UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 30, 2007
TERRA INDUSTRIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Maryland
(State or other jurisdiction of incorporation)
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1-8520
(Commission File Number)
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52-1145429
(IRS Employer Identification No.) |
Terra Centre
600 Fourth Street, P.O. Box 6000
Sioux City, Iowa 51102-6000
(712) 277-1340
(Address of Principal Executive Offices, including Zip Code)
(Registrant’s Telephone Number, Including Area Code)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
ITEM 1.01 Entry into a Material Definitive Agreement.
On January 25, 2007, Terra Capital, Inc. (the “Company”) executed a Purchase Agreement by and
among the Company, the guarantors named therein and Citigroup Global Markets Inc. (the “Initial
Purchaser”). Pursuant to the Purchase Agreement, among other things, the Company agreed to sell to
the Initial Purchaser $330 million in aggregate principal amount of its 7% Senior Notes due 2017
(the “Notes”). The Notes will be sold within the United States only to qualified institutional
buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), and outside the United States only to non-U.S. persons in reliance on Regulation S under the
Securities Act.
The Purchase Agreement contains typical representations and warranties made in connection with
an institutional private offering and provides that the Company shall indemnify the Initial
Purchaser against claims and losses arising out of, or based on, any untrue statement or alleged
untrue statement, omission or alleged omission of material fact contained in the offering
memorandum for the Notes.
The
Initial Purchaser and its affiliates have provided and may, from time to time, continue
to provide investment banking, financial advisory and other services to the Company and its
affiliates, for which they have received customary fees and reimbursements of expenses, and for
which they expect to receive customary fees and reimbursement of expenses, respectively. Citigroup
Global Markets Inc. is also acting as dealer-manager for the tender offer and consent solicitation
relating the Company’s
127/8% senior secured notes due 2008 and the 111/2% second priority senior
secured notes due 2010. Citicorp USA, Inc., an affiliate of Citigroup Global Markets Inc., is the
administrative agent and a lender under the Company’s revolving credit facility and will receive
fees in connection therewith.
The
foregoing description of the Purchase Agreement is qualified in its entirety
by reference to the Purchase Agreement, which is attached as an exhibit hereto and is incorporated
herein by reference in its entirety.
On January 25, 2007, the Company announced it had received, pursuant to its previously
announced tender offer and consent solicitation for any and all of its outstanding
127/8% Senior Secured Notes due 2008 (CUSIP No. 88089PAB9) and
111/2% Second Priority Senior Secured Notes due 2010 (CUSIP Nos. 88089PAC7
and 88089PAD5) (collectively, the “Notes”), the requisite consents to adopt proposed amendments to
the Notes and the indentures governing the Notes.
On January 29, 2007, the Company, the guarantors named therein and U.S. Bank National
Association, the trustee under the indentures relating to the Notes, executed a Third Supplement to
Indenture with respect to each of the 127/8% Senior Secured Notes due 2008
and 111/2% Second Priority Senior Secured Notes due 2010 (the “Third
Supplemental Indentures”) to amend the indentures as described in the offer to purchase and consent
solicitation materials. However, the amendments will not become operative unless and until the
Notes tendered by the consenting holders are accepted for purchase pursuant to the terms of the
tender offer, which is expected to occur on or about February 2, 2007. If the tender offer is
terminated or withdrawn, the amendments to the indentures governing the Notes will not become
operative. Once operative, the amendments will eliminate substantially all of the indenture’s
principal restrictive covenants and certain events of default and would significantly amend certain
other provisions contained in the indentures.
The foregoing summary is qualified in its entirety by reference to the Third Supplemental
Indentures, which are attached as exhibits hereto and are incorporated herein by reference in
their entirety.
On January 25, 2007, the Company issued a press release announcing that it had received the
requisite consents and tenders from holders of the Notes to execute the Third Supplemental
Indentures containing the amendments. A copy of the press release was filed as Exhibit 99.3 to the
Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January
25, 2007, and is incorporated herein by reference in its entirety.