CF Industries Announces Early Tender Results and Upsizing of Its Tender Offer for 7.125% Senior Notes Due 2020

DEERFIELD, Ill.–(BUSINESS WIRE)–CF Industries Holdings, Inc. (“CF Industries”) announced today the early
tender results of the tender offer by its wholly owned subsidiary, CF
Industries, Inc. (“CFI”), to purchase for cash CFI’s 7.125% Senior Notes
due 2020 (the “Notes”) and the increase by CFI in the maximum aggregate
principal amount of notes subject to the tender offer (the “Maximum
Tender Amount”) from $200,000,000 to $299,984,000.

The aggregate principal amount of the Notes that were validly tendered
and not validly withdrawn as of 5:00 p.m., New York City time, on
December 22, 2017 (the “Early Tender Date”) is $565,916,000, as
specified in the table below. Because the aggregate principal amount of
Notes validly tendered and not validly withdrawn as of the Early Tender
Date exceeded the $299,984,000 Maximum Tender Amount, CFI has accepted
for purchase $299,984,000 aggregate principal amount of such Notes
pursuant to the proration described in the Offer to Purchase (as defined
below). Such accepted Notes will be purchased by CFI on the early
settlement date, which is expected to occur on or about December 26,
2017.

(1) Per $1,000 principal amount of Notes validly tendered.

The tender offer is being made upon, and is subject to, the terms and
conditions set forth in an offer to purchase, dated December 11, 2017,
as supplemented by this press release (the “Offer to Purchase”), and the
related letter of transmittal (the “Letter of Transmittal”). The tender
offer will expire at 12:00 midnight, New York City time, at the end of
January 9, 2018 (such date and time, as it may be extended, the
“Expiration Date”), unless extended. Withdrawal rights for the tender
offer expired at 5:00 p.m., New York City time, on December 22, 2017.
Because the aggregate principal amount of the Notes validly tendered and
not validly withdrawn as of the Early Tender Date exceeded the Maximum
Tender Amount, it is expected that CFI will not accept for purchase any
Notes tendered in the tender offer after the Early Tender Date.

Holders of Notes that were validly tendered, and not validly withdrawn,
at or prior to the Early Tender Date and that have been accepted for
purchase will receive the Total Consideration (as defined below), which
includes the early tender premium (the “Early Tender Premium”) set forth
in the table above, for each $1,000 principal amount of those Notes. The
“Total Consideration” for each $1,000 principal amount of Notes tendered
at or prior to the Early Tender Date and accepted for purchase pursuant
to the tender offer was determined by reference to a fixed spread over
the yield based on the bid-side price of the U.S. Treasury security
specified in the Offer to Purchase. The Total Consideration was
calculated by Morgan Stanley & Co. LLC at 1:00 p.m., New York City time,
on December 22, 2017, and is set forth in the table above. CFI will pay
accrued and unpaid interest from the last interest payment date
applicable to the Notes to, but excluding, the early settlement date for
Notes accepted for purchase.

Morgan Stanley & Co. LLC is acting as dealer manager for the tender
offer. The information agent and tender agent for the tender offer is
D.F. King & Co., Inc. Copies of the Offer to Purchase, the Letter of
Transmittal and related tender offer materials are available by
contacting D.F. King & Co., Inc. toll-free at (800) 330-5897 or collect
at (212) 269-5550 or by emailing [email protected].
Questions regarding the tender offer should be directed to Morgan
Stanley & Co. LLC at (866) 718-1649.

This press release does not constitute an offer to sell or purchase, or
the solicitation of an offer to sell or purchase, or the solicitation of
tenders with respect to the Notes.

The tender offer for the Notes is being made only pursuant to the tender
offer documents, including the Offer to Purchase that CFI is
distributing to holders of the Notes. The tender offer is not being made
to holders in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other laws
of such jurisdiction. In any jurisdiction in which the tender offer is
required to be made by a licensed broker or dealer, it shall be deemed
to be made by the dealer manager or any other licensed broker or dealer
on behalf of CFI.

About CF Industries Holdings, Inc.

CF Industries Holdings, Inc., headquartered in Deerfield, Illinois,
through its subsidiaries is a global leader in the manufacturing and
distribution of nitrogen products, serving both agricultural and
industrial customers. CF Industries operates world-class nitrogen
manufacturing complexes in Canada, the United Kingdom and the United
States, and distributes plant nutrients through a system of terminals,
warehouses, and associated transportation equipment located primarily in
the Midwestern United States. The company also owns a 50 percent
interest in an ammonia facility in The Republic of Trinidad and Tobago.
CF Industries routinely posts investor announcements and additional
information on the company’s website at www.cfindustries.com and
encourages those interested in the company to check there frequently.

Safe Harbor Statement

All statements in this communication by CF Industries Holdings, Inc.
(together with its subsidiaries, the “Company”), other than those
relating to historical facts, are forward-looking statements.
Forward-looking statements can generally be identified by their use of
terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,”
“intend,” “may,” “plan,” “predict,” “project,” “will” or “would” and
similar terms and phrases, including references to assumptions.
Forward-looking statements are not guarantees of future performance and
are subject to a number of assumptions, risks and uncertainties, many of
which are beyond the Company’s control, which could cause actual results
to differ materially from such statements. These statements may include,
but are not limited to, statements about the tender offer, statements
about strategic plans and statements about future financial and
operating results.

Important factors that could cause actual results to differ materially
from those in the forward-looking statements include, among others, the
cyclical nature of the Company’s business and the agricultural sector;
the global commodity nature of the Company’s fertilizer products, the
impact of global supply and demand on the Company’s selling prices, and
the intense global competition from other fertilizer producers;
conditions in the U.S. and European agricultural industry; the
volatility of natural gas prices in North America and Europe;
difficulties in securing the supply and delivery of raw materials,
increases in their costs or delays or interruptions in their delivery;
reliance on third party providers of transportation services and
equipment; the significant risks and hazards involved in producing and
handling the Company’s products against which the Company may not be
fully insured; the Company’s ability to manage its indebtedness;
operating and financial restrictions imposed on the Company by the
agreements governing the Company's senior secured indebtedness; risks
associated with the Company’s incurrence of additional indebtedness; the
Company's ability to maintain compliance with covenants under the
agreements governing its indebtedness; downgrades of the Company’s
credit ratings; risks associated with cyber security; weather
conditions; risks associated with the Company’s ability to utilize its
tax net operating losses and other tax assets, including the risk that
the use of such tax benefits is limited by an “ownership change” (as
defined under the Internal Revenue Code and related Internal Revenue
Service pronouncements); risks associated with changes in tax laws and
disagreements with taxing authorities; risks associated with expansions
of the Company’s business, including unanticipated adverse consequences
and the significant resources that could be required; potential
liabilities and expenditures related to environmental, health and safety
laws and regulations and permitting requirements; future regulatory
restrictions and requirements related to greenhouse gas emissions; the
seasonality of the fertilizer business; the impact of changing market
conditions on the Company’s forward sales programs; risks involving
derivatives and the effectiveness of the Company’s risk measurement and
hedging activities; the Company’s reliance on a limited number of key
facilities; risks associated with the operation or management of the
strategic venture with CHS Inc. (the “CHS Strategic Venture”), risks and
uncertainties relating to the market prices of the fertilizer products
that are the subject of the supply agreement with CHS Inc. over the life
of the supply agreement, and the risk that any challenges related to the
CHS Strategic Venture will harm the Company's other business
relationships; risks associated with the Company’s Point Lisas Nitrogen
Limited joint venture; acts of terrorism and regulations to combat
terrorism; risks associated with international operations; and
deterioration of global market and economic conditions.

More detailed information about factors that may affect the Company’s
performance and could cause actual results to differ materially from
those in any forward-looking statements may be found in CF Industries
Holdings, Inc.’s filings with the Securities and Exchange Commission,
including CF Industries Holdings, Inc.’s most recent annual and
quarterly reports on Form 10-K and Form 10-Q, which are available in the
Investor Relations section of the Company’s web site. Forward-looking
statements are given only as of the date of this communication and the
Company disclaims any obligation to update or revise the forward-looking
statements, whether as a result of new information, future events or
otherwise, except as required by law.

Contacts

CF Industries Holdings, Inc.
Media
Chris Close
Director,
Corporate Communications
847-405-2542
[email protected]
or
Investors
Martin
Jarosick
Vice President, Investor Relations
847-405-2045
[email protected]