrower, entered into a $1.0 billion senior unsecured Amended and Restated Revolving Credit Agreement (the "Amended Credit Agreement") with the lenders party thereto, Morgan Stanley Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as issuing banks, and Morgan Stanley Senior Funding, Inc., as administrative agent for such lenders, which amended and restated the Company's previous $500 million senior unsecured Revolving Credit Agreement, dated May 1, 2012, that was scheduled to mature May 1, 2017. The Amended Credit Agreement provides for a revolving credit facility of up to $1.0 billion with a maturity of May 1, 2018.

Borrowings under the Amended Credit Agreement will bear interest at a per annum rate equal to, at the Borrower's option, the one, two, three or six month (or such other period less than one month or greater than six months as the lenders may agree) LIBOR rate plus a margin of 1.125% to 2.00%, or a base rate plus a margin of 0.125% to 1.00%. The Borrower is required to pay an undrawn commitment fee equal to 0.15% to 0.35% of the undrawn portion of the commitments under the Amended Credit Agreement, as well as customary letter of credit fees. The margin added to LIBOR or to the base rate, as well as the amount of the commitment fee, will depend on the Company's credit rating at the time.

All obligations under the Amended Credit Agreement are unsecured. Currently, the Company is the only guarantor of the Borrower's obligations under the Amended Credit Agreement. Certain of the Borrower's material domestic subsidiaries will be required to become guarantors under the Amended Credit Agreement only if such subsidiaries guarantee other debt for borrowed money (subject to certain exceptions) of the Borrower or the Company in excess of $350 million. Currently, no such subsidiary guarantees debt for borrowed money in excess of $350 million.

The Amended Credit Agreement contains customary representations and warranties, events of default and covenants for a transaction of this type, including two financial maintenance covenants: (i) a minimum interest coverage ratio, as defined in the Amended Credit Agreement, that must be maintained at a level of not less than 2.75 to 1.00 and (ii) a maximum total leverage ratio, as defined in the Amended Credit Agreement, that must be maintained at a level of not greater than 3.75 to 1.00. Certain subsidiaries of the Company are excluded from the restrictions contained in certain of the covenants under the Amended Credit Agreement.

The foregoing description of the Amended Credit Agreement is qualified in its entirety by reference to the full text of the Amended Credit Agreement, which is attached hereto as Exhibit 10.1, and which is incorporated herein by reference.

Morgan Stanley Senior Funding, Inc., which is the administrative agent under the Amended Credit Agreement, Morgan Stanley Bank, N.A., which is a letter of credit issuing bank under the Amended Credit Agreement, Morgan Stanley MUFG Loan Partners, LLC, which served as lead arranger and bookrunner under the Amended Credit Agreement and is an affiliate of Morgan Stanley Senior Funding, Inc. and Morgan Stanley Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., which is a letter of credit issuing bank and served as syndication agent under the Amended Credit Agreement, certain of the other lenders under the Amended Credit Agreement, 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 the Company, the Borrower and subsidiaries and affiliates of the Company and the Borrower, for which they have received or will receive fees and reimbursement of expenses.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is hereby incorporated by reference in this Item 2.03.



Item 8.01 Other Events.

On April 22, 2013, the Company issued a press release relating to an increase in the size of its revolving credit facility, the Company's filing of a shelf registration statement and the Company's share repurchase activity during the year to date. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                            Description of Exhibit

       10.1    Amended and Restated Revolving Credit Agreement, dated as of April 22,
               2013, among CF Industries Holdings, Inc., CF Industries, Inc., the
               lenders party thereto, Morgan Stanley Bank, N.A. and The Bank of
               Tokyo-Mitsubishi UFJ, Ltd., as Issuing Banks, and Morgan Stanley Senior
               Funding, Inc., as Administrative Agent
       99.1    Press release dated April 22, 2013


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