Australian chemical provider Incitec Pivot Limited announced Monday that it has agreed to sell its Waggaman, Louisiana ammonia manufacturing facility to the world’s major ammonia producer CF Holdings Inc. for $1.675 billion.
As part of an announced plan to spin off its explosives subsidiary, Dyno Nobel Americas, Incitec also secured a 25-year ammonia supply agreement from CF for up to 200,000 short tons of ammonia per year. The supply agreement, valued at $425 million and offset against the cash proceeds of the Waggaman transaction, secures ammonia at producer cost for DNA, which provides explosives for the mining and other industrial uses.
Latham & Watkins advised Incitec with a deal team led from Houston by partners Ryan Maierson and Lauren Anderson with Houston associates Ashley Nguyen, Monika Kluziak, Janhavi Das, and Brian Bruzzo.
Advice was also provided on project development matters by Washington, D.C. partner Paul Hunt, with Houston associate Shawn Beloin; on antitrust matters by Washington, D.C. partners Jason Cruise and Lindsey Champlin, with Washington, D.C. associate Ivy Ziedrich; on tax matters by Houston partners Tim Fenn and Jared Grimley, with Houston associate Mike Rowe; on benefits and compensation matters by Washington, D.C. partner Adam Kestenbaum, with Los Angeles associate Courtney Thomson; on real estate matters by San Diego partner Robert Frances and San Diego counsel Aaron Friberg, with San Diego associate Will Swanson.
Environmental matters were advised by Los Angeles/Houston partner Joshua Marnitz, with Washington, D.C. associate Andrew Landolfi; intellectual property by Washington, D.C. counsel Kieran Dickinson, with Washington, D.C. associate Kellye Quirk; data privacy by Houston/Austin counsel Robert Brown; on insurance matters by Los Angeles partner Drew Levin, with San Diego/Los Angeles associate Hannah Cary; on CFIUS matters by Washington, D.C. partner Les Carnegie, with Washington, D.C. associate Elliot Hecht; on finance matters by Houston partner Matt Jones, with Houston associate Max Fin; and on FCPA matters by Washington, D.C. partner Joseph Bargnesi.
J.P. Morgan Securities serves as Incitec Pivot’s financial advisor.
Skadden Arps advised CF Holdings, led by Rich Witzel and Ralph Pérez in Chicago. No Texas lawyers were involved.
IPL’s managing director Jeanne Johns described the transactions as “a pivotal step in the execution of our strategy to enhance the focus of our businesses on the high value technical and service needs of our explosives customers.”
Tony Will, CF Holdings president and CEO said the company plans to enhance the Waggaman facility to include energy transition technologies.
“We believe the Waggaman facility will fit seamlessly into our network, as well as our strategic focus on ammonia as a clean energy source, given its proximity and pipeline connection to our Donaldsonville, Louisiana, Complex, its distribution and logistics flexibility, and its favorable characteristics for the addition of carbon capture and sequestration (CCS) technologies to enable low-carbon ammonia production.”