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): August 6, 2015
CF Industries Holdings, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware |
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20-2697511 |
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4 Parkway North, Suite 400 |
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001-32597
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60015
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Registrant’s telephone number, including area code (847) 405-2400
(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:
x 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 8.01. Other Events.
On August 6, 2015, CF Industries Holdings, Inc. (the “Company”) issued a press release announcing it had entered into a definitive agreement with OCI N.V. under which the Company will combine with OCI’s European, North American and Global Distribution businesses. The press release is attached hereto as Exhibit 99.1.
On August 6, 2015, representatives of CF Industries Holdings, Inc. will host a conference call to provide an overview of the transaction described above during which the presentation attached hereto as Exhibit 99.2 will be used.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description of Exhibit |
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99.1 |
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Press release dated August 6, 2015 |
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99.2 |
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Presentation of CF Industries Holdings, Inc. dated August 6, 2015 |
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, thereunto duly authorized.
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Date: August 6, 2015 |
CF INDUSTRIES HOLDINGS, INC. | |
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By: |
/s/ Dennis P. Kelleher |
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Name: |
Dennis P. Kelleher |
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Title: |
Senior Vice President and Chief Financial Officer |