- Current report filing (8-K)
April 07 2010 - 12:47PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 5, 2010
TERRA INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Maryland
|
|
1-8520
|
|
52-1145429
|
(State or other
jurisdiction
|
|
(Commission File
Number)
|
|
(IRS Employer
|
of
incorporation)
|
|
|
|
Identification
Number)
|
Terra Centre
600 Fourth Street, P.O. Box 6000
Sioux City, Iowa
|
|
51102-6000
|
(Address of
principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number,
including area code:
(712) 277-1340
(Former name or former address, if changed since last
report.)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
ITEM 1.02
TERMINATION
OF A MATERIAL DEFINITIVE AGREEMENT
In
connection with the consummation of the Offer (as defined below), on April 5,
2010, Terra Industries Inc. (Terra) terminated the Amended and Restated
Credit Agreement, dated as of December 21, 2004 (as amended, supplemented
or otherwise modified from time to time, the Credit Agreement), among Terra
Capital, Inc., Mississippi Holdings Corp. (f/k/a Mississippi Chemical
Corporation), Terra, Terra Capital Holdings, Inc., the financial
institutions from time to time party thereto as lenders and issuers and
Citicorp USA, Inc., as administrative agent and collateral agent for the
Secured Parties (as defined in the Credit Agreement). The Credit Agreement
provided for a borrowing availability of $200.0 million. Borrowing availability
was generally based on 100 percent of eligible cash balances, 85 percent of
eligible accounts receivable, approximately 60 percent of eligible finished
goods inventory and was reduced by outstanding letters of credit. No early
termination penalties were incurred by Terra as a result of the termination.
ITEM 5.01
CHANGES
IN CONTROL OF REGISTRANT
As
previously disclosed in the Current Report on Form 8-K filed by Terra on March 12,
2010, on March 12, 2010, Terra entered into an Agreement and Plan of
Merger (the Merger Agreement) by and among CF Industries Holdings, Inc.
(CF), Composite Merger Corporation, an indirect, wholly owned subsidiary of
CF (CF Sub), and Terra, pursuant to which CF Sub offered to exchange each
outstanding common share of Terra, without par value (the Terra Common Shares),
for the Per Share Consideration, which is equal to (i) $37.15 in cash,
less any applicable withholding taxes and without interest, and (ii) 0.0953
of a share of common stock, par value $0.01 per share, of CF (together with the
associated preferred stock purchase rights) (the CF Common Stock), upon the
terms and subject to the conditions set forth in (a) the Prospectus/Offer
to Exchange, dated April 2, 2010 (the Exchange Offer), and (b) the
related Letter of Transmittal (which, together with the Exchange Offer and any
amendments or supplements thereto from time to time, constitute the Offer).
On
April 5, 2010, CF announced that the Offer expired at 12:00 midnight, New
York City time, on April 2, 2010, as scheduled. The depositary for the Offer has advised
that, as of the expiration time, 85,757,343 Terra Common Shares (including
shares subject to guarantees of delivery) were validly tendered and not withdrawn,
representing approximately 85.6% of the outstanding Terra Common Shares. All such Terra Common Shares were accepted
for payment (the Accepted Shares) by CF Sub on April 5, 2010.
CF
paid an aggregate amount of approximately $3.2 billion in cash and issued an
aggregate of 8,172,674 shares of CF Common Stock in exchange for the Accepted
Shares. To finance the cash portion of the consideration paid for the Accepted
Shares, CF entered into: (1) a $2.3 billion senior Credit Agreement, dated
as of April 5, 2010, with the lenders party thereto, Morgan Stanley Senior
Funding, Inc. (MSSF), as agent for such lenders and as collateral agent,
MSSF and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Joint Lead Arrangers and
Book Runners, and Morgan Stanley MUFG Loan Partners, LLC, as Global
Coordinator, which provides for multiple-draw term loans of up to $2.0 billion
and for a revolving credit facility of up to $300.0 million on the April 5,
2010; and (2) a $1.75 billion senior Bridge Loan Agreement, dated as of April 5,
2010, with the lenders party thereto, MSSF, as agent for such lenders and as
collateral agent, and MSSF as Lead Arranger and Book Runner, which provides for
multiple-draw bridge loans of up to $1.75 billion.
For
information regarding changes with respect to the directors and officers of
Terra, please see Item 5.02 of this Current Report on Form 8-K, which is
incorporated herein by reference.
2
ITEM 5.02
DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On
April 5, 2010, effective upon the payment by CF Sub for Terra Common
Shares pursuant to and subject to the conditions of the Offer, the following
members of Terras Board of Directors (the Board) resigned: Michael L. Bennett, David E. Fisher, Martha
O. Hesse, James R. Kroner, John N. Lilly, Dennis McGlone, David A. Wilson and
Irving B. Yoskowitz. On the same date, pursuant to the Merger Agreement, the Board
filled the vacancies created by such resignations by appointing Anthony J.
Nocchiero, Bert A. Frost and Lynn F. White as Class I directors, whose
term shall continue until Terras 2011 Annual Meeting and until their
successors are elected and qualify; Stephen R. Wilson, Douglas C. Barnard and
Phillip P. Koch as Class II directors, whose term shall continue until
Terras 2012 Annual Meeting and until their successors are elected and qualify;
and Wendy S. Jablow Spertus and W. Anthony Will as Class III directors,
whose term shall continue until Terras 2010 Annual Meeting and until their
successors are elected and qualify.
On
April 5, 2010, Michael L. Bennett resigned as President and Chief
Executive Officer of Terra; Daniel D. Greenwell resigned as Senior Vice
President and Chief Financial Officer of Terra; John W. Huey resigned as Vice
President, General Counsel and Corporate Secretary of Terra; Earl B. Smith
resigned as Vice President, Business Development of Terra; and Douglas M. Stone
resigned as Senior Vice President, Sales and Marketing of Terra. Also, on April 5,
2010, each of the following individuals was elected as an officer of Terra as
set forth across from their names below:
Stephen
R. Wilson
|
|
President
|
Anthony
J. Nocchiero
|
|
Vice
President
|
Richard
A. Hoker
|
|
Vice
President
|
Mr. Wilson,
61, has been a member of CFs board since April 2005 and chairman of the
board of CF since July 2005. Mr. Wilson has served as CFs president
and chief executive officer since October 2003. Mr. Wilson joined CF
in 1991 as senior vice president and chief financial officer, following a
lengthy career with Inland Steel Industries, Inc. Mr. Wilson is also
a director of Ameren Corporation.
Mr. Nocchiero,
59, joined CF in April 2007 as senior vice president and chief financial
officer. Before joining CF, Mr. Nocchiero was chief financial officer and
vice president, finance, of Merisant Worldwide, Inc., a position he held
from July 2005 to March 2007. From January 2002 to July 2005,
Mr. Nocchiero was self-employed as an advisor and private
consultant. From January 1999 to December 2001, Mr. Nocchiero
served as vice president and chief financial officer of BP Chemicals, the
global petrochemical business of BP p.l.c. Prior to that, he spent twenty-four
years with Amoco Corporation, including service as Amocos vice president and
controller from April 1998 to January 1999. Mr. Nocchiero holds
a B.S. degree in chemical engineering from Washington University and an M.B.A.
degree from the Kellogg Graduate School of Management at Northwestern
University.
Mr. Hoker,
45, has served as CFs vice president and corporate controller since November 2007.
Before joining CF, Mr. Hoker spent over 11 years with Sara Lee
Corporation, where he served most recently as vice president and controller
from January 2007 to November 2007 and principal accounting officer
from July 2007 to November 2007. Prior to being named controller, Mr. Hoker
held other financial management positions of increasing responsibility at Sara
Lee. Prior to joining Sara Lee, Mr. Hoker was a member of the financial
advisory services consulting group at Coopers & Lybrand LLP in Chicago
(now PricewaterhouseCoopers) and previously led teams in the firms audit
practice. Mr.
3
Hoker
holds a B.S. degree in accounting from DePaul University and an M.B.A. degree
in finance and accounting from the University of Chicago. He is also a
certified public accountant.
None
of CFs designated officers described above has entered into any new employment
agreement or arrangement with Terra.
Prior
to the actions taken on April 5, 2010, none of CFs designated officers
was a director of, or held any position with, Terra. CF and CF Sub have advised Terra that none of
CFs designated officers or any of his or her affiliates (i) has a
familial relationship with any directors or executive officers of Terra, or (ii) has
been in any transactions with Terra or any of its directors, officers or
affiliates which are required to be disclosed pursuant to the rules and
regulations of the SEC.
4
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
|
TERRA
INDUSTRIES INC.
|
|
|
|
By:
|
/s/ Douglas C. Barnard
|
|
Name:
|
Douglas C. Barnard
|
|
Title:
|
Vice President and
Secretary
|
Date: April 7, 2010
5
Terra (NYSE:TRA)
Historical Stock Chart
From Jun 2024 to Jul 2024
Terra (NYSE:TRA)
Historical Stock Chart
From Jul 2023 to Jul 2024