Terra Nitrogen Company, L.P. Reports Exercise of Right to Purchase Common Units and Declares Quarterly Distribution
DEERFIELD, Ill.–(BUSINESS WIRE)–Terra Nitrogen Company, L.P. (“TNCLP”) (NYSE: TNH) announced today that,
in accordance with Section 17.1 of TNCLP’s First Amended and Restated
Agreement of Limited Partnership, as amended (the “Partnership
Agreement”), 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 representing limited partner
interests in TNCLP not already owned by TNGP or its affiliates (the
“Units”).
TNGP will purchase the Units on April 2, 2018 (the “Purchase Date”) for
a cash purchase price of $84.033 per Unit. The purchase price was
determined in accordance with Section 17.1 of the Partnership Agreement
as the average of the daily closing prices per common unit for the 20
consecutive trading days beginning with January 5, 2018 and ending with
February 2, 2018.
As of the Purchase Date, all rights of the holders of the Units will
cease, except for the right to receive payment of the purchase price.
Upon completion of the purchase on the Purchase Date, TNGP will own 100
percent of the Units and will be entitled to all of the benefits
resulting from the Units. In addition, upon completion of the purchase,
the common units representing limited partner interests in TNCLP will
cease to be publicly traded or listed on the New York Stock Exchange.
TNCLP also announced today the declaration of a cash distribution for
the quarter ended December 31, 2017, of $2.03 per common limited
partnership unit. The distribution is payable February 28, 2018, to
holders of record as of February 16, 2018.
Cash distributions depend on TNCLP’s cash requirements for working
capital needs and capital expenditures, as well as its earnings, which
can be affected by nitrogen fertilizer selling prices, natural gas
costs, seasonal demand factors, production levels and weather. The
calculation of available cash for the cash distribution for the quarter
ended December 31, 2017 included the proceeds from the
previously-announced sale of TNCLP’s 50% interest in the Oklahoma CO2
Partnership joint venture that closed in the fourth quarter of 2017.
Cash distributions per limited partnership unit also vary based on
increasing amounts allocable to the General Partner when cumulative
distributions exceed targeted levels. With this distribution, TNCLP
cumulative distributions continue to exceed targeted levels. As a result
of TNGP’s exercise of the right to purchase the Units, there will be no
further cash distributions on the common limited partnership units after
the distribution payable February 28, 2018.
This release serves as a qualified notice to nominees and brokers as
provided for under Treasury Regulation Section 1.1446-4(b). Please note
that 100 percent of TNCLP’s distributions to foreign investors are
attributable to income that is effectively connected with a United
States trade or business. Accordingly, TNCLP’s distributions to foreign
investors are subject to federal income tax withholding at the highest
effective tax rate.
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 reliance on one production facility;
- The cyclical nature of TNCLP’s business and the agricultural sector;
- The volatility of natural gas prices in North America;
-
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;
-
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;
-
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;
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
Vice President,
Investor Relations
847-405-2045
mjarosick@cfindustries.com