CF Industries Holdings,Inc. (NYSE:CF) Files An 8-K Material Modification to Rights of Security HoldersItem 7.01 Material Modification to Rights of Security Holders.
On July25, 2017, the board of directors (the “Board”) of CF Industries Holdings,Inc. (the “Company”) approved, and the Company and Computershare Trust Company, N.A., as rights agent under the Company’s Tax Benefits Preservation Plan, dated as of September6, 2016 (the “Agreement”), entered into, an amendment to the Agreement (the “Amendment”). The Amendment changed the final expiration date with respect to the Company’s preferred stock purchase rights (the “Rights”) issued under the Agreement from (a)5:00 P.M., New York City time, on September5, 2017, or such later date and time (but not later than 5:00 P.M., New York City time, on September5, 2019) as may be determined by the Board and approved by the stockholders of the Company by a vote of the majority of the votes cast by the holders of shares entitled to vote thereon at a meeting of the stockholders of the Company prior to 5:00 P.M., New York City time, on September5, 2017 to (b)4:00 P.M., New York City time, on July25, 2017. In accordance with the terms of the Agreement as amended by the Amendment (the “Amended Agreement”), all of the Rights then outstanding expired at 4:00 P.M.(New York City time) on July25, 2017, and no Rights are to be issued from and after that time.
The description of the Amendment in this Item 7.01 is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit4.2 to this report and incorporated herein by reference.
Computershare is the transfer agent and registrar for the Company’s common stock.
Item 7.01 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July25, 2017, the Company filed with the Secretary of State of the State of Delaware a certificate of elimination that, effective upon filing, eliminated from the Company’s certificate of incorporation all matters set forth in the certificate of designations with respect to the Company’s SeriesB Junior Participating Preferred Stock (the “SeriesB Junior Participating Preferred Stock”). No shares of the SeriesB Junior Participating Preferred Stock were issued and outstanding at the time of the filing of the certificate of elimination. A copy of the certificate of elimination is filed as Exhibit3.1 to this report and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On July25, 2017, the Company issued a press release relating to the Amendment. A copy of the press release is furnished as Exhibit99.1 to this report and incorporated herein by reference.
Exhibit99.1 to this report and the information set forth and incorporated by reference in this Item 7.01 shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in any such filing.
Item 7.01 Financial Statements and Exhibits.
(d)Exhibits.
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ExhibitNo. |
Description |
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3.1 |
Certificate of Elimination of SeriesB Junior Participating Preferred Stock of CF Industries Holdings,Inc. |
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3.2 |
Second Amended and Restated Certificate of Incorporation, as amended |
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4.1 |
Tax Benefits Preservation Plan, dated as of September 6, 2016, between CF Industries Holdings,Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit4.1 to CF Industries Holdings,Inc.’s Current Report on Form8-K filed with the Securities and Exchange Commission on September7, 2016, File No.001-32597) |
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4.2 |
First Amendment to Tax Benefits Preservation Plan, dated as of July25, 2017, by and between CF Industries Holdings,Inc. and Computershare Trust Company, N.A. |
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4.3 |
Specimen common stock certificate |
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99.1 |
Press release dated July25, 2017 |