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CF sends letter to Terra stockholders urging support for board nominees

CF Industries Holdings, Inc. on Oct. 27 sent a letter to the stockholders of Terra Industries Inc. once again urging their vote for CF’s three nominees to Terra’s board of directors. Terra’s annual meeting is scheduled for Nov. 20, 2009, and CF said a vote for its nominees “will voice your support for the proposed business combination with Terra.”

CF reiterated its exchange ratio offer of 0.465 of a CF share for each outstanding Terra share, saying it represents a substantial premium of 35 percent to the unaffected exchange ratio when CF first announced its proposal to acquire Terra last January. CF also used the opportunity to tout its own financial performance for the first three quarters of 2009 while criticizing Terra’s recently released results. CF on Oct. 26 reported an 18 percent drop in net income for the third quarter (see story above), while Terra saw a 72 percent drop in net income for the same period (GM Oct. 26, p. 10).

“While 35 percent is already a very attractive premium, we believe it is actually significantly higher when considering the financial performance of CF Industries and Terra this year,” the letter said. “In the first three quarters of 2009, CF Industries significantly outperformed Terra Industries. As a result, we believe that CF Industries shares would have increased more than Terra shares during 2009 absent any takeover proposals, and that the premium we are offering is meaningfully higher than 35 percent.”

CF also noted again that it was Terra who first approached CF about combining the two companies back in 2004, and said the two have engaged in “multiple conversations” about a business combination since then. Referring to slides from Terra’s own presentation when it first approached CF, CF said Terra’s objective was to create a strong platform for future profit through significant synergies, broad market coverage, substantial market share, product sourcing flexibility for customers, and a platform for growth through future consolidation opportunities.

CF said Terra also emphasized at that time that a combination would create a coast-to-coast marketer of UAN, urea, and ammonia, and would enhance value through a significant customer base, sourcing flexibility, market mass, and synergies in administration, equipment, terminals, and transportation.

“Terra has itself recognized the strategic rationale for combining the two companies,” the letter said. “CF Industries believes that the opportunity to create shareholder value is clear and that both sets of stockholders, boards and management teams understand the compelling strategic rationale of the business combination.”

CF said it has a proven record of creating value for stockholders, and has provided its stockholders with the highest share price appreciation and total shareholder return among public fertilizer companies since its IPO in August 2005 to January 15, 2009. “Building on this strong track record, CF Industries expects to continue to deliver for its stockholders through a business combination with Terra,” the letter said. “You will be stockholders of a company with significant synergy opportunities. We have already clearly identified annual cost synergies of up to $135 million. We agree with Terra’s assessment that there are substantial opportunities for value creation through synergies, and believe that more synergies can be identified once the two companies are combined and work together to run the combination as effectively as possible.”

CF also stressed that the business combination would allow investors in Terra to diversify from a purely nitrogen company “into a strong new position in phosphate,” claiming that its phosphate business “will be a valuable, world-class asset” for the combined company. “Phosphate is a resource available in only a limited number of countries,” the letter said. “We believe that phosphate production is an attractive long-term business and CF Industries is in an excellent position to generate value for stockholders in this segment.”

Corn acreage to be up in 2010, say speakers; many buyers expected to remain cautious

A record number of attendees, with a total topping the 200 mark, were on hand at the 2009 Fertilizer Outlook and Technology Conference, held in Tampa Oct. 28-30, to hear several speakers give their outlooks for 2010 and beyond.

After an 18-month roller coaster of high and low prices, many were looking for – and predicting – a return to normalcy for the coming year. On the often-discussed acreage front, Rich Pottorff of Doane Advisory Services said corn acres should be up next year, to 86.4 million, and they should continue to grow to 90 million in 2012. He noted that the world has added some 50 million corn acres in the past ten years, with 7 million of those being in the U.S., and China contributing some 6.9 million acres.

Ethanol should continue to be a positive factor for corn, with some 5 billion bushels expected to be consumed for ethanol in 2012-2013, versus about 3.7 billion in 2008-2009. Pottorff noted that while ethanol producers have had hard times in the recent year, many of them are now back to making reasonable profits.

One near-term boon to corn prices would be the early frost in mid-October that Pottorff estimates took some 150 million bushels off the market. Further corn loss could come during the late harvest, which Pottorff says could be the latest since USDA began keeping records in 1974. Still, Pottorff said he was not as bullish as the current futures market. He projected that farmers could net some $297 and $282 per acre from corn and soybeans in 2010.

Pottorff sees soybean acreage moving up to 77.7 million acres next year, up from 2009’s 75.7 million. He said the added soy acres could come from wheat acres, which are expected to see a decline from 2009’s 63.1 million acres to 59.8 million in 2010.

Pottorff also noted the dismal performance of cotton in recent years, which has dropped from some 15-16 million acres down to an expected 9.1 million acres in 2010. However, he said a late harvest, flooding, and quality issues could boost acreage next year if prices increase.

Overall, acreage for the 21 major crops should be up by 1 million acres in 2010. He said that some 3 million acres will be exiting the Crop Reserve Program, with some 76 percent of this in only nine states, mainly the Plains states, with some in Nebraska and Iowa.

While 2009 farmer income took a big hit, dropping to $70 billion from 2008’s $97 billion, Pottorff noted that the biggest hit was to livestock farmers. Lower farm income and the events of the past year may keep farmers cautious, noted Pottorff, especially since many of them will see a bumper crop and that things worked out fine without optimal fertilizer application rates. He said some farmers will go back to normal applications, but others cut rates in 2009 and had a good crop, so they may try that another year.

Despite the normal citation of acreage amounts, J.R. Simplot Co.’s John Malinowski, who gave the phosphate outlook, said that application rates trump acreage. He also said that long term, economics will prevail. Citing the first three quarters of 2008, he said Central Florida phosphate was having “The Party.” The fourth quarter brought “The Hangover.”

Malinowski said that the industry is destocked at all levels – manufacturer, pipeline, and farmer’s field. Since there is expected to be a good corn crop this year, he said the fertilizer salesman may have a tough sale in 2010; however, he said in the long term, farmers are still depleting their soils. Net net, he said if they do not buy in 2010, they will in 2011. He noted that phosphate removal exceeds use in much of the Cornbelt. He said that India was a bright spot for phosphate in 2009 due to their subsidy program, and expects India and also Brazil to see increased imports in 2010. He cited an IFA projection of a 5.9 percent phosphate growth rate in 2010, with an expected 2.5 percent growth rate though 2014.

Agrium Inc.’s Jason Newton said global urea trade in 2010 should be up 5 percent, with India continuing to pull more product. He also expects Brazil to return to more normal levels, as was evidenced by more exports in June-July. He noted that urea use will be increasing in the U.S. and Europe due to NOX abatement in the next few years.

While ammonia saw a drop in industrial use in 2009, Newton expects it to rebound in 2010.

Newton noted that UAN imports into the U.S. are off some 65 percent January-August, and said the market remains cautious due to the new plant in Trinidad. He said that UAN has a sizeable discount to urea, and that as farmers realize this it will lead to more UAN demand.

Excluding China, Newton said the nitrogen balance should remain tight through 2011. He said China will act as the swing player/wildcard, depending on their domestic market conditions and world prices.

In the U.S., Newton said that in the past 20 years, there have never been three consecutive years of decline in nitrogen demand. He expects an 8 percent increase in demand in 2009-2010, getting back to 2007-2008 levels.

Newton also noted the delayed harvest, as well as more favorable corn and soybean prices. He said the status quo is that the pipeline is empty and buyers are uncertain. He said those that are following the saying “don’t be long and wrong,” might ultimately see increased volatility as a result.

Kevin Stone of Natural Resources Canada expects demand for potash to go back to normal in 2010 and continue to increase at the past-decade rate of 2.5 percent per year. He noted that Canadian production dropped some 64 percent in the first six months of this year, but can quickly return to normal levels to meet demand. He noted demand fundamentals of world population growth, arable land per capita on a declining trend, and potash being used directly by so many of the world’s major crops.

Stone noted that despite the economic downturn, the expansion plans of the three Canadian producers are still on track. He also assessed the advancement of potential projects in Canada and around the world. In Canada, he noted that three companies have all applied for mining permits – BHP Billiton, Athabasca Potash Inc., and Potash One. All are awaiting approval; however, he said BHP is poised to start ground freezing in 2010 in preparation to sink mine shafts to build a 4-8 million mt/y mine, which would begin production in 2015.

Globally, Stone noted projects advancing at Potasio Rio Colorado in Argentina, Mag Industries in the Congo, and Allana Resources in Ethiopia. Those already in the works include projects in China, Laos, Russia, and Turkmenistan.

Robert Boyd of PentaSul Inc. detailed the collapse of the sulfur market in the past year. In addition to the general economic downturn, he cited China’s absence from the market in part of 2008 due to the Olympics and then their delay in coming back into the market thereafter. He also cited a huge demand collapse in the U.S. in the fourth quarter 2008, which was a major factor in taking the Tampa price to zero. One saving grace for the industry was the startup of prilling operations in the U.S. Gulf, and Boyd predicted that an export prill price will eventually become the price benchmark for sulfur as opposed to the outmoded Tampa price. Ironically, the Green Markets Price Scan began running a U.S. Gulf export prill price Oct. 26.

Ed Kelly with Wood MacKenzie said natural gas prices should rebound to the mid-$4.00/mmBtu range for an average next year, with not a lot of volatility anytime soon. He said that industrial consumption can recover in the U.S. due to the low price. Kelly added that right now the industry is choking on storage, and that while this should be worked down this winter, it will still be a concern in 2010. He said longer term, gas should fluctuate between $5.00-$6.50/mmBtu, but that it could be another two years before that is sustained. Kelly’s assessments did not include any calculations for the Cap and Trade legislation before Congress. He said that anything that will be bad for coal will be good for gas, and right now the Cap and Trade issue is a moving target as to what will happen.

On this issue, Pottorff said he saw no chance that President Obama would get a bill before December.

Terra Capital announces completion of tender offer

Sioux City, Iowa-Terra Capital Inc., a wholly-owned subsidiary of Terra Industries Inc., announced on Oct. 27 that it had completed its previously announced cash tender offer and consent solicitation for its outstanding $330,000,000 7.00 percent Senior Notes due 2017. The tender offer expired at midnight, New York City time, on Oct. 26, 2009. As of the expiration date, Terra Capital had received tenders from holders of approximately $317.5 million aggregate principal amount of the 2017 notes, representing roughly 96.2 percent of the outstanding 2017 notes. Holders of the 2017 notes whose notes were validly tendered received $1,153.75 for each $1,000 principal amount of the 2017 notes accepted for purchase, plus any accrued and unpaid interest up to, but not including, Oct. 27. On Oct. 26, Terra Capital announced the closing of its private offering of $600 million aggregate principal amount of Senior Notes due 2019. The notes, which have an interest rate of 7.75 percent per annum and were issued at a price equal to 98.298 percent of their face value, were sold in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended. The notes will be guaranteed on a senior unsecured basis by Terra and certain of its subsidiaries. Terra Capital will use a portion of the net proceeds of the offering, together with available cash, to purchase its existing 7.00 percent Senior Notes due 2017, and to pay related premiums, fees, and expenses, pursuant to a cash tender offer announced on Sept. 24, 2009. Subject to certain conditions, Terra also intends to use a portion of the net proceeds of the offering, together with available cash, to pay a planned special cash dividend or consummate certain previously announced asset acquisitions.

Mosaic to pay special dividend

Plymouth, Minn.-The Mosaic Co. announced Oct. 26 that it plans to return approximately $580 million, or $1.30 per share, to stockholders through a special cash dividend. The dividend will be financed through cash on hand. “The decision by Mosaic’s board of directors to return a significant amount of cash to its shareholders is a reflection of our strong cash position and the confidence we have in our future business prospects and cash flows,” said Jim Prokopanko, Mosaic president and CEO. “Mosaic’s strong balance sheet, which includes a cash position of $2.6 billion at Aug. 31, 2009, provides us the financial flexibility to make this distribution, while at the same time continuing our capital spending program and maintaining an appropriate level of liquidity and financial flexibility.” The company noted it is reaffirming its guidance for fiscal year 2010 capital spending of $1.0 -1.2 billion. “We remain committed to executing our long-term strategic plans that we expect will drive additional strong cash flow and shareholder value. We also remain committed to maintaining strong credit metrics and an investment grade rating,” Prokopanko added. The special dividend will be paid Dec. 3, 2009 to stockholders of record as of the close of business Nov. 12, 2009.

Terra declares $7.50 per share special dividend

Sioux City, Iowa-Terra Industries Inc. on Oct. 29 announced that its board of directors has declared the previously announced special cash dividend of $7.50 per share. The record date and the payment date for the special cash dividend will be the same as those for Terra’s previously announced regular quarterly dividend ?Çô Nov. 23, 2009, and Dec. 11, 2009, respectively. “Terra’s Board is committed to enhancing value for all shareholders, and over the past three years 35 percent of Terra’s net income has been delivered to shareholders in the form of share repurchases and dividends,” said Terra President and CEO Michael Bennett. “Through the special cash dividend, Terra will return an aggregate of approximately $750 million to shareholders. In addition to this special cash dividend, we recently announced an agreement to purchase a 50 percent interest in Agrium Inc.’s Carseland, Alberta, Canada nitrogen production assets and certain U.S. assets. These actions are further examples of the Board’s commitment to providing shareholders with significant additional value for their investment in Terra.” Terra’s common stock will begin trading without the special cash dividend and the regular dividend, on an ex-dividend basis, on Dec. 14, 2009 (i.e., the first business day following the payment date). Shareholders of record on the record date who sell their shares on or before the payment date will lose their right to the special cash dividend and the regular dividend. Based on its current estimates, Terra expects that approximately $1.00 to $1.50 of the special cash dividend will, for tax purposes, be classified as a return of capital. The tax character of the special cash dividend will be determined by the amount of earnings and profits for 2009, which will not be known until after the company’s books are closed effective Dec. 31, 2009.

Chevron leaks sulfur into Mississippi bayou

Pascagoula, Miss.-Chevron leaked an undetermined amount of molten sulfur into Bayou Casotte near Pascagoula, Miss., while loading the material onto a vessel early last week. A leak in the pipeline allowed the sulfur to flow into the water, where it formed a solid and sunk to the bottom. According to various news reports, the company was in the process of recovering the sulfur, and no environmental damage was expected as a result. The pipeline was repaired and returned to service.

Declines in SOP sales, prices impact Compass

Overland Park, Kan.-Citing declines in sulfate of potash sales volumes and prices, Compass Minerals saw third-quarter net earnings dip to $25.7 million ($0.77 per diluted share), compared with $28.7 million ($0.87 per diluted share) in last year’s third quarter. Sales were $182.3 million, and product sales, which exclude the cost of shipping and handling, were $141.3 million, compared with $237.4 million and $174.6 million, respectively, in the prior-year quarter. Specialty fertilizer segment sales were down 67 percent and operating earnings declined 73 percent, which the company said reflected the ongoing effects of the current economic environment on the fertilizer industry. The segment’s operating margin declined to 49 percent of sales from 58 percent of sales in the 2008 period, primarily due to a 6 percent year-over-year decline in average selling prices. Sulfate of potash prices averaged $706 per ton for the quarter, compared with $752 per ton in the prior-year third quarter and $944 per ton in the second quarter of 2009. Specialty fertilizer sales volumes declined 65 percent to 34,000 tons, down from 98,000 tons in the 2008 same quarter. Compass said the drop was consistent with a worldwide decline in fertilizer sales, and with “year-to-date declines in specialty fertilizer segment sales volumes as growers and retailers continue to postpone potash nutrient purchases.” Compass said it will be able to produce an additional 25,000 tons of SOP in 2010 from its solar evaporation ponds due to ongoing expansion and yield-improvement projects at the Great Salt Lake in Utah, bringing its pond-based production capacity to more than 300,000 tons per year. The company said it has also built a strong, low-cost inventory of SOP. As a result, Compass expects to purchase substantially less muriate of potash for the production of SOP in 2010 than it did in 2009. “Potash is an essential agricultural nutrient, and growers who forgo applications are depleting their soil,” said Angelo Brisimitzakis, president and CEO. “We are well positioned to meet the demand when specialty-crop growers resume sulfate of potash applications in order to maintain healthy soils, high-quality crops and optimal yields.” Year-to-date sales for the company totaled $650.9 million, compared with $779.4 million in 2008, while net earnings totaled $101.4 million, compared with $79.4 million in the equivalent year-ago period. The specialty fertilizer segment posted nine-month operating earnings of $63.4 million on sales of $100.5 million, compared with $81.1 million and $175.1 million, respectively, in the comparable 2008 period. Year-to-date sales volumes for the segment were 112,000 tons, compared with 332,000 tons in 2008.

Corn farmers face “sell or keep” question

Lincoln, Neb.-Advice from University of Nebraska authorities that farmers would be better off recycling their own corn stover for fertilizer doesn’t bother Syngest developers who are planning to produce anhydrous ammonia from cornfield leftovers. This material, the experts claim, is more valuable to the farmers for adding nutrients and lending structure to the soil and can be worth from $17 to $46 a ton, where they may get only $20 a ton recycling to energy companies. Farmers lose, they believe, by having to add more fertilizer. “This won’t affect what we are doing,” said Jack Oswald, CEO of Syngest, which is working on locating its first plant near Des Moines. “We agree that taking stover can be a problem, although we expect that some of the upper portion of the stover will be okay to take.” Oswald noted that research has been underway for some time, but it takes years to get good data. “On the other hand,” he noted, “it is generally agreed that corn cobs can be removed entirely without soil degradation. And even if we were to use stover, we will be capturing the ash containing both P and K and re-distributing it back to the farm.”

Arizona plant eyes problems of adding SCR

Phoenix-The U.S. Environmental Protection Agency’s (EPA) proposal to require selective catalytic reduction (SCR) at the Navajo Generating Station to improve visibility in the Grand Canyon and other national parks in the area is troubling a lot of Arizonans, including the governor herself. The final decision won’t be made until late next year, but concerns are already being expressed about increasing by possibly as much as $1 billion the cost of emissions control efforts currently underway at Navajo, and having to transport as a part of SCR a hundred or more tons of anhydrous ammonia every week to the plant over rural two-lane roads. In a letter to EPA, Gov. Jan Brewer declared that hauling the ammonia in tanker trucks 140 miles from Flagstaff would be a danger “to the health, safety and welfare of local communities,” and also warned that the rules under consideration even threaten to shut the plant down. Brewer noted that the type of emissions-reduction technology EPA is talking about would be “prohibitively expensive,” and does not achieve a significant amount of additional emission reduction. Kevin Wanttaja, manager of environmental services for SRP, which operates the station, told Green Markets that getting the anhydrous to the plant in northern Arizona near Page would require a risk management plan because it is a hazardous substance. “Because of the quantities that have to be used we believe we would probably need between three and four tanker trucks a week,” he estimated. He didn’t know where it would be obtained, but it would have to be transported by rail into Flagstaff, where some kind of terminal would be constructed to offload into the trucks. He described the 140-mile route from Flagstaff as a two-lane rural highway over tribal roads. With the risk of an accidental release, emergency responders in the area would have to be apprised of the transporting situation. Wanttaja said he believes the best thing would be for EPA to delay the whole idea of additional emissions control since Navajo is in the process of installing low-Nox burners at a cost of $42 million, which is expected to reduce emissions by 40 percent. He projected that adding SCR for another $660 million – or potentially up to $1 billion – produces a very small improvement over the low-Nox burners. He said SRP is finding low-Nox a much wiser investment that is already showing “very good performance” on one of the generating units at Navajo. He suggested the sensible route would be to try low-Nox initially, and if it’s not meeting the goals, EPA could come back with SCR at a later date.

Anhydrous response at Dow “by the book”

Harbor Beach, Mich.-The anhydrous ammonia leak at the Dow AgroSciences plant here last week was almost a non-event and was brought under control in about 15 minutes, according to the local fire chief. Harbor Beach Fire Chief John Lermont told Green Markets that a hole about the size of a pencil developed around the valve of a 10,000-gallon tank, but he didn’t know the exact cause. “There was a malfunction on a tank and a small leak when something went wrong while they were working on it,” Lermont said. “They have precautionaries set up and a deluge system so everything was contained to the area. Everything worked out fine.” He said the amount that escaped was minimal, but the plant was evacuated as a precautionary move. There were no injuries, but both the department and Dow are still looking into the cause. Lermont said a big part of the reason for the smooth response is that he and his volunteers train regularly with the Dow personnel. “We work with them a lot and are down there almost weekly to train together on their premises with their equipment.” He said most of the training involves the ammonia facility. “We are very familiar with everything they have down there. In this case, everything went as planned,” he added.