UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 9
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. 9 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:
On April 12, 2010, Composite announced the
extension of the subsequent offering period until 5:00 p.m., New York City
time, on Wednesday, April 14, 2010, unless further extended. As of 5:00 p.m., New York City time on
April 9, 2010, a total of 87,629,266 shares of Terra common stock, representing
approximately 87.5% of the outstanding shares of Terra common stock, had been
validly tendered and accepted for payment in the Offer.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended by
deleting the existing Exhibit (d) and replacing it with the following:
(d)(1)
Credit
Agreement, dated as of April 5, 2010 among CF Industries Holdings, Inc.,
CF Industries, Inc., the lenders party thereto and Morgan Stanley Senior
Funding, Inc., as Administrative Agent (incorporated by reference to Exhibit 10.1
to CF Holdings Current Report on Form 8-K filed on April 7, 2010)
(d)(2)
Bridge Loan
Agreement, dated as of April 5, 2010 among CF Industries Holdings, Inc.,
CF Industries, Inc., the lenders party thereto and Morgan Stanley Senior
Funding, Inc., as Administrative Agent (incorporated by reference to Exhibit 10.2
to CF Holdings Current Report on Form 8-K filed on April 7, 2010)
Item
12 of the Schedule TO is hereby amended and supplemented by adding the
following:
(a)(5)(H)
CF Holdings
press release, dated April 12, 2010 (incorporated by reference to CF
Holdings Rule 425 filing on April 12, 2010)
(a)(5)(I)
Recent
developments and risk factors (incorporated by reference to CF Holdings Current
Report on Form 8-K filed on April 12, 2010)
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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