- Amended tender offer statement by Third Party (SC TO-T/A)
April 05 2010 - 4:39PM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 8
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:
o
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This Amendment No. 8 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 filed pursuant to Rule 424(b)(3) of
the Securities Act of 1933, as amended, on April 2, 2010 (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 ITEM 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:
The initial offering period of the Offer expired at
12:00 midnight, New York City time, on Friday, April 2, 2010, with a total
of 85,757,343 shares of Terra common stock (including shares tendered subject
to guarantees of delivery) being validly tendered in the Offer and not
withdrawn, representing approximately 85.6% of the outstanding shares of Terra
common stock. All shares of Terra common
stock that were validly tendered during the Offer have been accepted for
purchase, and CF Holdings and Composite paid for all validly tendered and
delivered shares of Terra common stock on April 5, 2010.
On April 5, 2010, Composite commenced a subsequent
offering period for all remaining shares of Terra common stock. The subsequent
offering period will expire at 5:00 p.m., New York City time, on Friday, April 9,
2010, unless extended. Any shares of
Terra common stock validly tendered during the subsequent offering period will
be immediately accepted for payment, and tendering stockholders will promptly
thereafter be paid the same consideration per share that was offered and paid
in the initial offering period.
Following the expiration of the subsequent offering
period, if Composite owns at least 90% of the outstanding shares of Terra
common stock, CF Holdings intends to effect the second-step merger without a
vote or meeting of Terra stockholders pursuant to the short-form merger
procedure available under Maryland law.
In the second-step merger, each outstanding share of Terra common stock
not tendered and purchased in the Offer (including the subsequent offering
period) will be converted into the right to receive the same consideration that
was paid in the Offer. As a result of
the second-step merger, which CF Holdings expects to close as promptly as
practicable, Terras common stock will cease to be traded on the New York Stock
Exchange.
1
ITEM 12.
EXHIBITS.
Item 12 of the Schedule TO
is hereby amended by deleted the existing Exhibit (a)(4) and
replacing it with the following:
(a)(4)
Offer to
Exchange (incorporated by reference to CF Holdings Rule 424(b)(3) filing
on April 2, 2010)
Item
12 of the Schedule TO is hereby amended and supplemented by adding the
following:
(a)(5)(G)
CF Holdings
press release, dated April 5, 2010 (incorporated by reference to CF
Holdings Rule 425 filing on April 5, 2010)
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 5, 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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CF
Holdings press release, dated March 10, 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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(b)
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Not
applicable
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(d)
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Commitment
Letter, dated March 10, 2010, among CF Industries Holdings, Inc.,
Morgan Stanley Senior Funding, Inc. and The Bank of Tokyo-Mitsubishi
UFJ, Ltd.*
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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 CF Holdings Rule 424(b)(3) filing on April 2,
2010
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***
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Incorporated
by reference to CF Holdings Rule 425 filing on April 5, 2010
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4
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