Terra Nitrogen Company, L.P. Announces Intent to Delist Voluntarily From the New York Stock Exchange
DEERFIELD, Ill.–(BUSINESS WIRE)–As previously announced by Terra Nitrogen Company, L.P. (“TNCLP”) (NYSE:
TNH) on February 7, 2018, Terra Nitrogen GP Inc., a Delaware corporation
and the sole general partner of TNCLP (“TNGP” or the “General Partner”),
has elected to exercise the right, assigned to TNGP by TNCLP, to
purchase all of the issued and outstanding Common Units not already
owned by TNGP or its affiliates on April 2, 2018 for a cash purchase
price of $84.033 per Common Unit in accordance with TNCLP’s partnership
agreement. As a result of the purchase, TNCLP will become a wholly owned
subsidiary of CF Industries Holdings, Inc., and there will no longer be
a public market for the Common Units.
TNCLP announced today that it has submitted written notice to the New
York Stock Exchange (the “NYSE”) of its intention to withdraw
voluntarily its common units representing limited partner interests (the
“Common Units”) from listing on the NYSE and from registration on the
NYSE under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). TNCLP intends to file a Form 25 with the
Securities and Exchange Commission (the “SEC”) on March 22, 2018 to
delist the Common Units and withdraw the Common Units from registration.
The Common Units will continue to be listed through April 1, 2018 and
will no longer be listed on April 2, 2018. TNCLP intends to file a Form
15 with the SEC on April 2, 2018 to notify the SEC of the suspension of
its reporting obligations under the Exchange Act.
The election to purchase the publicly held Common Units and withdraw the
Common Units from listing on the NYSE and from registration on the NYSE
under Section 12(b) of the Exchange Act was made in order to reduce the
complexity, costs and administrative burdens associated with maintaining
TNCLP as a publicly traded company. TNCLP has not arranged for listing
and/or registration of the Common Units on another national securities
exchange or for quotation of the Common Units in a quotation medium.
As of the date of the filing of the Form 15, TNCLP’s obligation to file
certain reports under the Exchange Act, including its annual, quarterly
and periodic reports, will immediately be suspended, and other filing
requirements will terminate upon the effectiveness of the deregistration
of the Common Units, which should occur 90 days after the filing of the
Form 25.
About TNCLP
Terra Nitrogen Company, L.P. is a leading manufacturer of nitrogen
fertilizer products.
Terra Nitrogen, Limited Partnership (TNLP), owner of the Verdigris,
Oklahoma manufacturing facility and related assets, is a subsidiary of
TNCLP. Terra Nitrogen GP Inc., an indirect, wholly-owned subsidiary of
CF Industries Holdings, Inc., is the General Partner of TNCLP and TNLP
and exercises full control over all of TNCLP’s and TNLP’s business
affairs.
Forward-Looking Statements
All statements in this communication, other than those relating to
historical facts, are forward-looking statements. These 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
TNCLP’s control, which could cause actual results to differ materially
from such statements. Important factors that could cause actual results
to differ materially from expectations include, among others:
-
Risks related to TNCLP's partnership structure and control of TNCLP’s
General Partner by CF Industries; -
Changes in TNCLP’s available cash for distribution to its unitholders,
due to, among other things, changes in its earnings, the amount of
cash generated by its operations and the amount of cash reserves
established by its General Partner for operating, capital and other
requirements; -
The conflicts of interest that may be faced by the executive officers
of TNCLP’s General Partner, who operate both TNCLP and CF Industries; - Risks related to TNCLP’s reliance on one production facility;
- The cyclical nature of TNCLP’s business and the agricultural sector;
-
The global commodity nature of TNCLP’s fertilizer products, the impact
of global supply and demand on TNCLP’s selling prices, and the intense
global competition from other fertilizer producers; - Conditions in the U.S. agricultural industry;
- The volatility of natural gas prices in North America;
-
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
TNCLP's products against which it may not be fully insured; - Risks associated with cyber security;
- Weather conditions;
-
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;
-
Risks involving derivatives and the effectiveness of TNCLP’s risk
measurement and hedging activities; - Limited access to capital;
- Acts of terrorism and regulations to combat terrorism;
-
Risks related to TNCLP’s dependence on and relationships with CF
Industries; - Deterioration of global market and economic conditions; and
-
Tax risks to TNCLP's common unitholders and changes in TNCLP’s
treatment as a partnership for U.S. or state income tax purposes.
More detailed information about factors that may affect TNCLP’s
performance may be found in its filings with the Securities and Exchange
Commission, including its most recent periodic reports filed on Form
10-K and Form 10-Q, which are available through CF Industries’ website.
Forward-looking statements are given only as of the date of this release
and TNCLP 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.
Terra Nitrogen Company, L.P. news announcements are also available on
CF Industries’ Web site, www.cfindustries.com.
Contacts
Terra Nitrogen Company, L.P.
Martin Jarosick, 847-405-2045
Vice
President, Investor Relations
[email protected]