UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 15, 2011 (November 10, 2011)
RENTECH NITROGEN PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35334
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45-2714747
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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10877 Wilshire Boulevard, Suite 600
Los Angeles, California
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90024
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(310) 571-9800
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(Former name or former address if changed since last report.)
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RENTECH, INC.
(Exact name of registrant as specified in its charter)
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Colorado
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1-15795
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84-0957421
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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10877 Wilshire Boulevard, Suite 600
Los Angeles, California
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90024
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(310) 571-9800
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(Former name or former address if changed since last report.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into Material Definitive Agreement.
On November 10, 2011, Rentech Nitrogen, LLC (the Borrower), a wholly owned subsidiary of
Rentech Nitrogen Partners, L.P. (the Partnership), entered into a Credit Agreement (the Credit
Agreement) among itself, the Partnership, as guarantor, General Electric Capital Corporation, as
administrative agent and lender, and certain other lenders that may become parties thereto,
pursuant to which the Borrower obtained a revolving credit facility (the Credit Facility). The
Partnership expects that the Credit Facility will be used to fund its seasonal working capital
needs, letters of credit and for general partnership purposes.
The Credit Facility consists of a $25.0 million senior secured revolving credit facility, with
a two year maturity. The Credit Facility includes a letter of credit sublimit of up to $2.5
million. All obligations of the Borrower under the Credit Facility are unconditionally guaranteed
by the Partnership. All obligations under the Credit Facility and the guarantees of those
obligations are secured by substantially all of the Borrowers assets, as well as substantially all
the assets of the Partnership (including its equity interest in the Borrower).
Borrowings under the Credit Facility bear interest at a rate equal to an applicable margin
plus, at the Borrowers option, either (a) in the case of base rate borrowings, a rate equal to the
highest of (1) the prime rate, (2) the federal funds rate plus 0.5% and (3) LIBOR for an interest
period of three months plus 1.00% or (b) in the case of LIBOR borrowings, the offered rate per
annum for deposits of dollars for the applicable interest period. The applicable margin for
borrowings under the Credit Facility will be 3.25% with respect to base rate borrowings and 4.25%
with respect to LIBOR borrowings. Additionally, the Borrower is required to pay a fee to the
lenders under the Credit Facility on the undrawn portion available under the revolving loan
facility at a rate of 0.50%. The Borrower also is required to pay customary letter of credit fees
on issued letters of credit. In the event the Borrower reduces or terminates the Credit Facility
prior to its first anniversary, the Borrower will be required to pay a prepayment premium of 2.0%
of the principal amount reduced or terminated, subject to certain exceptions.
The amounts outstanding under the Credit Facility will be required to be reduced to zero
(other than outstanding letters of credit) for two periods of ten consecutive business days during
each year with each period not less than four months apart.
The Credit Facility also contains customary affirmative and negative covenants and events of
default relating to the Partnership and the Borrower and their respective subsidiaries. The
covenants and events of default include, among other things, limitations on the incurrence of
indebtedness and liens, the making of investments, the sale of assets and the making of restricted
payments. The Credit Facility also contains specific provisions limiting Rentech Nitrogen Holdings,
Inc. (RNHI), the sole member of the General Partner of the Partnership (the General Partner),
from engaging in certain business activities and owning certain property, and events of default
relating to a change in control in the event Rentech, Inc. ceases to appoint the majority of the
board of directors of both RNHI and the General Partner. Dividends and distributions from the
Borrower and the Partnership are permitted so long as (1) no default or event of default exists or
will result therefrom and (2) the Borrower delivers a certificate to the administrative agent under
the Credit Facility certifying compliance with the terms of the Credit Facility, including its
financial covenants, as of the date of such dividend or distribution.
In addition, the Credit Facility requires the Borrower to comply with certain financial
covenants including (1) minimum EBITDA (as defined in the Credit Agreement) for the last four
consecutive fiscal quarters of not less than $30.0 million as of the end of each fiscal quarter and
(2) maintenance of a minimum Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of
not less than 1.0x as of the end of each fiscal quarter for the 12 month period then ending.
The foregoing description is not complete and is qualified in its entirety by reference to the
Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated in this Item 1.01 by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The disclosures in Item 1.01 above are incorporated into this Item 2.03 by reference.
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