CF INDUSTRIES HOLDINGS, INC. : Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements…

Item 1.01 Entry into a Material Definitive Agreement.

On January 28, 2022, CF Industries Holdings, Inc. ("CF Industries") and CFIndustries, Inc. ("CFI") entered into supplements to the indentures governingCFI's 3.450% Senior Notes due 2023 (the "2023 Notes"), 4.500% Senior SecuredNotes due 2026 (the "2026 Notes"), 5.150% Senior Notes due 2034 (the "2034Notes") and 4.950% Senior Notes due 2043 (the "2043 Notes"), and on January 31,2022, CF Industries and CFI entered into a supplement to the indenture governingCFI's 5.375% Senior Notes due 2044 (the "2044 Notes," and the 2023 Notes, the2026 Notes, the 2034 Notes, the 2043 Notes and the 2044 Notes being referred toherein in each case as a "series of Notes" and collectively as the "Notes"),with Wells Fargo Bank, National Association ("Wells Fargo"), as trustee (and,with respect to the 2026 Notes, as collateral agent). The supplement in the caseof each series of Notes provided for amendments of the applicable indenture toremove CF Industries' United Kingdom subsidiaries from the definition ofSignificant Subsidiary (as defined in such indenture) and from being consideredto be part of a group of subsidiaries of CF Industries that would, takentogether, constitute a Significant Subsidiary of CF Industries. In the case ofeach series of Notes, CFI received consent to such amendments from holders of amajority of the outstanding aggregate principal amount of such series of Notes.The amendments in the case of each series of Notes became operative onFebruary 1, 2022, upon payment by CFI of a consent fee to the consenting holdersof such series of Notes.

The foregoing description of the indenture supplements is qualified in itsentirety by reference to the full text of the supplements with respect to the2023 Notes, the 2026 Notes, the 2034 Notes, the 2043 Notes and the 2044 Notes,which are attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively,and incorporated herein by reference.

Wells Fargo is a lender under CFI's Revolving Credit Agreement (as definedbelow). Wells Fargo has advised CF Industries that Computershare Limited("Computershare") completed the acquisition of the assets of Wells FargoCorporate Trust Services on November 1, 2021, and that the trusteeships underthe indentures governing the Notes would transfer to an affiliate ofComputershare at a time to be determined. An affiliate of Computershare is thetransfer agent and registrar for CF Industries' common stock.

On January 27, 2022, CF Industries and CFI entered into that certain AmendmentNo. 1 to the Fourth Amended and Restated Credit Agreement, dated as of January27, 2022 (the "Credit Agreement Amendment"), with the lenders party thereto, theissuing banks party thereto and Citibank, N.A. ("Citibank") as administrativeagent. The Credit Agreement Amendment amended that certain Fourth Amended andRestated Credit Agreement, dated as of December 5, 2019 (as amended, restated,amended and restated, supplemented, waived or otherwise modified prior to thedate of the Credit Agreement Amendment, the "Existing Credit Agreement", theExisting Credit Agreement, as amended by the Credit Agreement Amendment, the"Revolving Credit Agreement"), among CF Industries, CFI, the lenders partythereto, the issuing banks party thereto and Citibank as administrative agent,to, among other things, exclude each of CF Industries' United Kingdomsubsidiaries and each of their subsidiaries from being a Material Subsidiary (asdefined in the Revolving Credit Agreement) of CF Industries under the RevolvingCredit Agreement. The Credit Agreement Amendment also (i) changed the thresholdabove which a subsidiary would constitute a Material Subsidiary from 5% of theconsolidated total assets of CF Industries and its subsidiaries to 10% ofconsolidated total assets of CF Industries and its subsidiaries and (ii)replaced the threshold above which a subsidiary would constitute a MaterialSubsidiary from 5% of consolidated gross sales of CF Industries and itssubsidiaries to 10% of consolidated EBITDA of CF Industries and itssubsidiaries. Furthermore, the Credit Agreement Amendment changed the referencerate for (i) borrowings under the Revolving Credit Agreement denominated inEuros from LIBOR to EURIBOR and (ii) borrowings under the Revolving CreditAgreement denominated in Sterling from LIBOR to SONIA.

The foregoing description of the Credit Agreement Amendment is qualified in itsentirety by reference to the full text of the Credit Agreement Amendment, whichis attached hereto as Exhibit 4.6 and incorporated herein by reference.

Each of the lenders and issuing banks party to the Revolving Credit Agreement,Citibank and certain of their respective affiliates have performed or may in thefuture perform various commercial banking, lending, investment banking,financial advisory, trustee, hedging or other services for CF Industries, CFIand subsidiaries and affiliates of CF Industries and CFI for which they havereceived or will receive fees and reimbursement of expenses.

Item 3.03 Material Modification to Rights of Security Holders.

The information in Item 1.01 of this report with respect to the 2023 Notes, the2034 Notes, the 2043 Notes and the 2044 Notes is incorporated by reference inthis Item 3.03.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description of Exhibit

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded

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CF INDUSTRIES HOLDINGS, INC. : Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements...