Terra Nitrogen Company, L.P. Announces Intent to Delist Voluntarily From the New York Stock Exchange
13 3월 2018 - 5:20AM
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20180312006152/en/
Terra Nitrogen Company, L.P.Martin Jarosick, 847-405-2045Vice
President, Investor Relationsmjarosick@cfindustries.com
Terra Nitrogen Company . (NYSE:TNH)
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