Incitec Pivot Ltd. (IPL) on Nov. 15 announced
that the US antitrust regulatory review process in relation to the sale of its
ammonia manufacturing facility located in Waggaman, La., to CF Industries Holdings
Inc. (CF) has now concluded. IPL and CF expect to complete the transaction on
Dec. 1, subject to the satisfaction of other customary closing conditions.
The Australian company and CF in March reached an agreement for the sale of the Waggaman 880,000 st/y (800,000 mt/y) ammonia plant to CF (GM March 24, p. 1).
As previously announced, IPL said the gross
proceeds from the sale are $1.675 billion, with cash proceeds (before tax,
transaction costs, and purchase price adjustments) of $1.25 billion. CF expects
to fund this amount from cash on hand.
After accounting for transaction costs, purchase price adjustments, and tax estimated at around $400 million, IPL said the net cash proceeds from the sale are expected to be approximately $850 million. The tax is expected to be paid in January 2025.
After transaction completion, IPL will commence
the previously announced 25-year ammonia supply agreement with CF. The offtake
agreement secures ammonia at producer cost and provides for the supply of up to
200,000 st/y of ammonia to support IPL’s Dyno Nobel Americas explosives
business.
The ammonia will be priced on a gas-backed
formula at a level commensurate with the current cost of production at the
plant. In its Nov. 13 earnings statement this week, IPL put the value of the
offtake agreement for accounting purposes at an estimated A$300 million, based
on the current ammonia and gas price outlook.
IPL Interim CEO Paul Victor said the Waggaman
sale delivers three key strategic objectives for the company: “achieving
security of ammonia supply for Dyno Nobel’s US operations, delivering
significant returns to our shareholders, and rebalancing our portfolio towards
more reliable, recurring earnings.”
“Further, through securing the long-term supply
agreement with CF, our US explosives business is well positioned to continue to
deliver the high-value technical and service needs of our customers,” he said.
IPL has noted that the 200,000 st/y offtake is
for a continuous supply of ammonia and is not subject to outages at Waggaman,
saying that if you look at the economic benefits, they are much greater than
the company had before the sale.
CF believes Waggaman will fit seamlessly into its network,
as well as the company’s strategic focus on ammonia as a clean energy source,
given its proximity and pipeline connection to CF’s Donaldsonville, La., complex,
its distribution and logistics flexibility, and its favorable characteristics
for the addition of carbon capture and sequestration (CCS) technologies to
enable low-carbon ammonia production. IPL had already been advancing the plant
toward blue ammonia production with a front-end engineering design (FEED) study
for CCS.
Based on the contracts in place, CF estimates that the
plant will generate gross margin per ton commensurate with its existing ammonia
segment prior to synergies, which the company expects to capture through
greater capacity utilization and operational and logistics optimization. Over
the last five years, CF said its operational capabilities have resulted in
ammonia asset utilization that is approximately 10% higher than the average
utilization rate of the company’s North American peers.
Despite CF’s optimism, the Waggaman plant has not had the
smoothest run since its 2016 startup. IPL had to deal with an original
construction defect, which, along with other problems, caused significant
downtime over the years (GM April 22, 2022; Feb. 25, 2022; Feb. 18,
2022; Nov. 19, 2021; Sept. 17, 2021; May 21, 2021; Nov. 15, 2019; April 5,
2019). As of November 2022, however, IPL said the plant had been running
flawlessly since a production restart in April 2022 (GM Nov. 18, 2022).
In addition, it exceeded nameplate capacity for FY2023.
Ammonia produced at the Waggaman facility today is
distributed ratably to three customers – Trammo Inc., Cornerstone Chemical Co.,
and IPL’s DNA – with approximately 75% used in industrial applications. These medium-
to long-term offtake agreements are expected to remain in place. In the
meantime, American Plant Food expects to source ammonia from the Waggaman plant
for its proposed 420,000 st/y ammonium sulfate plant (GM Oct 27, p. 1).
With the sale now expected to be completed in
early December, IPL confirmed that it intends to return up to A$1 billion
(approximately $650.8 million at current exchange rates) of the proceeds of the
Waggaman sale to shareholders, as per its Nov. 13 announcement.
IPL said the capital returns will be undertaken
through a combination of an on-market share buyback of up to A$500 million (in
addition to the previously announced A$400 million buyback) and a distribution
of up to A$500 million that will be allocated between a pro-rata capital return
and a special unfranked dividend.
These additional capital returns will require
shareholder approval, which IPL intends to seek at the upcoming 2023 AGM on
Dec. 20.
Waggaman posted a 23% decline in EBIT in the
fiscal year ended Sept. 30, 2023, to $264 million from the year-ago $343.8
million, IPL reported on Nov. 13. Revenue fell by 27%, to $456.6 million from
$628.8 million.
FY2023 saw improved manufacturing reliability at
the Waggaman plant, with ammonia production exceeding the 800,000 mt/y
nameplate capacity. Production reached 822,500 mt, a 17% increase on the prior
year’s 700,600 mt, according to IPL. Ammonia sales amounted to 829,600 mt, 11%
more than FY2022’s 745,900 mt.