UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES DCAND ~~20549~~EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 714, 2018

~~Terra~~TERRA ~~Nitrogen~~NITROGEN ~~Company~~COMPANY, L.P.

(Exact name of registrant as specified in its charter)

Delaware	033-43007	73-1389684
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

4 Parkway North, Suite 400 Deerfield, Illinois		60015
4 Parkway North, Suite 400Deerfield, Illinois		60015
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (847) 405-2400

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~as defined in~~ Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 12.0102. Results ~~Entry~~of ~~into~~Operations aand ~~Material~~Financial ~~Definitive Agreement~~Condition.

On February 714, 2018, Terra Nitrogen Company, L.P., a Delaware limited partnership ~~(“TNCLP”)~~, ~~entered~~issued ~~into an assignment and assumption agreement (the “Agreement”) with Terra Nitrogen GP Inc.,~~ a ~~Delaware~~press ~~corporation~~release ~~(“TNGP”),~~announcing ~~under which TNCLP assigned to TNGP the right to acquire all of the issued and outstanding common units representing limited partner interests in TNCLP held by persons other than TNGP and~~ its ~~affiliates.~~results ~~The~~for ~~description of~~ the ~~Agreement~~quarter ~~contained~~ended ~~in this Current Report on Form~~December ~~8-K is qualified in its entirety by reference to the complete text of the Agreement~~31, a2017. ~~copy~~The ofpress ~~which~~release is ~~filed~~attached hereto as Exhibit 10 99.1 ~~to this Current Report on Form 8-K and incorporated herein by reference~~.

~~TNGP~~The isinformation ~~the~~set ~~sole~~forth ~~general~~herein, ~~partner~~including ofthe ~~TNCLP.~~exhibit ~~Affiliates~~attached ofhereto, ~~TNGP~~shall ~~currently~~not ~~hold~~be ~~approximately~~deemed ~~75.1%~~"filed" offor ~~the~~purposes ~~outstanding common units~~ of ~~TNCLP~~Section ~~and~~18 ~~all~~ of the ~~outstanding~~Securities ~~Class B~~Exchange ~~common~~Act ~~units~~ of ~~TNCLP.~~1934, ~~TNCLP~~as isamended, ~~party~~nor toshall ~~several~~it ~~agreements~~be ~~with~~deemed anincorporated ~~affiliate~~by ofreference ~~TNGP~~in ~~relating~~any tofiling under the ~~operation~~Securities Act of ~~TNCLP’s~~1933, ~~business~~as ~~and~~amended, ~~the~~except ~~sale~~as ofshall ~~the~~be ~~fertilizer~~expressly ~~products~~set ~~produced~~forth atby ~~TNCLP’s~~specific ~~Verdigris~~reference ~~facility~~in any such filing.

Item 89.01. Financial ~~Other~~Statements ~~Events~~and Exhibits.

On February 7, 2018, TNCLP issued a press release announcing that, on such date, TNGP has elected to exercise the right, assigned to TNGP by TNCLP, to purchase all of the issued and outstanding common units representing limited partner interests in TNCLP not already owned by TNGP or its affiliates for a cash purchase price, determined in accordance with TNCLP’s partnership agreement, of $84(d) Exhibits.~~033 per unit. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.~~

Item 9.01 Financial Statements and Exhibits.



Exhibit No.		Description of Exhibit
99.1		Press release dated February 14, 2018

~~(d) Exhibits.~~2

Exhibit Number		Description of Exhibit
10.1		Assignment and Assumption Agreement, dated as of February 7, 2018, by and between Terra Nitrogen Company, L.P. and Terra Nitrogen GP Inc.
99.1		Press release dated February 7, 2018

SIGNATURES

2Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES



		TERRA NITROGEN COMPANY, L.P.
		By:	Terra Nitrogen GP Inc.
		Its:	General Partner


		By:	/s/ Dennis P. Kelleher
		Name:	Dennis P. Kelleher
		Title:	Senior Vice President and Chief Financial Officer
Date:	February 14, 2018

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~3

Date: February 7, 2018	TERRA NITROGEN COMPANY, L.P.
	By:	Terra Nitrogen GP Inc.
	Its:	General Partner
	By:	/s/Douglas C. Barnard
		Name: Douglas C. Barnard
		Title: Senior Vice President, General Counsel, and Secretary

Filing Compare · TERRA NITROGEN CO L P /DE