CF Industries to Sell Phosphate Business to Mosaic for $1.4 Billion

  CF Industries to Sell Phosphate Business to Mosaic for $1.4 Billion

Companies Enter Into Ammonia Supply Agreements for Donaldsonville and Trinidad
                                  Production

Business Wire

DEERFIELD, Ill. -- October 28, 2013

CF Industries Holdings, Inc. (NYSE:CF) (“CF Industries” or “the Company”)
today announced that it has entered into a set of strategic agreements with
the Mosaic Company (NYSE:MOS). The agreements include: a definitive agreement
to sell the entirety of CF Industries’ phosphate mining and manufacturing
business to Mosaic for cash consideration of $1.4 billion, subject to
adjustment; a long-term agreement under which the Company will supply Mosaic
with between 600,000 and 800,000 tons of ammonia per year from its
Donaldsonville, Louisiana nitrogen complex beginning no later than 2017; and
an agreement to provide ammonia to Mosaic from the Company’s Point Lisas
Nitrogen Ltd. (PLNL) joint venture beginning at the close of the phosphate
sale.

“This is a set of agreements with significant strategic value to both CF
Industries and Mosaic,” said Stephen R. Wilson, chairman and chief executive
officer, CF Industries Holdings, Inc. “The sale of our phosphate operations
represents good value for our shareholders and the full set of transactions
enables us to sharpen the strategic focus on our nitrogen business.”

Phosphate Business Sale

The phosphate sale includes: the Hardee County Phosphate Rock Mine; the Plant
City Phosphate Complex; an ammonia terminal, phosphate warehouse and dock at
the Port of Tampa; and the site of the former Bartow Phosphate Complex. In
addition, Mosaic is assuming liabilities related to the phosphate business,
including responsibility for closure, long-term maintenance and monitoring of
the phosphogypsum stacks at the Plant City and Bartow complexes. CF Industries
is also transferring to Mosaic the value of its asset retirement obligation
trust and escrow funds totaling approximately $200 million.

Donaldsonville Ammonia Agreement

Under the long-term ammonia supply agreement, beginning no later than 2017 CF
Industries will supply between 600,000 and 800,000 tons of ammonia per year
for up to 15 years from its Donaldsonville nitrogen complex for Mosaic’s use
in phosphate production. The ammonia price will be based on the cost of
natural gas delivered to Donaldsonville. “This agreement strengthens our
confidence in the return we expect to generate from our Donaldsonville
capacity expansion by providing a steady base demand for ammonia at a price
that insulates us from movements in natural gas costs,” stated Wilson.

Trinidad Ammonia Agreement

Following the close of the sale of the phosphate segment, CF Industries will
supply its share of the ammonia produced by the Company’s 50% owned PLNL
ammonia production facility in the Republic of Trinidad and Tobago to Mosaic
for use in phosphate production. Pricing under this supply agreement will be
similar to that in the existing agreement under which the Company purchases
ammonia from PLNL.

Other Information

The phosphate sale transaction is subject to customary closing conditions and
regulatory clearances, including the expiration or termination of the waiting
period under the Hart-Scott-Rodino Act and approval from the applicable
governmental agencies under CF's consent decree with respect to certain
environmental matters related to the phosphate business. The sale is expected
to close sometime in 2014. Both companies’ boards of directors have approved
the transaction. The Donaldsonville ammonia agreement is not conditional on
the phosphate sale transaction and will go into effect beginning no later than
2017. The Trinidad ammonia agreement is conditional on and goes into effect at
the closing of the phosphate sale transaction.

Rothschild Inc. provided a fairness opinion on the phosphate sale transaction
to CF Industries’ board of directors. Skadden, Arps, Slate, Meagher & Flom LLP
served as legal counsel.

About CF Industries Holdings, Inc.

CF Industries Holdings, Inc., through its subsidiaries, is a global leader in
nitrogen and phosphate fertilizer manufacturing and distribution, serving both
agricultural and industrial customers. CF Industries, headquartered in
Deerfield, Illinois, operates world-class nitrogen fertilizer manufacturing
complexes in the central United States and Canada; conducts phosphate mining
and manufacturing operations in central Florida; and distributes plant
nutrients through a system of terminals, warehouses, and associated
transportation equipment located primarily in the midwestern United States.
The Company also owns 50 percent interests in GrowHow UK Limited, a fertilizer
manufacturer in the United Kingdom; an ammonia facility in The Republic of
Trinidad and Tobago; and KEYTRADE AG, a global fertilizer trading organization
headquartered near Zurich, Switzerland. CF Industries routinely posts investor
announcements and additional information on the Company's Web site at
www.cfindustries.com and encourages those interested in the Company to check
there frequently.

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 our control,
which could cause actual results to differ materially from such statements.
These statements include, but are not limited to, statements about the
benefits, expected timing of closing and other aspects of the proposed
transactions; statements about future strategic plans; and statements about
future financial and operating results. Important factors that could cause
actual results to differ materially from our expectations include, among
others: risks and uncertainties arising from the possibility that the proposed
transactions may be delayed or may not occur, including delays arising from
any ability to obtain governmental approvals of the transactions; the risk
that other conditions to the closing of the proposed transactions may not be
satisfied; difficulties with realization of the benefits of the proposed
transactions; the risk that disruptions from the proposed transactions will
harm relationships with customers, employees and suppliers; the volatility of
natural gas prices in North America; the cyclical nature of our business and
the agricultural sector; the global commodity nature of our fertilizer
products, the impact of global supply and demand on our selling prices, and
the intense global competition from other fertilizer producers; conditions in
the U.S. agricultural industry; reliance on third party providers of
transportation services and equipment; difficulties in the implementation of a
new enterprise resource planning system and risks associated with cyber
security; weather conditions; our ability to complete our recently announced
production capacity expansion projects on schedule as planned and on budget or
at all; risks associated with other expansions of our business, including
unanticipated adverse consequences and the significant resources that could be
required; potential liabilities and expenditures related to environmental and
health and safety laws and regulations; our potential inability to obtain or
maintain required permits and governmental approvals or to meet financial
assurance requirements from governmental authorities; future regulatory
restrictions and requirements related to greenhouse gas emissions; the
seasonality of the fertilizer business; the impact of changing market
conditions on our forward sales programs; risks involving derivatives and the
effectiveness of our risk measurement and hedging activities; the significant
risks and hazards involved in producing and handling our products against
which we may not be fully insured; our reliance on a limited number of key
facilities; risks associated with joint ventures; acts of terrorism and
regulations to combat terrorism; difficulties in securing the supply and
delivery of raw materials, increases in their costs or delays or interruptions
in their delivery; risks associated with international operations; losses on
our investments in securities; deterioration of global market and economic
conditions; our ability to manage our indebtedness; and loss of key members of
management and professional staff. More detailed information about factors
that may affect our performance may be found in our filings with the
Securities and Exchange Commission, including our most recent periodic reports
filed on Form 10-K and Form 10-Q, which are available in the Investor
Relations section of the CF Industries Web site. Forward-looking statements
are given only as of the date of this release and we disclaim 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.

Contact:

CF Industries Holdings, Inc.
Dan Swenson, 847-405-2515
Senior Director, Investor Relations and Corporate Communications
dswenson@cfindustries.com
 
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