Fitch: CF Industries' Ratings Unaffected by Combination with OCI Businesses

NEW YORK--(BUSINESS WIRE)-- Fitch Ratings does not anticipate any ratings impact for CF Industries Holdings, Inc. (NYSE: CF) following the company's announcement to combine with OCI's European, North American and Global Distribution businesses in a transaction valued at approximately $8 billion, based on CF's current share price, including the assumption of approximately $2 billion in net debt.

Fitch believes the transaction has a compelling strategic rationale. OCI's Wever project can be integrated into CF's existing distribution and logistics supply chain in North America providing operation synergies. OCI's Galeen operation along with Growhow expands CFs European Operations. The transaction will also diversify product offerings into methanol, a complementary product with similar operations and economic drivers to nitrogen. CF expects operational and structural synergies to run about $500 million per annum after-tax.

The transaction is to be financed by $5.4 billion in New CF common stock and $2.8 billion in cash and assumed debt. Under the terms of the agreement, CF will become a subsidiary of a new holding company (New CF) domiciled in the United Kingdom. OCI will contribute its European, North American and Global Distribution business to New CF in exchange for shares equal to a fixed 25.6% of New CF plus $700 million of consideration to be paid in a mix of cash or shares at New CFs discretion, of which $550 million is assumed to be paid in shares. In addition, New CF will agree to purchase 45% in Natgasoline for $500 million in cash.

The resulting capital structure is expected to be consistent with CF's target of 2.0x - 2.5x total debt to mid-cycle EBITDA. The Transaction is expected to close in 2016 after customary regulatory and shareholder approvals.

Fitch currently rates CF Industries Holdings, Inc. as follows:

--Issuer Default Rating (IDR) 'BBB';

Fitch currently rates CF Industries, Inc. as follows:

--IDR 'BBB';

--Senior Unsecured Credit Facility 'BBB';

--Senior unsecured notes 'BBB'.

Additional information is available at 'www.fitchratings.com'.

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View source version on businesswire.com: http://www.businesswire.com/news/home/20150806006710/en/

Fitch Ratings
Primary Analyst
Monica M. Bonar, +1-212-908-0579
Senior Director
Fitch Ratings, Inc.
33 Whitehall Street
New York, NY 10004
or
Secondary Analyst
Gregory Fodell, +1-312-368-3117
Associate Director
or
Media Relations
Sandro Scenga, +1-212-908-0278
[email protected]

Source: Fitch Ratings

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