- Amended tender offer statement by Third Party (SC TO-T/A)
15 Avril 2010 - 7:28PM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 10
to
SCHEDULE
TO
Tender
Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
TERRA
INDUSTRIES INC.
(Name of Subject Company (Issuer))
CF
INDUSTRIES HOLDINGS, INC.
COMPOSITE
MERGER CORPORATION
(Name of Filing Persons (Offerors))
Common
Shares, without par value
(Title of Class of
Securities)
880915103
(CUSIP Number of Class of Securities)
Douglas
C. Barnard
Vice President, General Counsel, and Secretary
4 Parkway North, Suite 400
Deerfield, Illinois 60015
(847) 405-2400
(Name, Address
and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf
of Filing Persons)
Copies to:
Brian W. Duwe
Richard C. Witzel, Jr.
Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
CALCULATION OF FILING FEE
Transaction
Valuation(1)
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Amount of
Filing Fee(2)
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$4,182,005,167
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$298,177
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(1)
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Estimated for purposes of calculating the filing fee
only. Pursuant to Rules 0-11(a)(4) and 0-11(d) under the
Securities Exchange Act of 1934, as amended, the market value of the
securities to be received was calculated as the product of (i) 101,566,610
shares of Terra Industries Inc. common stock (the sum of (x) 100,105,516
shares of Terra Industries Inc. common stock outstanding as of
February 25, 2010 and (y) 1,462,094 shares of Terra Industries Inc.
common stock issuable upon the vesting of stock-based awards and the
conversion of Terra Industries Inc. preferred stock (as reported in Terra
Industries Inc.s Annual Report on Form 10-K for the year ended
December 31, 2009 and preliminary Proxy Statement on Schedule 14A filed
on February 24, 2010), less 1,000 shares of Terra Industries Inc. common
stock owned by CF Composite, Inc., a wholly-owned subsidiary of CF
Industries Holdings, Inc. and (ii) the average of the high and low
sales prices of Terra Industries Inc. common stock as reported on the New
York Stock Exchange on March 1, 2010 ($41.18).
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(2)
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The amount of filing fee is calculated in accordance
with Rule 0-11(a)(2) under the Securities Act of 1934, as amended,
equals $71.30 per $1,000,000 of the value of the transaction.
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x
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Check the box if any part of the fee is offset as
provided by Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
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Amount previously
paid: $29,148
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Filing Party: CF Industries Holdings, Inc.
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Form or
Registration No.: Form S-4
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Date Filed: March 5, 2010
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Amount
previously paid: $269,029
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Filing Party: CF Industries Holdings, Inc.
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Form or
Registration No.: Schedule TO-T
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Date Filed: March 5, 2010
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o
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Check the box if the filing relates solely to
preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any
transactions to which the statement relates:
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x
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third-party tender offer subject to Rule 14d-1.
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o
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issuer tender offer subject to Rule 13e-4.
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o
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going-private transaction subject to
Rule 13e-3.
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o
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amendment to Schedule 13D under
Rule 13d-2.
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Check the following box if the filing is a final
amendment reporting the results of the tender offer:
x
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This Amendment No. 10
to Tender Offer Statement on Schedule TO (as amended, the Schedule TO) amends
and supplements the statement originally filed on March 5, 2010, as
subsequently amended from time to time, by CF Industries Holdings, Inc., a
Delaware corporation (CF Holdings), and Composite Merger Corporation, a
Maryland corporation (Composite). This Schedule TO relates to the third party
tender offer by Composite to exchange each of the issued and outstanding shares
of common stock, without par value, of Terra Industries Inc., a Maryland
corporation, for $37.15 in cash, less any applicable withholding taxes and
without interest, and 0.0953 shares of common stock, par value $0.01 per share,
of CF Holdings (together with the associated preferred stock purchase rights),
upon the terms and conditions set forth in (1) the Offer to Exchange (as
defined below) and (2) the related letter of transmittal (the Letter of
Transmittal) (the offer reflected by such terms and conditions, as they may be
amended or supplemented from time to time, constitutes the Offer).
CF Holdings filed on March 19,
2010 Amendment No. 1 to its Registration Statement on Form S-4 (file
no. 333-165224) relating to the offer and sale of the CF Holdings common stock
to be issued to holders of Terra common stock in the Offer. The terms and conditions of the Offer are set
forth in the prospectus/offer to exchange, which is part of the Registration
Statement (as amended, the Offer to Exchange), and the related Letter of
Transmittal, which are set forth as Exhibit (a)(4) and Exhibit (a)(1)(A) hereto,
respectively.
ITEMS
1 THROUGH 9 AND 11.
All
information contained in the Offer to Exchange and the Letter of Transmittal,
and any prospectus supplement or any other supplement thereto related to the
Offer, is hereby expressly incorporated herein by reference with respect to
Items 1 through 9 and Item 11 of the Schedule TO, except that such information
is amended and supplemented to the extent specifically provided herein.
Items
1 and 4(a) of the Schedule TO are hereby amended and supplemented by
adding the following:
On April 15, 2010, CF Holdings announced that
as of 5:00 p.m., New York City time, on April 14, 2010, a total of
92,230,296 shares of Terra common stock, representing approximately 92.1% of
the outstanding shares of Terra common stock, had been validly tendered and
accepted for payment in the Offer.
On April 15, 2010, CF Holdings also announced
that, as Composite owned more than 90% of the outstanding shares of Terra
common stock, CF Holdings would complete the acquisition of Terra on April 15,
2010 through the short-form merger procedure under Maryland law, without a vote
or meeting of Terras stockholders. In
the merger, each outstanding share of Terra common stock not tendered and
purchased in the Offer will be converted into the right to receive $37.15 in
cash and 0.0953 shares of CF Holdings common stock, which is the same amount
per share that was offered and paid in the Offer.
ITEM 12.
EXHIBITS.
Item 12 of the Schedule TO
is hereby amended and supplemented by adding the following:
(a)(5)(J)
CF Holdings
press release, dated April 15, 2010 (incorporated by reference to Exhibit 99.1
to CF Holdings Current Report on Form 8-K/A filed on April 15, 2010)
1
ITEM 13. INFORMATION
REQUIRED BY SCHEDULE 13E-3.
Not applicable.
2
SIGNATURE
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this Schedule TO
is true, complete and correct.
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CF INDUSTRIES HOLDINGS, INC.
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By:
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/s/ Douglas C. Barnard
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Name:
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Douglas C. Barnard
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Title:
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Vice President, General
Counsel, and Secretary
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COMPOSITE MERGER CORPORATION
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By:
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/s/ Douglas C. Barnard
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Name:
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Douglas C. Barnard
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Title:
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Vice President and
Secretary
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Date: April 15, 2010
3
EXHIBIT INDEX
(a)(1)(A)
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Form of
Letter of Transmittal*
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(a)(1)(B)
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Form of
Notice of Guaranteed Delivery*
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(a)(1)(C)
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Form of
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees*
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(a)(1)(D)
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Form of
Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees*
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(a)(1)(E)
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Form of
Guidelines for Certificate of Taxpayer Identification Number on Substitute
Form W-9*
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(a)(1)(F)
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Agreement
and Plan of Merger, dated March 12, 2010, among CF Industries
Holdings, Inc., Composite Merger Corporation and Terra Industries Inc.*
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(a)(2)
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Not
applicable
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(a)(3)
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Not
applicable
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(a)(4)
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Offer
to Exchange*
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(a)(5)(A)
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CF
Holdings press release, dated March 5, 2010*
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(a)(5)(B)
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CF
Holdings press release, dated March 10, 2010*
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(a)(5)(C)
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Joint
press release of CF Holdings and Terra, dated March 12, 2010*
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(a)(5)(D)
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Letter
to stockholders of Terra Industries Inc., dated March 19, 2010*
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(a)(5)(E)
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Notice
to Terra Stockholders Regarding Expiration Date*
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(a)(5)(F)
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CF
Holdings press release, dated March 31, 2010*
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(a)(5)(G)
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CF
Holdings press release, dated April 5, 2010*
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(a)(5)(H)
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CF
Holdings press release, dated April 12, 2010*
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(a)(5)(I)
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Recent
developments and risk factors*
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(a)(5)(J)
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CF
Holdings press release, dated April 15, 2010**
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(b)
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Not
applicable
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(d)(1)
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Credit
Agreement, dated as of April 5, 2010, among CF Industries
Holdings, Inc., CF Industries, Inc., the lenders party thereto and
Morgan Stanley Senior Funding, Inc., as Administrative Agent*
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(d)(2)
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Bridge
Loan Agreement, dated as of April 5, 2010, among CF Industries
Holdings, Inc., CF Industries, Inc., the lenders party thereto and
Morgan Stanley Senior Funding, Inc., as Administrative Agent*
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(g)
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Not
applicable
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(h)
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Opinion
of Skadden, Arps, Slate, Meagher & Flom LLP as to certain tax
matters*
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*
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Previously
filed
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**
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Incorporated
by reference to Exhibit 99.1 to CF Holdings Current Report on
Form 8-K/A filed on April 15, 2010
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4
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