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CF > SEC Filings for CF > Form 8-K on 20-Mar-2014All Recent SEC Filings

Show all filings for CF INDUSTRIES HOLDINGS, INC.



Completion of Acquisition or Disposition of Assets, Regulation FD Di

Item 2.01 Completion of Acquisition of Disposition of Assets.

On March 17, 2014, CF Industries Holdings, Inc. (the "Company") and CF Industries, Inc., a wholly-owned subsidiary of the Company ("CFI"), completed the sale of the Company's phosphate mining and manufacturing business (the "Transaction") to The Mosaic Company ("Mosaic") pursuant to the terms of an Asset Purchase Agreement, dated October 28, 2013 (the "Purchase Agreement"), among the Company, CFI and Mosaic for approximately $1.4 billion in cash, subject to adjustment as provided in the Purchase Agreement.

The Transaction included the Company's Hardee County Phosphate Rock Mine, Plant City Phosphate Complex, ammonia terminal, phosphate warehouse and dock at the Port of Tampa and the site of the former Bartow Phosphate Complex. In addition, Mosaic assumed liabilities related to the phosphate business, including responsibility for closure, long-term maintenance and monitoring of the phosphogypsum stacks at the Plant City and Bartow complexes. The Company also transferred to Mosaic its asset retirement obligation trust and escrow funds totaling approximately $200 million.

The foregoing description of the Purchase Agreement is not a complete description of all of the parties' rights and obligations under the Purchase Agreement. The above description is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on November 1, 2013 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On March 17, 2014, the Company issued a press release announcing the consummation of the Transaction. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information.

The unaudited pro forma condensed consolidated financial statements of the Company as of and for the year ended December 31, 2013 included in Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on March 4, 2014 are incorporated herein by reference.

(d)                 Exhibits.

Exhibit No.         Description of Exhibit

99.1          Press release dated March 17, 2014.

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