Dennis P. Kelleher - CF Industries Holdings, Inc.
Management
Sure, Joel. This is Dennis. I think you're right, and we said that in our prepared remarks that, basically, those things were taken out in September as part of financing the OCI deal. At the time we did that, we weren't in a position to issue registered debt or even 144A debt because we wouldn't have had the requisite financial information we needed to issue that. So, what we did is we looked at a couple of options. We looked at potentially taking out a three-year or five-year term loan to provide the financing. And the reason we rejected that option was because, effectively, if you look at the post closing of the OCI deal, there would have been, had we done that, around $4 billion worth of maturities occurring between sort of 2016 and 2020, 2021. And that was a concentration of maturities that really wasn't – that was a bit high risk for us. So, what we did, instead, is we went to the private placement market where we could basically throw a lot of those maturities further out to 2025 and also 2027, so that we would have a more laddered effect. Now, with the business that we intended to have coming out of that deal, which would have included three new operating plants and through time, significantly less debt and also, the operating environment that we foresaw at that time, the covenant structure in the private placement notes was not perceived to be problematic. But a couple of things happened since that point in time. A, we didn't do the CHS – we didn't do the OCI deal and so then we never got the three additional operating plants. In addition to that and certainly with respect to third quarter, things turned out a bit more adverse than we had anticipated. And so, with that highlighted to us with the need to make sure that with respect to our long dated capital, that the long dated capital that we had in place to finance the business should be long dated capital that is consistent with a business that is cyclical and goes through ups and downs and is robust to that from a covenant perspective. And the reason that that's important to us is because having a more appropriate set of covenants gives us the flexibility, as I said, with respect to the revolving credit facility to continue to pay the dividend and do other things on the equity side that would be more difficult otherwise. And so, the actions we're taking here are really around reducing the risk and uncertainty around that sort of stuff and putting our capital structure in a framework that's far more appropriate for the type of business that we are today and the environment we are in.