What is the size and term of the new credit facility?

The facility provides up to $750,000,000 of revolving credit and matures on September 4, 2030.

What financial covenant must the Company maintain?

The Company must keep its total net leverage ratio at or below 3.75:1.00 as of each fiscal quarter end. The maximum increases to 4.25:1.00 for four consecutive quarters beginning with the quarter in which a borrower or subsidiary completes a material acquisition, and a second step-up requires at least two quarters at 3.75:1.00 first.

How is the cost of borrowing determined?

Dollar loans bear interest at term SOFR or a base rate plus a margin of 0.875% to 1.50% or 0.00% to 0.50%, respectively. Other currencies use their local benchmark rates plus the same margin range. The undrawn commitment fee is 0.09% to 0.20%. The margin and fee depend on the Company's credit rating at the time.

Does this agreement replace an existing facility?

Yes. The agreement amends and restates the Company's Revolving Credit Agreement dated October 26, 2023.

What happens if the Company defaults?

After any applicable cure period, the administrative agent may accelerate the loans or terminate the lenders' commitments, and must do so at the request of the required lenders. Certain specified subsidiaries are excluded from some representations, default events and covenant restrictions.

CF 8-K: Material Agreements & Financial Events

01—Abstract

Summary

Summary of the 8-K filed September 9, 2025. Cited figures are marked; the original filing is the authoritative source.

CF Industries Holdings, Inc. (the "Company") reported on Form 8-K that on September 4, 2025, it, as guarantor, and its wholly-owned subsidiary CF Industries, Inc., as lead borrower, entered into a $750,000,000^a senior unsecured First Amended and Restated Revolving Credit Agreement with Citibank, N.A. as administrative agent, lenders, and issuing banks.

The agreement amended and restated the Company's Revolving Credit Agreement dated October 26, 2023, and matures September 4, 2030. It includes a $125,000,000^b letter of credit sub-limit and a $75,000,000 swingline loan sub-limit. Borrowings may be used for working capital, capital expenditures, acquisitions, share repurchases and other general corporate purposes.

Borrowings may be denominated in U.S. dollars, Canadian dollars, Euro and Sterling. Interest is priced off benchmark rates plus a margin of 0.875%^c to 1.50%, with the margin and an undrawn commitment fee of 0.09% to 0.20% depending on the Company's credit rating at the time. The sole financial maintenance covenant is a maximum total net leverage ratio of 3.75:1.00, which steps up to 4.25:1.00 for four consecutive fiscal quarters following a material acquisition by any borrower or subsidiary.

The agreement contains customary representations, warranties, covenants and events of default, with acceleration or commitment termination rights available to the administrative agent upon an uncured default. Certain specified subsidiaries are excluded from some of these provisions. The filing also notes that the lenders and their affiliates have provided and may provide other banking and financial services to the Company for which they receive fees.

02—Key points

Key Highlights

Entered into a $750,000,000 senior unsecured revolving credit facility that amends and restates the Company's October 26, 2023 agreement
Facility matures September 4, 2030, with a $125,000,000 letter of credit sub-limit and a $75,000,000 swingline loan sub-limit
Multi-currency borrowing permitted in U.S. dollars, Canadian dollars, Euro and Sterling
Pricing is a margin of 0.875% to 1.50% over benchmark rates, with an undrawn commitment fee of 0.09% to 0.20%, both tied to the Company's credit rating
Single financial maintenance covenant: maximum total net leverage ratio of 3.75:1.00, temporarily increasing to 4.25:1.00 for four quarters after a material acquisition
Proceeds may be used for working capital, capital expenditures, acquisitions, share repurchases and general corporate purposes
Wholly-owned subsidiary CF Industries, Inc. serves as lead borrower, and additional wholly-owned subsidiaries may be designated as borrowers

03—Questions

Frequently Asked Questions

What is the size and term of the new credit facility?
The facility provides up to $750,000,000 of revolving credit and matures on September 4, 2030.
What financial covenant must the Company maintain?
The Company must keep its total net leverage ratio at or below 3.75:1.00 as of each fiscal quarter end. The maximum increases to 4.25:1.00 for four consecutive quarters beginning with the quarter in which a borrower or subsidiary completes a material acquisition, and a second step-up requires at least two quarters at 3.75:1.00 first.
How is the cost of borrowing determined?
Dollar loans bear interest at term SOFR or a base rate plus a margin of 0.875% to 1.50% or 0.00% to 0.50%, respectively. Other currencies use their local benchmark rates plus the same margin range. The undrawn commitment fee is 0.09% to 0.20%. The margin and fee depend on the Company's credit rating at the time.
Does this agreement replace an existing facility?
Yes. The agreement amends and restates the Company's Revolving Credit Agreement dated October 26, 2023.
What happens if the Company defaults?
After any applicable cure period, the administrative agent may accelerate the loans or terminate the lenders' commitments, and must do so at the request of the required lenders. Certain specified subsidiaries are excluded from some representations, default events and covenant restrictions.

04—Continue

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