CF Industries Announces $1,250,000,000 Senior Secured Notes Offering

CF Industries Holdings, Inc. (NYSE: CF) today announced that its wholly owned subsidiary CF Industries, Inc. intends to offer $1,250,000,000 aggregate principal amount of senior secured notes (the "Notes"), subject to market and other conditions. The Notes would be guaranteed on a senior secured basis, jointly and severally, by CF Industries Holdings, Inc. and certain of its domestic subsidiaries (other than the issuer of the Notes) that would guarantee obligations under CF Industries' revolving credit facility.

CF Industries intends to use the net proceeds from the offering of the Notes, together with cash on hand and/or borrowings under its revolving credit facility, to prepay the $1.0 billion principal amount of its senior notes due 2022, 2025 and 2027 and to pay the related make-whole amount (estimated at approximately $210 million based on market interest rates on October 31, 2016) and related fees and expenses. CF Industries intends to use for general corporate purposes any net proceeds from the offering of the Notes in excess of the amount required for the senior notes prepayment, including the make-whole amount, and related fees and expenses.

The Notes will be sold to qualified institutional buyers in reliance on Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S. The Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Safe Harbor Statement

All statements in this communication by CF Industries Holdings, Inc. (together with its subsidiaries, the "Company"), other than those relating to historical facts, are forward-looking statements. Forward-looking statements can generally be identified by their use of terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will" or "would" and similar terms and phrases, including references to assumptions. Forward-looking statements are not guarantees of future performance and are subject to a number of assumptions, risks and uncertainties, many of which are beyond the Company's control, which could cause actual results to differ materially from such statements. These statements may include, but are not limited to, statements about strategic plans and statements about future financial and operating results.

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