CF Industries Holdings Inc. made a $2.1 billion hostile bid for rival fertilizer manufacturer Terra Industries Inc. in January and last month found itself the target of a $3.6 billion unsolicited approach from Agrium Inc. Deerfield, Ill.-based CF tapped the same counsel and bank that it used on its $661 million initial public offering in 2005. Brian Duwe and Richard Witzel Jr. at Skadden, Arps, Slate, Meagher & Flom LLP in Chicago are advising the hunter-turned-prey along with Morgan Stanley, where Rob Kindler is teaming with natural resources specialist Richard Robinson. CF is also using Randy Hazelton at Rothschild.

Faiza Saeed of Cravath, Swaine & Moore LLP and Martin Lipton and David Karp of Wachtell, Lipton, Rosen & Katz are jointly representing Terra. Cravath has advised the target for about four years, while Lipton knew a few members of the Terra board. Terra is also using David DeNunzio at Credit Suisse Group and Joele Frank and Matt Sherman at Joele Frank, Wilkinson Brimmer Katcher in New York for media relations.

Agrium, which unveiled its bid on Feb. 25, turned to Patrick Finnerty of Blake, Cassels & Graydon LLP and Matthew Abbott, Edwin Maynard and Robert Schumer of Paul, Weiss, Rifkind, Wharton & Garrison LLP. The same two firms advised the Calgary, Alberta, company on its 2007 acquisition of Greeley, Colo.-based UAP Holding Corp. for $2.65 billion while Blakes also worked for Agrium on its 2006 hostile takeover of Royster-Clark Ltd.

Blake's Finnerty, Agrium's longtime outside counsel, introduced Agrium to Paul Weiss about five years ago.

Agrium is using Jamie Anderson, Bill Volk and Gordon Bell at RBC Capital Markets Corp. as well as Scotia Capital for banking advice.

CF Industries went public with its offer on Jan. 15 and has nominated a slate of directors to Terra's board, which is staggered into three classes. The three nominees are: John Lilly, a former chief executive of Pillsbury Co.; David Wilson, president and CEO of the Graduate Management Admission Council and a former Ernst & Young LLP managing partner; and Irving Yoskowitz, former executive vice president and general counsel of Constellation Energy Group Inc. and of Baltimore Gas & Electric Co.