Rentech Nitrogen Announces Sale of Pasadena Facility
March 14 2016 - 4:52PM
Business Wire
Rentech Nitrogen Partners, L.P. (NYSE: RNF) announced today that
it has completed the sale of its Pasadena, Texas facility to
Pasadena Commodities International, an affiliate of Interoceanic
Corporation (IOC), who is the plant’s long-time distributor for
ammonium sulfate.
The transaction calls for an initial cash payment to Rentech
Nitrogen of $5 million and a cash working capital adjustment, which
is expected to be approximately $6 million, after confirmation of
the amount within ninety days of the closing of the transaction.
The purchase agreement also includes an earn-out that would be paid
to Rentech Nitrogen unitholders equal to 50% of the facility’s
EBITDA in excess of $8 million earned over the next two years.
Rentech Nitrogen expects to set a record date for the
distribution to its unitholders of the $5 million initial cash
payment, net of transaction-related fees which are currently
estimated to be approximately $0.6 million, prior to closing the
pending merger between Rentech Nitrogen and CVR Partners, LP. The
cash working capital adjustment and any additional cash payments
made by the acquirer relating to the purchase of the Pasadena
facility will be made to Rentech Nitrogen’s unitholders as of the
same record date within a reasonable time shortly after receiving
such cash payments.
Keith Forman, CEO of Rentech Nitrogen, stated, “We are pleased
to be able to announce the successful conclusion of the lengthy
process to divest Rentech Nitrogen’s ownership in the Pasadena
fertilizer facility. The process was extensive, involving almost
thirty parties, representing both industry and financial buyers.
The facility is being sold to an affiliate of IOC with whom we have
had a relationship since our original acquisition of this facility
over three years ago. They are familiar to us and we believe they
will be good stewards of this asset going forward from every
perspective, not the least of which will be maximizing the value of
our profits interest. This sale also enables us to proceed toward
closing Rentech Nitrogen’s merger with CVR Partners, a transaction
we believe will be beneficial to both sets of unitholders.
“Further, I would like to commend and thank the employees and
management for their efforts during the successful restructuring of
plant operations and their efforts during the past months to
successfully conclude this transaction,” added Mr. Forman.
In conjunction with the sale of the Pasadena facility, Rentech
Nitrogen plans to submit a request with the Securities and Exchange
Commission to withdraw its registration statement on Form S-1
relating to the proposed spin-out of the facility.
Rentech Nitrogen expects to close the merger with CVR Partners
on or about the end of this month.
About Rentech Nitrogen Partners, L.P.
Rentech Nitrogen (www.rentechnitrogen.com) was formed by
Rentech, Inc. to own, operate and expand its nitrogen fertilizer
business. Rentech Nitrogen’s East Dubuque facility is located in
the northwestern corner of Illinois, and uses natural gas as a
feedstock to produce primarily anhydrous ammonia and UAN solution
for sale to customers in the Mid Corn Belt
Forward-Looking Statements
This press release contains forward-looking statements about
matters such as Pasadena Commodities’ success in operating the
Pasadena facility and our ability to consummate the proposed
transaction with CVR Partners. These statements are based on
management’s current expectations. Actual results may differ
materially as a result of various risks and uncertainties. Other
factors that could cause actual results to differ from those
reflected in the forward-looking statements are set forth in
Rentech Nitrogen’s prior press releases and periodic public filings
with the Securities and Exchange Commission, which are available on
Rentech Nitrogen’s website at www.rentechnitrogen.com. The
forward-looking statements in this press release are made as of the
date of this press release. Rentech Nitrogen does not undertake to
revise or update these forward-looking statements, except to the
extent that it is required to do so under applicable law.
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version on businesswire.com: http://www.businesswire.com/news/home/20160314006369/en/
Rentech Nitrogen Partners, L.P.Julie Dawoodjee
CafarellaVice President of Investor Relations and
Communications310-571-9800ir@rentk.com
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