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 23, 2009

 

CF Industries Holdings, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware
(State or other jurisdiction
of incorporation)

 

001-32597
(Commission
File Number)

 

20-2697511
(I.R.S. Employer
Identification No.)

 

 

 

 

 

4 Parkway North, Suite 400

 

 

Deerfield, IL

 

60015

(Address of principal
executive offices)

 

(Zip Code)

 

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 (see General Instruction A.2. below):

 

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On April 23, 2009, CF Industries Holdings, Inc. (“CF”) issued a press release announcing that it had voluntarily withdrawn its notification made on March 23, 2009, with the Federal Trade Commission and U.S. Department of Justice in connection with its proposed acquisition of Terra Industries Inc. under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.  CF will re-file the notification as soon as practicable.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

 

Financial Statements and Exhibits.

 

 

 

 

 

(d)           Exhibits.

 

 

 

Exhibit No.

 

Description of Exhibit

 

 

 

99.1

 

Press Release.

 

2


 

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.

 

 

Date: April 23, 2009

CF INDUSTRIES HOLDINGS, INC.

 

 

 

 

 

By:

/s/ Douglas C. Barnard

 

 

Name:

Douglas C. Barnard

 

 

Title:

Vice President, General Counsel, and Secretary

 

3


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release.

 

4