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Terra Nitrogen announces intent to voluntarily delist from the New York Stock Exchange

Published by
World Fertilizer,

As previously announced by Terra Nitrogen Company, L.P. (TNCLP) on 7 February 2018, Terra Nitrogen GP Inc., a Delaware corporation and the sole general partner of TNCLP, has elected to exercise the right, assigned to TNGP by TNCLP, to purchase all of the issued and outstanding Common Units not already owned by TNGP or its affiliates on 2 April 2018 for a cash purchase price of US$84.033 per Common Unit in accordance with TNCLP’s partnership agreement.

As a result of the purchase, TNCLP will become a wholly owned subsidiary of CF Industries Holdings, Inc., and there will no longer be a public market for the Common Units.

TNCLP announced that it has submitted written notice to the New York Stock Exchange (NYSE) of its intention to withdraw voluntarily its common units representing limited partner interests (Common Units) from listing on the NYSE and from registration on the NYSE under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act). TNCLP intends to file a Form 25 with the Securities and Exchange Commission (SEC) on 22 March 2018 to delist the Common Units and withdraw the Common Units from registration. The Common Units will continue to be listed through 1 April 2018 and will no longer be listed on 2 April 2018. TNCLP intends to file a Form 15 with the SEC on 2 April 2018 to notify the SEC of the suspension of its reporting obligations under the Exchange Act.

The election to purchase the publicly held Common Units and withdraw the Common Units from listing on the NYSE and from registration on the NYSE under Section 12(b) of the Exchange Act was made in order to reduce the complexity, costs and administrative burdens associated with maintaining TNCLP as a publicly traded company. TNCLP has not arranged for listing and/or registration of the Common Units on another national securities exchange or for quotation of the Common Units in a quotation medium.

As of the date of the filing of the Form 15, TNCLP’s obligation to file certain reports under the Exchange Act, including its annual, quarterly and periodic reports, will immediately be suspended, and other filing requirements will terminate upon the effectiveness of the deregistration of the Common Units, which should occur 90 days after the filing of the Form 25.

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