UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
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
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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) |
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) |
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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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 |
Filing Party: CF Industries Holdings, Inc. |
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Form or Registration No.: Form S-4 |
Date Filed: March 5, 2010 |
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o |
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 |
third-party tender offer subject to Rule 14d-1. |
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o |
issuer tender offer subject to Rule 13e-4. |
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o |
going-private transaction subject to Rule 13e-3. |
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o |
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. 4 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.
ITEM 1 AND 4. TERMS OF THE TRANSACTION.
Items 1 through 11 of the Schedule TO are hereby amended and supplemented as set forth in the Offer to Exchange, which is filed as Exhibit (a)(4) hereto.
In addition, the information set forth below regarding CF Holdings and Terra is incorporated by reference into these Items 1 through 11. The Securities and Exchange Commission (the “SEC”) allows CF Holdings to incorporate information into this Schedule TO “by reference,” which means that CF Holdings can disclose important information to Terra stockholders by referring to another document or information filed separately with the SEC. The information incorporated by reference is deemed to be part of this Schedule TO, except for any information superseded by information contained in, or incorporated by reference into, this Schedule TO. These incorporated documents contain important information about CF Holdings and Terra and their financial condition.
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CF Holdings Filings (File No. 001-32597): |
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Period |
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Annual Report on Form 10-K |
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Fiscal Year Ended December 31, 2009, as filed on February 25, 2010 |
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The description of the common stock as contained in Item 1 of CF Holdings’ Registration Statement on Form 8-A, filed on August 8, 2005, including all amendments and reports filed for the purpose of updating such description. |
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The description of CF Holdings rights plan as contained in Exhibit 4.2 to CF Holdings’ Registration Statement on Form S-1/A, filed on July 26, 2005, including all amendments and reports filed for the purpose of updating such description. |
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Proxy Statement on Schedule 14A |
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Filed on March 16, 2009 |
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Supplement to Proxy Statement on Schedule 14A |
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Filed on April 7, 2009 |
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Current Reports on Form 8-K |
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Filed on January 15, 2010 and March 12, 2010 |
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Terra Filings (File No. 001-08520): |
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Period |
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Annual Report on Form 10-K |
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Fiscal year ended December 31, 2009, as filed on February 25, 2010 |
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Proxy Statement on Schedule 14A |
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Filed on October 13, 2009 |
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Solicitation/Recommendation Statement on Schedule 14D-9 |
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Filed on March 12, 2010, as it may be amended from time to time |
ITEM 4. TERMS OF THE TRANSACTION.
Item 4(a) of the Schedule TO is hereby amended and restated as follows:
(a)(1)(i)-(viii) and (x)-(xii) Material Terms. The information set forth in the Offer to Exchange under the captions “The Exchange Offer,” “The Merger Agreement,” “Comparison of Stockholders’ Rights” and “Description of CF Holdings Capital Stock” is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:
(a)(5)(D) Letter to stockholders of Terra Industries Inc., dated March 19, 2010
Item 12 of the Schedule TO is hereby amended by deleting the existing Exhibits (a)(1)(A), (a)(1)(B), (a)(1)(C), (a)(1)(D) and (a)(4) and substituting the following:
(a)(1)(A) Form of Letter of Transmittal (incorporated by reference to Amendment No. 1 to CF Holdings Registration Statement on Form S-4, filed March 19, 2010)
(a)(1)(B) Form of Notice of Guaranteed Delivery (incorporated by reference to Amendment No. 1 to CF Holdings Registration Statement on Form S-4, filed March 19, 2010)
(a)(1)(C) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Amendment No. 1 to CF Holdings Registration Statement on Form S-4, filed March 19, 2010)
(a)(1)(D) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Amendment No. 1 to CF Holdings Registration Statement on Form S-4, filed March 19, 2010)
(a)(4) Offer to Exchange (incorporated by reference to Amendment No. 1 to CF Holdings Registration Statement on Form S-4, filed March 19, 2010)
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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: |
/s/ Douglas C. Barnard |
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Name: |
Douglas C. Barnard |
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Title: |
Vice President, General Counsel, and Secretary |
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COMPOSITE MERGER CORPORATION |
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By: |
/s/ Douglas C. Barnard |
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Name: |
Douglas C. Barnard |
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Title: |
Vice President and Secretary |
Date: March 19, 2010
EXHIBIT INDEX
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(a)(1)(A) |
Form of Letter of Transmittal** |
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(a)(1)(B) |
Form of Notice of Guaranteed Delivery** |
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(a)(1)(C) |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees** |
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(a)(1)(D) |
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees** |
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(a)(1)(E) |
Form of Guidelines for Certificate of Taxpayer Identification Number on Substitute Form W-9* |
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(a)(1)(F) |
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) |
Not applicable |
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(a)(3) |
Not applicable |
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(a)(4) |
Offer to Exchange* |
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(a)(5)(A) |
CF Holdings press release, dated March 5, 2010* |
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(a)(5)(B) |
CF Holdings press release, dated March 10, 2010* |
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(a)(5)(C) |
CF Holdings press release, dated March 10, 2010* |
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(a)(5)(D) |
Letter to stockholders of Terra Industries Inc., dated March 19, 2010 |
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(b) |
Not applicable |
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(d) |
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) |
Not applicable |
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(h) |
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to certain tax matters* |
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* |
Previously filed |
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** |
Incorporated by reference to Amendment No. 1 to CF Holdings Registration Statement on Form S-4, filed March 19, 2010 |