RENTECH, INC. (NASDAQ:RTK) Files An 8-K Termination of a Material Definitive AgreementItem 1.02 Termination of a Material Definitive Agreement.
Rentech Nitrogen Holdings, Inc. (“RNHI”), an indirect wholly-owned subsidiary of Rentech, Inc. (“Rentech” or the “Company”), was party to the SecondAmended and Restated Term Loan Credit Agreement (the “GSO Credit Agreement”) among RNHI, certain funds managed by or affiliated with GSO Capital Partners LP, as lenders (the “Lenders”), and Credit Suisse AG, Cayman Islands Branch, as administrative agent for the Lenders. RNHI’s obligations under the GSO Credit Agreement were guaranteed by Rentech and certain of Rentech’s direct and indirect subsidiaries (the “Guaranty”).
On March20, 2018, RNHI and Rentech repaid all outstanding principal and interest amounts owed to the Lenders under the GSO Credit Agreement. On April4, 2018 all fees and expenses of the administrative agent and Lenders, including Lender’s counsel, were paid in full, and the GSO Credit Agreement, the Guaranty and the related Loan Documents (as defined in the GSO Credit Agreement) were terminated and the liens securing the obligations related thereto were released.
Item 1.02 Bankruptcy or Receivership
Confirmation of Second Amended Plan of Liquidation
As previously disclosed, on December19, 2017, Rentech and one of its subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”).On December19, 2017, the Company filed its proposed combined disclosure statement and plan of liquidation (the “Plan of Liquidation”) and a motion seeking an order confirming the Plan of Liquidation with the Bankruptcy Court.On February15, 2018, the Company filed an amended proposed combined disclosure statement and plan of liquidation (the “Amended Plan”) with the Bankruptcy Court.On April4, 2018, following a confirmation hearing held on April4, 2018, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Company’s second amended proposed combined disclosure statement and plan of liquidation (the “Second Amended Plan”).
The Second Amended Plan generally provides for the payment of timely filed and undisputed claims held by the Company’s secured and unsecured creditors (“Creditors’ Claims”), with secured creditors’ claims to be paid in full in cash or otherwise as permissible by the Bankruptcy Code, unsecured priority claims to be paid in full in cash or otherwise as the holders of such claims agree, and general unsecured creditors’ claims to be paid in cash on a pro rata basis or otherwise as the holders of such claims agree. Cash distributions to stockholders of record as of the Effective Date (as defined in the Second Amended Plan) will only be made if all claims of higher priority under the Bankruptcy Code and all Wind-Down Expenses (as defined in the Second Amended Plan) have been fully satisfied.
In addition, the Second Amended Plan (i)provides that all outstanding common stock and other equity of the Company (including any warrants, options or contract rights to purchase or acquire the Company’s common stock at any time) will be cancelled on the Effective Date of the Second Amended Plan; and (ii)provides that holders of options, warrants or contract rights to purchase or acquire the Company’s common stock will not receive any distribution that may occur to the Second Amended Plan on account of such interests.
The Second Amended Plan is not yet effective. The Second Amended Plan will become effective upon the satisfaction or waiver of certain conditions precedent. The Company currently anticipates that the Effective Date of the Second Amended Plan will occur on or before April17, 2018. On the Effective Date of the Second Amended Plan, all assets of the Company will be transferred to the Rentech Liquidation Trust, to be administered by Peter Kravitz, who will become the post-confirmation liquidating trustee, as further described in the Second Amended Plan.
The foregoing description of the Second Amended Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended Plan, which is filed as Exhibit 2.1 hereto and incorporated herein by reference. The full text of the Second Amended Plan is also available on the website of Prime Clerk LLC, the Company’s claims agent, at https://cases.primeclerk.com/rentech/. Additionally, a copy of the Confirmation Order is filed as Exhibit 99.1 hereto.
Canadian Insolvency Proceeding
On April 6, 2018, RTK WP2 Canada ULC (the “Atikokan Subsidiary”), a wholly-owned indirect subsidiary of the Company that formerly owned and operated the wood pellet processing facility located near Atikokan, Ontario, Canada, filed an assignment into bankruptcy under section 49 of the Bankruptcy and Insolvency Act of Canada, placing the Atikokan Subsidiary into bankruptcy and appointing Grant Thornton Limited as the bankruptcy trustee in the matter. The first meeting of creditors will be held onApril 26, 2018at979 Alloy Drive, Thunder Bay, Ontario, Canadabeginning at2:00 pmlocal time.
Item 1.02. Financial Statements and Exhibits.
RENTECH, INC. ExhibitEX-2.1 2 d563929dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 THIS DISCLOSURE STATEMENT HAS BEEN APPROVED ON AN INTERIM BASIS ONLY BY THE BANKRUPTCY COURT,…To view the full exhibit click
About RENTECH, INC. (NASDAQ:RTK)
Rentech, Inc. is a provider of wood fiber processing services, wood chips and wood pellets. The Company’s processing business includes Fulghum Fibres, Inc. (Fulghum), which operates approximately 30 wood chipping mills in the United States and South America. The Company provides wood yard operations services. The Company operates a wood fiber processing business. The Company’s segments include Fulghum Fibres, which involves the operations of Fulghum; Wood Pellets: Industrial, which includes its facilities and wood pellet development activities, and Wood Pellets: New England Wood Pellet, LLC (NEWP), which involves in the operations of NEWP and produces wood pellets for the residential and commercial heating markets in the United States, and it also includes Allegheny Pellet Corporation’s (Allegheny’s) operations.