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UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

In the Matter of 

Docket No. C-4277 

AGRIUM INC., 

a corporation. 

PETITION OF AGRIUM, INC. TO REOPEN AND SET ASIDE ORDERS 

Pursuant to Section 5(b) of the Federal Trade Commission Act ("FTC 

Act"), 15 U.S.C. § 45(b), and Section 2.51 of the Commission's Rules of Practice and 

Procedure, 16 C.F.R. § 2.51, Agrium, Inc. ("Agrium"), Respondent in the abovecaptioned matter, hereby petitions the Federal Trade Commission ("Commission") to 

reopen and set aside the Commission's Decision and Order ("Consent Agreement"), 

dated February 3, 2010, and the Order to Hold Separate and Maintain Assets ("Hold 

Separate Order"), dated December 22, 2009 (collectively, the "Orders") in their 

entireties. 

The Orders were premised upon Agrium's acquisition ofCF Holdings, 

Inc. ("CF"). But at the time the Orders were issued, CF was itself attempting to acquire 

another company, Terra Industries, Inc. ("Terra"). CF's efforts to acquire Terra were 

ultimately successful, and Agrium abandoned its plans to acquire CF as a result. 

Accordingly, there has been a material change in fact.and circumstances that renders the 

provisions of the Orders unnecessary. Agrium will not proceed with the proposed 

acquisition of CF due to CF's acquisition of Terra, and thus, the Orders' remedial 
measures are no longer required to preserve competition in the relevant markets defined 

by the Commission's complaint in this matter ("Complaint"). Additionally, the Orders 

no longer serve the public interest. 

1. Factual Background 

On February 25,2009, Agrium proposed to acquire all of the voting shares 

ofCF for approximately $3.6 billion. After CF rejected this proposal, Agrium 

periodically increased the price of its offer, culminating in a proposal of approximately 

$4.5 billion on November 5, 2009. On December 22,2009, the Commission accepted, 

subject to final approval, an Agreement Containing Consent Orders, the Hold Separate 

Order and the Consent Agreement that would have allowed Agrium to acquire CF subject 

to certain divestitures and other relief. Final approval was granted on February 3, 2010. 

The Orders would have settled the Commission's Complaint, which was issued 

simultaneously and alleged that Agrium's acquisition of CF would have anti competitive 

effects in certain relevant markets, violating Section 5 of the FTC Act, as amended 15 

U.S.C. § 45, and Section 7 of the Clayton Act, as amended 15 U.S.C. § 18. 

The Orders required, among other obligations, that Agrium divest itself of 

terminal assets in Illinois and the Pacific Northwest, terminate its distribution agreement 

with Rentech Energy Midwest Corporation, maintain and hold separate its Marseilles, 

Illinois terminal ("Marseilles Terminal"), and periodically inform the Commission of the 

steps Agrium had taken to maintain and hold separate the Marseilles Terminal. Consent 

Agreement ~~ ILA, lILA, IV.A, IX.A; Hold Separate Order ~ II. 

Though the Complaint and Orders were premised on the consummation of 

the Agrium-CF acquisition, Agrium announced on March 11,2010 that it would not go 

forward with the acquisition. Instead, Agrium let its outstanding offer to CF expire on 

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March 22,2010. See Press Release, Agrium, Agrium to Terminate Offer to Acquire CF 

Industries (Mar. 11,2010) available at http://www.agrium.comlnewsI1578.jsp. Agrium 

made this decision after CF acquired Terra, thereby changing the contours of the 

proposed acquisition. Following the acquisition of Terra by CF, and as stated in the 

accompanying Affidavit in Support of Petition of Agrium, Inc. to Reopen and Set Aside 

Orders ("Affidavit"), Agrium no longer intends to pursue an acquisition of CF and has 

withdrawn its pre-merger notification filing. Affidavit ~~ 12, 13, attached as Exhibit A. 

II. Argument 

Because the CF -Terra acquisition and subsequent termination of the 

proposed Agrium-CF acquisition constitute a material change in fact, and because there is 

no public interest served by keeping the Orders in place, the Commission should reopen 

and set aside the Consent Agreement and the Hold Separate Order in their entireties. 

A. Legal Standard for Reopening and Setting Aside an Order 

Section 5(b) of the Federal Trade Commission Act, 15 U.S.c. § 45(b), and 

Section 2.51 of the Commission's Rules of Practice, 16 C.F.R. § 2.51, provide that, upon 

the request of a party, the Commission shall reopen an order and consider whether it 

should be modified if the party establishes "a satisfactory showing that changed 

conditions of law or fact require the rule or order to be altered, modified, or set aside, in 

whole or in part, or that the public interest so requires." 16 C.F.R. § 2.51(b) (2010). A 

request to reopen is sufficient when it "identifies significant changes in circumstances 

and shows that the changes eliminate the need for the order or make continued 

application of it inequitable or harmful to competition." In re Eli Lilly and Co., Docket 

No. C-3594, Order Reopening and Setting Aside Order, 127 FTC 577, 578 (May 13, 

1999). Reopening is also appropriate where a respondent makes "a prima facie showing 

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of a legitimate 'public interest' reason or reasons justifying relief." 65 Fed. Reg. 50637 

(Aug. 21, 2000). Once the Commission reopens an Order, it then proceeds to balance the 

reasons favoring the requested modification against any reasons disfavoring the 

modification. The Commission will also consider whether the particular modification 

sought is appropriate to remedy the identified harm. 16 C.F.R. § 2.51 (2010). Agrium 

respectfully asserts that both the changed circumstances and public interest standards are 

met. 

B. The Changed Conditions of Fact Warrant Reopening and Setting 

Aside the Orders 

The stated purpose of the remedial actions in the Commission's Consent 

Agreement is to "remedy the lessening of competition resulting from the Agrium-CF 

Acquisition as alleged in the Commission's Complaint." Consent Agreement ~ IV.B. 

Similarly, the purpose of the Hold Separate Order is to facilitate the purpose of the 

Consent Agreement in remedying the lessening of competition as alleged in the 

Complaint. See Hold Separate Order ~~ ILD, IILE, IV.C, V.D, and VLF. The 

Complaint, in turn, hinged on the fact that the Commission believed that the proposed 

Agrium-CF acquisition would violate the Clayton and Federal Trade Commission Acts. 

See Compl. 1. The acquisition in question, however, never occurred. As affirmed in the 

accompanying Affidavit, Affidavit ~~ 12, 13, attached as Exhibit A, and stated in a Press 

Release dated March 11, 2010, "Agrium ... will no longer pursue an acquisition of CF 

Industries Holdings Inc. or the election of its nominees to the CF board of directors." See 

Press Release, Agrium, supra. According to Commission precedent, termination of a 

transaction constitutes a change in fact sufficient to vacate an order because it eliminates 

any need for it. In re Johnson & Johnson Corp., Docket No. C-4154, Order Reopening 

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and Setting Aside Order, at *4 (May 25, 2006). Without the Agrium-CF acquisition, the 

factual underpinnings of the Commission's Complaint and subsequent Orders have been 

eliminated. 

C. The Public Interest Warrants Reopening and Setting Aside the 

Orders 

Because Agrium has abandoned the proposed acquisition ofCF, no public 

interest is served by keeping the Orders in place. In addition to serving no benefit, the 

Orders impose significant costs on Agrium. The Orders limit how Agrium conducts 

business at its Marseilles Terminal: limiting Agrium from transferring or firing 

employees; requiring it to maintain current contracts; requiring it to continue existing 

levels of maintenance and continue with previously-planned improvements; preventing it 

from selling any part of the Marseilles Terminal property or using it as collateral; 

requiring Agrium to maintain corporate financial support; and requiring it continue 

EH&S and engineering support services. Affidavit ~ 9, attached as Exhibit A. 

In addition, the Orders require Agrium to submit periodic reports to the 

FTC documenting Agrium's compliance with the Orders. These reports require 

considerable attention from Agrium' s executives, attorneys and staff. Affidavit ~ 10, 

attached as Exhibit A. They must interview staff and review records to ensure that 

Agrium has continued to hold separate and maintain the Marseilles Terminal. Id. These 

costs create no value and are passed on to Agium's customers and its shareholders. 

The public interest is best served by setting aside the Orders. Both 

because the Orders' costs outweigh their benefit and because "clearing the marketplace of 

outdated orders can often be one of the most pro-competition and pro-consumer activities 

an agency can perform." In reLaFarge S.A., Docket No. C-4014, Petition of LaFarge 

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S.A. To Reopen and Set Aside Order at *8 n.l4 (FTC Apr. 29, 2005) (quoting FTC Press 

Release (Aug. 9,1995) (remarks of Chairman Pitofsky». Agrium's request to set aside 

the Orders and eliminate unnecessary costs and burdens is therefore consistent with the 

"pro-competition" and "pro-consumer" goals of the Commission. Press Release, FTC, 

FTC to "Sunset" Existing Administrative Orders Automatically after 20 Years, under 

New Rule (November 20, 1995) available at http://www.ftc.gov/opa/1995111/sun3.shtm; 

Bureau of Competition, FTC, Competition Counts: How Consumers Win When 

Businesses Compete, available at 

http://ftc.gov/bc/edu/pubs/consumer/general/zgenO 1. pdf. 

III. Conclusion 

For the foregoing reasons, Agrium respectfully requests that the 

Commission set aside the Consent Agreement and the Hold Assets Order in their 

entireties. 

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~gJ~ 

~s PAUL, WEISS, RIFKIND, 

WHARTON & GARRISON, LLP 

2001 K Street N.W. 

Washington, D.C. 20006 

Tel: 202-223-7300 

Fax: 202-223-7420 

j simons@paulweiss.com 

Counsel for Agrium, Inc. 
Exhibit A 
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UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

In the Matter of 

Docket No. C-4277 

AGRIUM INC., 

a corporation; 

AFFIDAVIT OF JONI PAULUS IN SUPPORT OF PETITION OF AGRIUM~ INC. 

TO REOPEN AND SET ASIDE ORDERS 

I, Joni Paulus, hereby state as follows: 

1. I am General Counsel of Agrium, Inc., a company organized, existing, and 

doing business under the laws of Canada. 

2. I submit this affidavit, in support of Agrium' s Petition to Reopen and Set 

Aside Orders ("Petition"). 

3. On February 25,2009, Agrium proposed to acquire all of the voting shares 

ofCF for approximately $3.6 billion. CF rejected this offer, and Agrium periodically 

increased its proposed purchase price, finally offering approximately $4.5 billion on 

November 5, 2009. 

4. On December 22,2009, the Commission accepted, subject to final 

approval, an Agreement Containing Consent Orders, an Order to Hold Separate and 

Maintain Assets, and a Proposed Decision and Order ("Proposed Consent") (collectively, 

the "Orders") that would have allowed Agrium to acquire CF subject to certain 

divestitures and other relief in order to settle the Commission's simultaneously-issued 

complaint alleging that the acquisition would have anti competitive effects in certain 

relevant markets. 

5. On February 3, 2010, the Commission made the Proposed Consent final. 

Agrium has provided all of the reports required by the Orders and complied with the 

other provisions of the Orders as well. 

6. I have read and am familiar with the Decision and Order ("Consent 

Agreement") dated February 3,2010, and the Order to Hold Separate and Maintain 

Assets ("Hold Separate Order") dated December 22, 2009. 

7. The Orders require Agrium to, among other obligations, retain all interest 

in its Marseilles, IL terminal ("Marseilles Terminal';), maintain the employees of the 

Marseilles Terminal, maintain relationships with the terminal's current vendors and 
suppliers, continue maintenance and planned upgrades, and maintain financial, EH&S. 

engineering, and corporate support for the Marseilles Tenninal. 

8. As General Counsel, I am familiar with Agrium's efforts to comply with 

the Orders, and have assisted in the preparation of the compliance filings Agrium has 

submitted to the Commission pursuant to the Orders documenting its efforts to hold 

separate and maintain the Marseilles Terminal. Prior to the finalization of the Consent 

Agreement, these compliance filings were due every thirty days. They are now due every 

sixty days. 

9. The Orders constrain how Agrium operates the Marseilles Terminal. For. 

example, Agrium cannot fire workers or transfer them from the Marseilles Tenninal to 

another part of the company. Agrium must maintain current standards of maintenance 

and continue planned upgrades regardless of whether those upgrades are in the best 

interest of Agrium. It must maintain current relationships with suppliers and vendors, 

and it must maintain financial, EH&S, engineering and corporate support for the 

Marseilles Terminal. 

10. In addition, the 60~dayreports require Agrium'slawyers and senior 

executives to conduct an investigation including interviewing staff and reviewing records 

to ensure that Agrium's compliance obligations have been met. The cost in lawyer fees 

and employee time of these reports is in the thousands of dollars per report. 

11. On March 12,2010, CF entered into a merger agreement with Terra 

Industries, Inc. ("Terra"). 

12. Given CF's proposed merger with Terra, Agrium declared that it would 

not proceed with its proposed acquisition ofCF. 

13. Agrium' s outstanding bid to acquire all of CF' s voting shares expired on 

. March 22, 2010. Agrium has withdrawn its HSR filing and no longer intends to pursue 

an acquisition of CF. Attached as Exhibit 1 is a letter from Joseph J. Simons, Counsel for 

Agrium, withdrawing Agrium's HSR filing. 

* * * 

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury under the laws of 

the United States of America that the foregoing is true and correct. 

/ 

Executed Novemberl9, 2010 r ~-+~~L-____ ~~---
Exhibit 1 
PAUL. WEISS, RIFKIND, WHARTON & GARRISON LLP 

2001 K STREET, NW 

WASHINGTON, DC 20006-1047 

TELEPHONE (202) 223-7300 

LLOYD K. GARRISON (1946-1991) 

RANDOLPH E. PAUL (1946-1956) 

SIMON H. RIFKIND (1950-1995) 

LOUIS S. WEISS (1927-1950) 

JOHN F.WHARTON (1927-1977) 

WRITER'S DIRECT DIAL NUMBER 

(202) 223-7370 

WRITER'S DIRECT FACSIMILE 

(202) 204-7370 

WRITER'S DIRECT E-MAIL ADDRESS 

jsimons@paulweiss.com 

1285 AVENUE OF THE AMERICAS 

NEVV YORK, NY 10019-6064 

TELEPHONE (212) 373-3000 

UNIT 3601, FORTUNE PLAZA OFFICE TOWER A 

NO.7 DONG SANHUAN ZHONGLU 

CHAO YANG DISTRICT 

BEIJING t 00020 

PEOPLE'S REPUBLIC OF CHINA 

TELEPHONE (86-10) 5928-6300 

12TH FLOOR. HONG KONG CLUB BUILDING 

3A CHATER ROAD, CENTRAL 

HONG KONG 

TELEPHONE (852) 2846~0300 

ALDER CASTLE 

10 NOBLE STREET 

LONDON EC2.V 7JU, U.K. 

TELEPHONE (44 20) 7367 1600 

FUKOKU SEIMEI BUILDING 

2-2 UCHISAIWAICHO 2-CHOME 

CHIYODA~KU, TOKYO 100-0011. JAPAN 

TELEPHONE (9t-3) 3597~8t01 

500 DELAWARE AVENUE. SUITE 200 

POST OFFICE BOX 32 

WILMINGTON, DE 19899-0032 

TELEPHONE (302) 655-4410 

November 23,2010 

Via Facsimile and Hand Delivery 

Premerger Notification Office 

Bureau of Competition, Room 303 

Federal Trade Commission 

600 Pennsylvania Avenue, N.W. 

Washington, DC 20580 

Attention: Mr. B. Michael Verne 

Department of Justice 

Antitrust Division, Office of Operations 

Premerger Notification Unit 

950 Pennsylvania Avenue, N.W. Room 3335 

Washington, DC 20530 

PARTNERS RESIDENT IN WASHINGTON 

CRAIG A. BENSON HENK BRANDS 

PATRICK S. CAMPBELL CHARLES E. DAVIDOW 

KENNETH A. GALLO JULIA TARVER MASON 

MARK F. MENDELSOHN" ALEX YOUNG K. OH 

ROBERT P. PARKER JOSEPH J. SIMONS 

BETH A. WILKINSON 

PARTNERS NOT RESIDENT IN WASHINGTON 

MATTHEW w. ABBOTT'" ALLAN J. ARFFA"" ROBERT A. ATKINS'" JOHN F. BAUGHMAN"" LYNN B. BAYARD* DANIEL J. BELLER MITCHELL L. BERG" MARK S. BERGMAN BRUCE BIRENBOIM'" H. CHRISTOPHER BOEHNING'" ANGELO BONVINO"" JAMES L. BROCHIN RICHARD J. BRONSTEIN* DAVID w. BROWN SUSANNA M. BUERGEL* JEANETTE K. CHAN'" YVONNE Y. F. CHAN" LEWIS R. CLAYTON JAY COHEN KELLEY A. CORNISH'" DOUGLAS R. DAVIS'" THOMAS V. DE LA BASTIDE III"" ARIEL J. DECKELBAUM* JAMES M. DUBIN ALICE BELISLE EATON" ANDREW J. EHRLICH LESLIE GORDON FAGEN MARC FALCONE'" ANDREW C. FINCH ROBERTO FtNZI PETER E. FISCH" ROBERT C. FLEDER* MARTIN FLUMENBAUM ANDREW J. FOLEY'" HARRIS 8. FREIDUS* MANUEL S. FREY MICHAEL E. GERTZMAN'" PAUL D. GINSBERG'" ROBERT D. GOLDBAUM"" ERIC s. GOLDSTEIN'" ERIC GOODISON"" CHARLES H. GOOGE, JR. "" ANDREW G. GORDON It 

BRUCE A. GUTENPLAN* GAINES GWATHMEY, III'" ALAN S. HALPERIN* CLAUDIA HAMMERMAN* GERARD E. HARPER BRIAN S. HERMANN"" ROBERT M. HIRSH"" MICHELE HIRSHMAN* JOYCE S. HUANG'" DAVID S. HUNTINGTON"" MEREDITH J. KANE"" ROBERTA A. KAPLAN"" BRAD S. KARP'" JOHN C. KENNEDY" 

"'NOT AN ACTIVE MEMBER OF THE DC BAR 

ALAN W. KORNBERG DANIEL J. KRAMER* DAVID K. LAKHDHIR STEPHEN P. LAMB* JOHN E. LANGE" DANIEL J. LEFFELL'" XIAOYU GREG LlU"" JEFFREY D. MARELL"" MARCO V. MASOTTI'" EDWIN S. MAYNARD" DAVID W. MAYO'" ELIZABETH R. McCOLM" TOBY S. MYERSON'" JOHN E. NATHAN"" CATHERINE NYARADY* JOHN J. O'NEIL KELLEY D. PARKER* MARC E. PERLMUTTER* MARK F. POMERANTZ'" VALERIE E. RADWANER* CAREY R. RAMOS CARL L. REISNER"" WALTER G. RICCIARDI WALTER RIEMAN" RICHARD A. ROSEN'" ANDREW N. ROSENBERG"" PETERJ. ROTHENBERG* JACQUELINE P. RUBIN RAPHAEL M. RUSSO" JEFFREY D. SAFERSTEIN* JEFFREY B. SAMUELS"" DALE M. SARRO TERRY E. SCHIMEK* KENNETH M. SCHNEIDER* ROBERT B. SCHUMER'" JAMES H. SCHWAB* STEPHEN J. SHIMSHAK* DAVID R. SICULAR" MOSES SILVERMAN* STEVEN SIMKIN* MARILYN SOBEL'" TARUN M. STEWART* ERIC ALAN STONE* AIDAN SYNNOTT* ROBYN F. TARNOFSKY* JUDITH R. THOYER* DANIEL J. TOAL* MARK A. UNDERBERG'" L1ZA M. VELAZQUEZ"" LAWRENCE G. WEE'" THEODORE V. WELLS, JR. STEVEN J. WILLIAMS" LAWRENCE I. WITDORCHIC"" JORDAN E. YARETT" KAYE N. YOSHINO* TONG YU"" TRACEY A. ZACCONE* T. ROBERT ZOCHOWSKI, JR.* 

Re: Premerger Notification and Report Forms of Agrium Inc. 

Transaction Numbers 2010-0094 and 2010-0095 

Ladies and Gentlemen: 

On behalf of Agrium Inc., as acquiring person, I hereby withdraw, 

effective immediately, the above-referenced Premerger Notifications filed with respect to 

proposed acquisitions of voting securities of Terra Industries Inc. (2010-0094) and CF 

Industries Holdings, Inc. (2010-0095). By copy of this letter, I am notifying Robert S. 

Tovsky and Eric D. Rohlck of the Federal Trade Commission of this withdrawal. 

Doc#: USI :6441218vl 
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 

Kindly acknowledge receipt of this letter by stamping the enclosed copy 

and returning it to our waiting messenger. 

If you have any questions, please call me at (202) 223-7370. 

Very truly yours, 

Enclosure 

cc: Eric D. Rohlck, Esq. 

Robert S. Tovsky, Esq. 

Doc#: USl:6441218vl 

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