All posts by webster@kennedyinfo.com

Viterra confirms exclusive negotiations; Icahn extends deadline for CVR offer

Viterra Inc. confirmed March 19 that it has begun exclusive negotiations on a takeover bid, but the would-be buyer was not named. Viterra also confirmed that it had established an auction process and acknowledged reports that offers for the company would need to be at least $16 per share.

As reported last week by Green Markets, Glencore International PLC, a multinational mining and commodities trading company headquartered in Baar, Switzerland, has been named as a likely bidder for Viterra. Reports are circulating that Glencore has launched a joint bid with Agrium Inc. and Richardson International, a privately held grain trader and input retailer based in Winnipeg.

Under the likely terms of such a deal, Agrium would take the bulk of Viterra’s Canadian retail outlets, Richardson would take certain port assets and elevators, and Glencore would take the bulk of the rest of the assets in Canada and Australia. Agrium could conceivably wind up with Viterra’s Australian retail assets as well.
Viterra has so far not confirmed the names of any of its potential suitors, however.

In other takeover news, Billionaire investor Carl Icahn has extended the deadline from March 23 to April 2 for CVR Energy shareholders to tender their shares in his hostile takeover attempt.

Icahn announced on March 16 that he had pushed the expiration for his CVR tender offer to the end of Monday April 2, instead of the end of Friday March 23. Icahn also announced on March 16 that he had pushed out his deadline to resell the company to 15 months instead of nine months.

Icahn had previously stated that he would drop his $30 per share bid for CVR, a deal valued at some $2.6 billion, if less than 36 percent of the outstanding shares had been tendered by March 23. In a letter to shareholders at the time of Icahn’s initial offer in February, CVR Chairman and CEO Jack Lipinski told shareholders to reject the offer, calling it “opportunistic “ and "inadequate."

On March 19, Icahn released another letter to CVR shareholders, criticizing the CVR board for “distorting the facts,” and singling out Lipinski and the $28 million he earned from 2007 to 2010, saying the CEO is “more interested in empire building than in increasing value for shareholders.”

Icahn once again touted his own recent energy investments, telling CVR shareholders that the information was “not to boast but in the hope that you will take very seriously what I have to say about CVR and ignore the distortions disseminated by CVR and its PR firm.”

Icahn issues letter to CVR shareholders

Billionaire investor Carl Icahn issued an open letter to CVR Energy Inc. shareholders today, addressing some negative press about himself, as well as promising to walk away from the deal on March 23, if less than 36 percent of the outstanding shares are tendered by that date. “…we will respect the views of shareholders and move on to pursue other opportunities,” he said.

The text of the letter follows:

Dear CVR Shareholders,

On March 12, a major news organization published commentary about my record and intentions at your company which prompt me to respond directly to you. The piece was so fraught with inflammatory rhetoric and reasons not to tender your stock that I would not be surprised if it was written by a PR firm paid for by CVR. I am amazed that a reputable media organization would publish it.

The article implied that I "burned" other shareholders to achieve a 35 percent return in 2011, a charge that is outrageous and ill-informed. Let me set the record straight. The returns I achieved in 2011 were by working assiduously to increase the value of stocks like Biogen, Chesapeake Energy, Motorola, Take-Two, Regeneron, among others, which led to gains of billions of dollars for ALL shareholders, not just my firm.

It is a common charge that corporate activists like myself are only out to line our own pockets, a charge invariably leveled by PR firms hired by companies we target. The truth is, we almost invariably target companies where managements have repeatedly failed to deliver. It is often only outside activists that can force them to change direction for the benefit of you, the shareholders.

In fact, over the last few years, our actions have led to an increase in aggregate market value of more than $55 billion for shareholders at well over a dozen companies we have targeted that had a market value of under $20 billion when we first invested.

In addition to those mentioned above, these stocks include Genzyme, BEA Systems, Lawson Software, Mentor Graphics, ImClone, Kerr-McGee, Fairmont Hotels, Take-Two, Anadarko, Korea Tobacco and many others. Despite what certain PR firms and others would have you believe, it is obvious that our activities have been to the benefit of ALL shareholders, not just us. I believe our activities are positive for our economy.

In this regard I recommend an article in the Journal of Applied Corporate Finance entitled "Is Carl Icahn Good for Long-Term Investors?" which concluded, among other things" a significant number of Icahn’s targets ended up being acquired or taken private within 18 months of his initial investment. The shareholders of those companies earned abnormal returns of almost 25% from the time of Icahn’s initial investment through the sale of the company." I believe that as a result of our involvement, not only did all shareholders benefit, but that these companies became more productive and more competitive.

From our perspective as long-term and highly successful investors in the energy sector, we believe that the only way to release value at CVR is for the company to be sold or broken up at this time. With our tender offer, we are offering shareholders a win-win. If our offer is successful and our board nominees are elected, we believe that a sale of the company in an open auction process is possible, thus giving shareholders an opportunity for greater profit as a result of owning the contingent value right embedded in our offer.

But even if we are unable to sell the company, you the shareholders will still have received $30 per share for a stock that closed at $26.78 on March 13 and has never closed above our offer.

With your support, our tender offer can be successful and we will have the opportunity to demonstrate our value-creation abilities at CVR as we have done many times in the

Mosaic serious about ammonia plant, expects decision by the end of year

The Mosaic Co. President and CEO James Prokopanko recently told analysts that the company is serious about building a large anhydrous ammonia plant to fulfill the company’s internal needs for ammonia. The company currently produces about 500,000 st/y of ammonia at Faustina, La., but buys 1 million mt/y.

“We’ve now gotten serious – much more serious than we have been in the past about a nitrogen facility,” said Prokopanko. “We are ever more confident now that the gas prices are going to stay sustainably low in North America, and that is around the $5.00/mmBtu range or less. And I don’t know if it is going to stay much under $3.00/mmBtu.”

Mosaic is looking at a variety of options regarding gas, including long-term supply agreements, price contracts, formula pricing, and even buying a small gas field. “And we’re exploring all of those alternatives. And I think it’s only been recently that the realization has settled in with the gas producers that this $3.00/mmBtu might be the cap for a while.” However, Prokopanko noted that to date, the company has not found a gas supplier prepared to give it the kind of multi-year deal Mosaic would want, though he said the company will see if that changes with time.

Prokopanko also thinks the company would have permitting advantages to a plant in Louisiana and have access to a CO2 pipeline there.

Prokopanko said the company is doing its engineering and siting work. He expects a plant to be in the $1 billion range. “One thing we’ve done well, and that we’re proud of and we stick to is, these large projects on potash and phosphate, we’ve understood that if you do … extensive pre-engineering work, there is far less room for surprises on the capital spending.”

Prokopanko told analysts that if someone were interested in selling their nitrogen plant and it could serve Mosaic’s needs in Florida and Louisiana, the company would be interested. However, he doesn’t see too many nitrogen producers that are shy about their ownership. And he said Mosaic is not the only one right now that thinks investing in a nitrogen plant is a good idea.

Mosaic Executive Vice President-Operations James O’Rourke added that it is part of Mosaic’s goal to increase the total supply of ammonia, thereby building a new plant. He said buying someone else’s plant does not accomplish that purpose.

At this time, Prokopanko said the company is not at the point that it wants to actually produce so much ammonia that it would also become a seller of nitrogen. “We’re not saying no, but we feel confident that being self-sufficient is the right thing to do and that’s something we’ll consider further as we go forward. Now in doing that, we could build a plant or ten other people could build ammonia plants and the result is going to be cheap ammonia for everybody. And that might save us having to do the ammonia plant. So there’s a number of moving parts here, it just isn’t as simple as you might first think it to be.”

Magellan Midstream decides to keep NH3 pipeline

Magellan Midstream Partners LP recently revealed that it has opted not to sell its 1,100-mile anhydrous ammonia pipeline after all. When the company announced last year (GM Nov. 14, p. 1) that the pipeline was for sale, it noted that it would not be a “fire sale,” and that the company had no intention of selling the pipeline at any price.

Just last month, when Magellan released its earnings (GM Feb. 13, p. 8), it reiterated the same to analysts. Among the major factors for keeping the pipeline were that major hydrotesting for the line was completed in late 2011; tariffs have increased; ammonia volumes are up; and the pipeline has returned to profitability.

The pipeline had $4.3 million in operating income in 2011 on revenues of $23.6 million, up from 2010’s operating loss of $8 million on revenues of $14.9 million. 2011 operating margins were $7.3 million, up from 2010’s negative $4.1 million. Much of the hydrotesting was done in 2010, which contributed toward the loss.

The pipeline represents a very negligible part of Magellan’s total business, representing only 1 percent of 2011 consolidated revenues, operating margin, and total assets. As of Dec. 31, 2011, Magellan listed ammonia segment assets at $41.3 million.

The pipeline originates in Borger, Texas, and Enid and Verdigris, Okla., and terminates in Mankato, Minn. It transports to 13 delivery points along the system, including six owned by Magellan. The pipeline has three customers – Agrium Inc., Koch Nitrogen Co., and CF Industries Holdings Inc. – with each having a production facility and related storage and distribution facilities connected to the pipeline. Magellan has rolling three-year transportation agreements with the three customers, and each contains a ship-or-pay provision whereby each customer commits a tonnage that it expects to ship. If a customer fails to ship its annual commitment, that customer must pay for the unused pipeline capacity. Aggregate annual commitments from the customers for the period July 1, 2011, through June 30, 2012, are 550,000 st, although Magellan says the customers have typically shipped more than the annual commitments. 2011 volumes were 727,000 st versus 2010’s 462,000 st. The prospect of 94 million acres of corn in 2012, and more than 90 million in the next few years, should keep the pipeline busy.

Magellan regards railcars as the pipeline’s major competitor, with some limited competition in the far northern areas of its system by the other ammonia pipeline – owned by NuStar Energy – which originates in the Gulf Coast and transports both domestic and imported ammonia.

CVR Energy files to sell fert shares

CVR Energy Inc. has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission in connection with CVR Energy’s previously announced plan to sell a portion of its common units representing limited partner interests of CVR Partners, which produces nitrogen fertilizer at Coffeyville, Kan. As previously announced, CVR Energy intends to use the after-tax proceeds of the offering primarily to pay a special dividend to CVR Energy stockholders, and also to strengthen CVR Energy’s balance sheet. CVR Energy currently owns CVR Partners’ general partner and approximately 70 percent of its common units. The company is yet to announce exactly how many shares it will sell.

In other news, CVR Energy has announced that its annual stockholders meeting will be March 30, 2012. CVR expects to determine and announce the place, date, and time of the meeting in the near future. In addition to trying to buy CVR Energy, billionaire investor Carl Icahn is also seeking to elect nine members to the CVR board at the next shareholder meeting.

Ammonia

U.S. Gulf/Tampa: The markets remained quiet. Jitters over war with Iran caused some to fear its impact on ammonia. Higher Mideast prices have sellers arguing for a bump to Tampa numbers for April.

In the meantime, April NYMEX natural gas settled at $2.272/mmBtu on March 8. How much longer until it gets below $2.00/mmBtu?

In their recent earnings reports, nitrogen producers had been crowing about recent deals struck below $4.00/mmBtu. Now nitrogen producers don’t have to worry about raising ammonia prices; they just have to sit back and wait for gas prices to fall, and see their margins grow.

Eastern Cornbelt: The anhydrous ammonia market was unchanged at the $630-$640/st range FOB regional terminals, with the low reported in the Illinois market and the upper end out of Indiana terminals to the dealer.

Parts of southern Indiana and Illinois were cleaning up last week after the destructive tornadoes that churned through the area on March 2. Some of the worst damage was reported in the Henryville, Ind., area.

High wind warnings were issued again for northern Illinois and parts of northern Indiana and Ohio last week, and temperatures dropped from the 60s to the upper 30s on March 7 in some locations. The powerful winds also brought precipitation to the northern counties on March 7-8.

Western Cornbelt: The ammonia market had reportedly slipped to $585-$625/st FOB regional terminals, depending on location, with the low quoted in the Iowa and Nebraska markets on a spot basis. Retail ammonia prices were reported in the $750-$800/st range.

A western Iowa source talked of a small amount of ammonia moving to the field last week. One Iowa contact also reported movement of dries to the field in his location, but he noted that there is “not much left to do this spring” after the dry winter that allowed steady field activity in January and February.

Northern Plains: The anhydrous ammonia market remained at $620-$630/st FOB Minnesota terminals and $750/st DEL in the North Dakota market.

Colder temperatures were reported in central North Dakota at midweek, but elsewhere conditions continued to be described as dry and mild. So far this winter, Minneapolis has only seen 22 inches of snow, compared with a total of 86 inches last winter.

India: The price in the area remains hovering about $400/mt CFR. Sources say it will be a while before a major move on prices is seen.

One reason for the stagnation at this time is the maintenance shutdowns currently in place. Another reason is that the Indian budget for the next fiscal year will not be known for another week or so. Buyers tied to government operations are not able to make commitments for April deliveries until that budget is released.

Middle East: The talk of military strikes against Iran is heightening the fear ship owners have about picking up ammonia from Iranian producers.

Ship owners were already nervous about their status under the new sanctions being imposed on Iran by the U.S. and Europe. Then the rhetoric of possible military action against Iran last week added to the shippers’ jitters.

Prices from the Arab producers remain stable. For now, the product that is being turned out is finding a home. Additional tons may soon become available once Qafco 5 gets up to full operations later this month.

Urea

U.S. Gulf: Some observers last week continued to shake their heads over the volatile NOLA granular market, with prices stable one day and $40/st higher the next.
And that is exactly what happened last week. On Thursday morning, most were calling the NOLA granular prompt market at $500-$515/st FOB. However, by late in the day, new trades were reported within the $530-$540/st FOB range.

Why such an increase, so fast? Sources attributed it to a few things, with one being spot outages. Sources argued over the availability of tons, with some saying there simply is not that much product available, and when demand hits, prices go up.

Sources also argued over the availability of imports. Some said imports will be plentiful in the months to come, but others are saying the quantity is nothing special and that the U.S. may very well run short of urea in a year when the USDA is projecting 94 million acres of corn.

Sources also debated the degree of the volatility itself, with some saying it had been abnormal since September 2011, and others saying NOLA granular has always been a volatile product.

Until this week, players had been significantly discounting April product, putting a much higher premium on prompt or March product. Now, sources say there is not that much left for March and that April is getting much more attention, with those prices starting to shoot up as well. One player said quotes of $470/st for April had now moved to $490/st.

Eastern Cornbelt: Granular urea prices were pegged in the $540-$560/st FOB range in the Eastern Cornbelt region last week. Ohio sources quoted the market at $545/st FOB Cincinnati, while dealer reference levels were pegged as high at $580/st FOB northern Ohio terminals.

Western Cornbelt: Granular urea pricing in the Western Cornbelt covered a broad range as the week progressed. The low end of the range was reported early in the week at $535-$540/st FOB terminals in southern Missouri, but another run-up in NOLA barge prices fueled some strengthening terminal prices later in the week. In Iowa, the urea market was quoted in the $560-$585/st FOB range as the week advanced, with the upper end quoted in the western part of the state on March 8.

Retail urea pricing also covered a broad range due to the rapid increase in replacement costs. Iowa dealers said retail pricing varied from $520-$600/st FOB last week, “depending if you have inventory.”

Effective March 6, Koch’s urea postings in Oklahoma firmed to $560/st FOB Enid and Inola/Catoosa, up $10/st from the Feb. 28 list price. On March 7, however, Koch announced another increase, to $575/st FOB Enid and Inola/Catoosa.

Northern Plains: Granular urea was pegged at $550-$560/st FOB, with the low at the Twin Cities and the upper end FOB Sioux City, Iowa. In the North Dakota market, urea pricing had firmed to $570-$588/st FOB or DEL.

Sources reported lots of inquiries coming from growers and dealers as the urea price ratchets up, but actual movement remained on the backburner in the region. One South Dakota source said his area received some rains early in the week, but remained behind on moisture overall.

Northeast: Granular urea pricing in the Northeast had firmed to $535-$550/st FOB, with the low reported out of Pennsylvania shipping points on a spot basis. The dealer market FOB E. Liverpool, Ohio, was pegged in the $540-$550/st FOB range last week.

Eastern Canada: Granular urea pricing in Eastern Canada had firmed to $630-$645/mt FOB by early March, up some $55-$80/mt from last report, depending on location.
Ontario sources reported some fertilizer movement to the field in early March, with most activities limited to topdress applications of nitrogen on wint

Nitrogen Solutions

U.S. Gulf: UAN and ammonium nitrate were starting to follow urea last week, but certainly not by the leaps and bounds seen in the urea market itself.

Most were now calling UAN $270-$275/st ($8.44-$8.59/unit) FOB, saying any significant price movement for the product would only come when internal inventories start to be depleted.

Eastern Cornbelt: The UAN market was pegged at $10.50-$10.89/unit FOB regional terminals, with the low FOB the Cincinnati market. Ohio sources pegged the E. Liverpool market at the $10.75/unit FOB level in early March.

Rail-delivered UAN-32 was pegged in the $330-$340/st ($10.31-$10.63/unit) range in the Ohio and Indiana markets.

Western Cornbelt: The UAN-32 market remained at $339.20-$345/st ($10.60-$10.78/unit) FOB most terminals in the Western Cornbelt. An Iowa contact quoted retail UAN pricing in the $380-$410/st ($11.88-$12.81/unit) range last week.

Northern Plains:
UAN pricing in the Northern Plains was tagged at $10.78-$11.25/unit FOB regional terminals. Delivered UAN-28 was pegged in the $355-$365/st ($12.68-$13.04/unit) range in North Dakota, with the low for prompt and the upper end for prepay tons.

Northeast: Sources pegged the UAN-32 market at $308-$315/st ($9.63-$9.84/unit) FOB Baltimore, Md., last week, with the Savannah, Ga., market quoted at the $310/st ($9.69/unit) FOB mark. Some maintained that spot loads could still be pulled out of the Baltimore market for as low as $285/st FOB as UAN-30 ($9.50/unit) and $298/st FOB as UAN-32 ($9.31/unit), but others discounted those numbers.

Out of terminals in upstate New York, the UAN-32 market had reportedly slipped to $345-$350/st ($10.78-$10.94/unit) FOB.

The UAN vessel market was reported in the upper $290s/mt CFR for new quotes.

Eastern Canada: UAN-28 was pegged in the $355-$365/mt ($12.68-$13.04/unit) FOB range in Eastern Canada last week, down slightly from last report. One Ontario contact quoted the UAN-32 market at $407/mt ($12.72/unit) FOB in his trade area.

Ammonium Nitrate

U.S. Gulf: Barge prices are again moving upward. New sales were called $350-$355/st FOB, with sellers quoting $360/st FOB.

Western Cornbelt: The ammonium nitrate market was quoted at $400-$415/st FOB, up slightly from last report, with the upper end of the range reported in the Iowa market.

Eastern Canada: Ammonium nitrate pricing covered a broad range at $450-$540/mt FOB in Eastern Canada, with the low reported in the Montreal market and the upper end out of warehouses in Ontario. That pricing range was down from last report.