01—Abstract
Summary
Summary of the 8-K filed November 26, 2025. Cited figures are marked; the original filing is the authoritative source.
CF Industries, Inc., the direct subsidiary of CF Industries Holdings, Inc., completed a public offering on November 26, 2025 of $1,000,000,000a aggregate principal amount of 5.300% Senior Notes due 2035.
The Notes are fully and unconditionally guaranteed on a senior unsecured basis by CF Industries Holdings, Inc. The offering was made under an effective shelf registration statement (File Nos. 333-291328 and 333-291328-01). The Notes were issued under a Base Indenture dated November 6, 2025 with Wilmington Trust, National Association, as trustee, as supplemented by Supplemental Indenture No. 1 dated November 26, 2025. The indenture includes covenants that limit the company's and its subsidiaries' ability to create certain liens and to enter into certain sale-leaseback transactions, and requires the issuer and the company to meet certain conditions to merge or consolidate with another entity.
The indenture also contains customary events of default and provides the issuer with an optional redemption right, in whole or in part, on the terms set forth in the indenture. The Notes were sold under an underwriting agreement dated November 20, 2025 with Goldman Sachs & Co. LLC, BMO Capital Markets Corp. and Citigroup Global Markets Inc. acting as representatives of the underwriters. For investors, the filing is primarily a disclosure of a new $1.0 billionb long-term debt issuance with a 2035 maturity, with terms documented in the exhibits listed in the filing.
02—Key points
Key Highlights
- CF Industries, Inc. completed a $1,000,000,000 offering of 5.300% Senior Notes due 2035 on November 26, 2025.
- The Notes are fully and unconditionally guaranteed on a senior unsecured basis by CF Industries Holdings, Inc.
- The indenture contains covenants limiting liens and certain sale-leaseback transactions, and conditions on mergers or consolidations.
- The indenture includes customary events of default and an issuer optional redemption right, in whole or in part.
- The Notes were issued under a Base Indenture dated November 6, 2025 with Wilmington Trust, National Association, as trustee, supplemented by Supplemental Indenture No. 1 dated November 26, 2025.
- The offering was made under an effective shelf registration statement (File Nos. 333-291328 and 333-291328-01).
- Goldman Sachs & Co. LLC, BMO Capital Markets Corp. and Citigroup Global Markets Inc. served as representatives of the underwriters under an agreement dated November 20, 2025.
03—Questions
Frequently Asked Questions
How much debt did CF Industries issue and on what terms?
CF Industries, Inc. issued $1,000,000,000 aggregate principal amount of 5.300% Senior Notes due 2035. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by CF Industries Holdings, Inc.
Who is the guarantor of the Notes?
CF Industries Holdings, Inc., the parent company, fully and unconditionally guarantees the Notes on a senior unsecured basis.
What restrictions does the indenture place on the company?
The indenture limits the company's and its subsidiaries' ability to create or incur certain liens and to enter into certain sale-leaseback transactions. It also requires the issuer and the company to satisfy certain conditions before merging or consolidating with another entity.
Who is the trustee and what documents govern the Notes?
Wilmington Trust, National Association, is the trustee. The Base Indenture dated November 6, 2025 is supplemented by Supplemental Indenture No. 1 dated November 26, 2025. The filing incorporates these documents, along with the form of Notes, as exhibits.
Who underwrote the offering?
The Notes were sold under an underwriting agreement dated November 20, 2025 among the issuer, the company, and Goldman Sachs & Co. LLC, BMO Capital Markets Corp. and Citigroup Global Markets Inc., as representatives of the several underwriters.
04—Continue