UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
RENTECH, INC.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
760112102
(CUSIP Number)
Marisa
Beeney
GSO Capital Partners LP
345 Park Avenue
New
York, New York 10154
Tel: (212) 583-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 12, 2015
(Date of Event Which Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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| 1 |
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Names of
reporting persons GSO Cactus Credit Opportunities Fund LP |
| 2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
| 3 |
|
SEC use only
|
| 4 |
|
Source of funds (see instructions)
OO |
| 5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ |
| 6 |
|
Citizenship or place of
organization Delaware |
| Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
4,452,839* |
|
8 |
|
Shared voting power
0 |
|
9 |
|
Sole dispositive power
4,452,839* |
|
10 |
|
Shared dispositive power
0 |
| 11 |
|
Aggregate amount beneficially owned by each reporting person
4,452,839* |
| 12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
| 13 |
|
Percent of class represented by amount
in Row (11) 1.9%† |
| 14 |
|
Type of reporting person (see
instructions) PN |
| * |
Represents approximate number of shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Rentech, Inc., a Colorado corporation (the “Issuer”) issuable upon conversion of Series E
Convertible Preferred Stock, par value $10.00 per share (the “Series E Convertible Preferred Stock”). |
| † |
The calculation of the foregoing percentage is based on 228,485,033 shares of Common Stock outstanding as of October 31, 2014 as reported in the Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30,
2014 of the Issuer, filed with the SEC on November 10, 2014, plus the shares of Common Stock issuable upon the conversion of the Series E Convertible Preferred Stock beneficially owned by the Reporting Person. |
2
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| 1 |
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Names of
reporting persons Steamboat Credit Opportunities Master Fund LP |
| 2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
| 3 |
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SEC use only
|
| 4 |
|
Source of funds (see instructions)
OO |
| 5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ |
| 6 |
|
Citizenship or place of
organization Cayman Islands, British West Indies |
| Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
1,729,862* |
|
8 |
|
Shared voting power
0 |
|
9 |
|
Sole dispositive power
1,729,862* |
|
10 |
|
Shared dispositive power
0 |
| 11 |
|
Aggregate amount beneficially owned by each reporting person
1,729,862* |
| 12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
| 13 |
|
Percent of class represented by amount
in Row (11) 0.8%† |
| 14 |
|
Type of reporting person (see
instructions) PN |
| * |
Represents approximate number of shares of Common Stock issuable upon conversion of Series E Convertible Preferred Stock. |
| † |
The calculation of the foregoing percentage is based on 228,485,033 shares of Common Stock outstanding as of October 31, 2014 as reported in the Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30,
2014 of the Issuer, filed with the SEC on November 10, 2014, plus the shares of Common Stock issuable upon the conversion of the Series E Convertible Preferred Stock beneficially owned by the Reporting Person. |
3
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| 1 |
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Names of
reporting persons GSO Coastline Credit Partners LP |
| 2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
| 3 |
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SEC use only
|
| 4 |
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Source of funds (see instructions)
OO |
| 5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ |
| 6 |
|
Citizenship or place of
organization Delaware |
| Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
1,731,139* |
|
8 |
|
Shared voting power
0 |
|
9 |
|
Sole dispositive power
1,731,139* |
|
10 |
|
Shared dispositive power
0 |
| 11 |
|
Aggregate amount beneficially owned by each reporting person
1,731,139* |
| 12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
| 13 |
|
Percent of class represented by amount
in Row (11) 0.8%† |
| 14 |
|
Type of reporting person (see
instructions) PN |
| * |
Represents approximate number of shares of Common Stock issuable upon conversion of Series E Convertible Preferred Stock. |
| † |
The calculation of the foregoing percentage is based on 228,485,033 shares of Common Stock outstanding as of October 31, 2014 as reported in the Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30,
2014 of the Issuer, filed with the SEC on November 10, 2014, plus the shares of Common Stock issuable upon the conversion of the Series E Convertible Preferred Stock beneficially owned by the Reporting Person. |
4
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| 1 |
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Names of
reporting persons GSO Aiguille des Grands Montets Fund II LP |
| 2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
| 3 |
|
SEC use only
|
| 4 |
|
Source of funds (see instructions)
OO |
| 5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ |
| 6 |
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Citizenship or place of
organization Ontario, Canada |
| Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
5,852,021* |
|
8 |
|
Shared voting power
0 |
|
9 |
|
Sole dispositive power
5,852,021* |
|
10 |
|
Shared dispositive power
0 |
| 11 |
|
Aggregate amount beneficially owned by each reporting person
5,852,021* |
| 12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
| 13 |
|
Percent of class represented by amount
in Row (11) 2.5%† |
| 14 |
|
Type of reporting person (see
instructions) PN |
| * |
Represents approximate number of shares of Common Stock issuable upon conversion of Series E Convertible Preferred Stock. |
| † |
The calculation of the foregoing percentage is based on 228,485,033 shares of Common Stock outstanding as of October 31, 2014 as reported in the Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30,
2014 of the Issuer, filed with the SEC on November 10, 2014, plus the shares of Common Stock issuable upon the conversion of the Series E Convertible Preferred Stock beneficially owned by the Reporting Person. |
5
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| 1 |
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Names of
reporting persons GSO Palmetto Opportunistic Investment Partners LP |
| 2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
| 3 |
|
SEC use only
|
| 4 |
|
Source of funds (see instructions)
OO |
| 5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ |
| 6 |
|
Citizenship or place of
organization Delaware |
| Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
3,003,003* |
|
8 |
|
Shared voting power
0 |
|
9 |
|
Sole dispositive power
3,003,003* |
|
10 |
|
Shared dispositive power
0 |
| 11 |
|
Aggregate amount beneficially owned by each reporting person
3,003,003* |
| 12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
| 13 |
|
Percent of class represented by amount
in Row (11) 1.3%† |
| 14 |
|
Type of reporting person (see
instructions) PN |
| * |
Represents approximate number of shares of Common Stock issuable upon conversion of Series E Convertible Preferred Stock. |
| † |
The calculation of the foregoing percentage is based on 228,485,033 shares of Common Stock outstanding as of October 31, 2014 as reported in the Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30,
2014 of the Issuer, filed with the SEC on November 10, 2014, plus the shares of Common Stock issuable upon the conversion of the Series E Convertible Preferred Stock beneficially owned by the Reporting Person. |
6
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| 1 |
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Names of
reporting persons GSO Credit-A Partners LP |
| 2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
| 3 |
|
SEC use only
|
| 4 |
|
Source of funds (see instructions)
OO |
| 5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ |
| 6 |
|
Citizenship or place of
organization Delaware |
| Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
7,262,045* |
|
8 |
|
Shared voting power
0 |
|
9 |
|
Sole dispositive power
7,262,045* |
|
10 |
|
Shared dispositive power
0 |
| 11 |
|
Aggregate amount beneficially owned by each reporting person
7,262,045* |
| 12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
| 13 |
|
Percent of class represented by amount
in Row (11) 3.1%† |
| 14 |
|
Type of reporting person (see
instructions) PN |
| * |
Represents approximate number of shares of Common Stock issuable upon conversion of Series E Convertible Preferred Stock. |
| † |
The calculation of the foregoing percentage is based on 228,485,033 shares of Common Stock outstanding as of October 31, 2014 as reported in the Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30,
2014 of the Issuer, filed with the SEC on November 10, 2014, plus the shares of Common Stock issuable upon the conversion of the Series E Convertible Preferred Stock beneficially owned by the Reporting Person. |
7
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| 1 |
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Names of
reporting persons GSO Special Situations Fund LP |
| 2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
| 3 |
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SEC use only
|
| 4 |
|
Source of funds (see instructions)
OO |
| 5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ |
| 6 |
|
Citizenship or place of
organization Delaware |
| Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
12,951,069* |
|
8 |
|
Shared voting power
0 |
|
9 |
|
Sole dispositive power
12,951,069* |
|
10 |
|
Shared dispositive power
0 |
| 11 |
|
Aggregate amount beneficially owned by each reporting person
12,951,069* |
| 12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
| 13 |
|
Percent of class represented by amount
in Row (11) 5.4%† |
| 14 |
|
Type of reporting person (see
instructions) PN |
| * |
Represents approximate number of shares of Common Stock issuable upon conversion of Series E Convertible Preferred Stock. |
| † |
The calculation of the foregoing percentage is based on 228,485,033 shares of Common Stock outstanding as of October 31, 2014 as reported in the Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30,
2014 of the Issuer, filed with the SEC on November 10, 2014, plus the shares of Common Stock issuable upon the conversion of the Series E Convertible Preferred Stock beneficially owned by the Reporting Person. |
8
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| 1 |
|
Names of
reporting persons GSO Special Situations Overseas Master Fund Ltd. |
| 2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
| 3 |
|
SEC use only
|
| 4 |
|
Source of funds (see instructions)
OO |
| 5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ |
| 6 |
|
Citizenship or place of
organization Cayman Islands, British West Indies |
| Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
8,063,063* |
|
8 |
|
Shared voting power
0 |
|
9 |
|
Sole dispositive power
8,063,063* |
|
10 |
|
Shared dispositive power
0 |
| 11 |
|
Aggregate amount beneficially owned by each reporting person
8,063,063* |
| 12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
| 13 |
|
Percent of class represented by amount
in Row (11) 3.4%† |
| 14 |
|
Type of reporting person (see
instructions) CO |
| * |
Represents approximate number of shares of Common Stock issuable upon conversion of Series E Convertible Preferred Stock. |
| † |
The calculation of the foregoing percentage is based on 228,485,033 shares of Common Stock outstanding as of October 31, 2014 as reported in the Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30,
2014 of the Issuer, filed with the SEC on November 10, 2014, plus the shares of Common Stock issuable upon the conversion of the Series E Convertible Preferred Stock beneficially owned by the Reporting Person. |
9
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| 1 |
|
Names of
reporting persons GSO Palmetto Opportunistic Associates LLC |
| 2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
| 3 |
|
SEC use only
|
| 4 |
|
Source of funds (see instructions)
OO |
| 5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ |
| 6 |
|
Citizenship or place of
organization Delaware |
| Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
3,003,003* |
|
8 |
|
Shared voting power
0 |
|
9 |
|
Sole dispositive power
3,003,003* |
|
10 |
|
Shared dispositive power
0 |
| 11 |
|
Aggregate amount beneficially owned by each reporting person
3,003,003* |
| 12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
| 13 |
|
Percent of class represented by amount
in Row (11) 1.3%† |
| 14 |
|
Type of reporting person (see
instructions) OO |
| * |
Represents approximate number of shares of Common Stock issuable upon conversion of Series E Convertible Preferred Stock. |
| † |
The calculation of the foregoing percentage is based on 228,485,033 shares of Common Stock outstanding as of October 31, 2014 as reported in the Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30,
2014 of the Issuer, filed with the SEC on November 10, 2014, plus the shares of Common Stock issuable upon the conversion of the Series E Convertible Preferred Stock beneficially owned by the Reporting Person. |
10
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| 1 |
|
Names of
reporting persons GSO Credit-A Associates LLC |
| 2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
| 3 |
|
SEC use only
|
| 4 |
|
Source of funds (see instructions)
OO |
| 5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ |
| 6 |
|
Citizenship or place of
organization Delaware |
| Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
7,262,045* |
|
8 |
|
Shared voting power
0 |
|
9 |
|
Sole dispositive power
7,262,045* |
|
10 |
|
Shared dispositive power
0 |
| 11 |
|
Aggregate amount beneficially owned by each reporting person
7,262,045* |
| 12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
| 13 |
|
Percent of class represented by amount
in Row (11) 3.1%† |
| 14 |
|
Type of reporting person (see
instructions) OO |
| * |
Represents approximate number of shares of Common Stock issuable upon conversion of Series E Convertible Preferred Stock. |
| † |
The calculation of the foregoing percentage is based on 228,485,033 shares of Common Stock outstanding as of October 31, 2014 as reported in the Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30,
2014 of the Issuer, filed with the SEC on November 10, 2014, plus the shares of Common Stock issuable upon the conversion of the Series E Convertible Preferred Stock beneficially owned by the Reporting Person. |
11
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| 1 |
|
Names of
reporting persons GSO Holdings I L.L.C. |
| 2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
| 3 |
|
SEC use only
|
| 4 |
|
Source of funds (see instructions)
OO |
| 5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ |
| 6 |
|
Citizenship or place of
organization Delaware |
| Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
10,265,048* |
|
8 |
|
Shared voting power
0 |
|
9 |
|
Sole dispositive power
10,265,048* |
|
10 |
|
Shared dispositive power
0 |
| 11 |
|
Aggregate amount beneficially owned by each reporting person
10,265,048* |
| 12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
| 13 |
|
Percent of class represented by amount
in Row (11) 4.3%† |
| 14 |
|
Type of reporting person (see
instructions) OO |
| * |
Represents approximate number of shares of Common Stock issuable upon conversion of Series E Convertible Preferred Stock. |
| † |
The calculation of the foregoing percentage is based on 228,485,033 shares of Common Stock outstanding as of October 31, 2014 as reported in the Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30,
2014 of the Issuer, filed with the SEC on November 10, 2014, plus the shares of Common Stock issuable upon the conversion of the Series E Convertible Preferred Stock beneficially owned by the Reporting Person. |
12
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| 1 |
|
Names of
reporting persons GSO Capital Partners LP |
| 2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
| 3 |
|
SEC use only
|
| 4 |
|
Source of funds (see instructions)
OO |
| 5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ |
| 6 |
|
Citizenship or place of
organization Delaware |
| Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
34,779,996* |
|
8 |
|
Shared voting power
0 |
|
9 |
|
Sole dispositive power
34,779,996* |
|
10 |
|
Shared dispositive power
0 |
| 11 |
|
Aggregate amount beneficially owned by each reporting person
34,779,996* |
| 12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
| 13 |
|
Percent of class represented by amount
in Row (11) 13.2%† |
| 14 |
|
Type of reporting person (see
instructions) PN |
| * |
Represents approximate number of shares of Common Stock issuable upon conversion of Series E Convertible Preferred Stock. |
| † |
The calculation of the foregoing percentage is based on 228,485,033 shares of Common Stock outstanding as of October 31, 2014 as reported in the Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30,
2014 of the Issuer, filed with the SEC on November 10, 2014, plus the shares of Common Stock issuable upon the conversion of the Series E Convertible Preferred Stock beneficially owned by the Reporting Person. |
13
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|
|
|
|
| 1 |
|
Names of
reporting persons GSO Advisor Holdings L.L.C. |
| 2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
| 3 |
|
SEC use only
|
| 4 |
|
Source of funds (see instructions)
OO |
| 5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ |
| 6 |
|
Citizenship or place of
organization Delaware |
| Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
34,779,996* |
|
8 |
|
Shared voting power
0 |
|
9 |
|
Sole dispositive power
34,779,996* |
|
10 |
|
Shared dispositive power
0 |
| 11 |
|
Aggregate amount beneficially owned by each reporting person
34,779,996* |
| 12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
| 13 |
|
Percent of class represented by amount
in Row (11) 13.2%† |
| 14 |
|
Type of reporting person (see
instructions) OO |
| * |
Represents approximate number of shares of Common Stock issuable upon conversion of Series E Convertible Preferred Stock. |
| † |
The calculation of the foregoing percentage is based on 228,485,033 shares of Common Stock outstanding as of October 31, 2014 as reported in the Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30,
2014 of the Issuer, filed with the SEC on November 10, 2014, plus the shares of Common Stock issuable upon the conversion of the Series E Convertible Preferred Stock beneficially owned by the Reporting Person. |
14
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|
|
|
|
|
|
| 1 |
|
Names of
reporting persons Blackstone Holdings I L.P. |
| 2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
| 3 |
|
SEC use only
|
| 4 |
|
Source of funds (see instructions)
OO |
| 5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ |
| 6 |
|
Citizenship or place of
organization Delaware |
| Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
45,045,045* |
|
8 |
|
Shared voting power
0 |
|
9 |
|
Sole dispositive power
45,045,045* |
|
10 |
|
Shared dispositive power
0 |
| 11 |
|
Aggregate amount beneficially owned by each reporting person
45,045,045* |
| 12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
| 13 |
|
Percent of class represented by amount
in Row (11) 16.5%† |
| 14 |
|
Type of reporting person (see
instructions) PN |
| * |
Represents approximate number of shares of Common Stock issuable upon conversion of Series E Convertible Preferred Stock. |
| † |
The calculation of the foregoing percentage is based on 228,485,033 shares of Common Stock outstanding as of October 31, 2014 as reported in the Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30,
2014 of the Issuer, filed with the SEC on November 10, 2014, plus the shares of Common Stock issuable upon the conversion of the Series E Convertible Preferred Stock beneficially owned by the Reporting Person. |
15
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|
| 1 |
|
Names of
reporting persons Blackstone Holdings I/II GP Inc. |
| 2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
| 3 |
|
SEC use only
|
| 4 |
|
Source of funds (see instructions)
OO |
| 5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ |
| 6 |
|
Citizenship or place of
organization Delaware |
| Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
45,045,045* |
|
8 |
|
Shared voting power
0 |
|
9 |
|
Sole dispositive power
45,045,045* |
|
10 |
|
Shared dispositive power
0 |
| 11 |
|
Aggregate amount beneficially owned by each reporting person
45,045,045* |
| 12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
| 13 |
|
Percent of class represented by amount
in Row (11) 16.5%† |
| 14 |
|
Type of reporting person (see
instructions) CO |
| * |
Represents approximate number of shares of Common Stock issuable upon conversion of Series E Convertible Preferred Stock. |
| † |
The calculation of the foregoing percentage is based on 228,485,033 shares of Common Stock outstanding as of October 31, 2014 as reported in the Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30,
2014 of the Issuer, filed with the SEC on November 10, 2014, plus the shares of Common Stock issuable upon the conversion of the Series E Convertible Preferred Stock beneficially owned by the Reporting Person. |
16
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| 1 |
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Names of
reporting persons The Blackstone Group L.P. |
| 2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
| 3 |
|
SEC use only
|
| 4 |
|
Source of funds (see instructions)
OO |
| 5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ |
| 6 |
|
Citizenship or place of
organization Delaware |
| Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
45,045,045* |
|
8 |
|
Shared voting power
0 |
|
9 |
|
Sole dispositive power
45,045,045* |
|
10 |
|
Shared dispositive power
0 |
| 11 |
|
Aggregate amount beneficially owned by each reporting person
45,045,045* |
| 12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
| 13 |
|
Percent of class represented by amount
in Row (11) 16.5%† |
| 14 |
|
Type of reporting person (see
instructions) PN |
| * |
Represents approximate number of shares of Common Stock issuable upon conversion of Series E Convertible Preferred Stock. |
| † |
The calculation of the foregoing percentage is based on 228,485,033 shares of Common Stock outstanding as of October 31, 2014 as reported in the Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30,
2014 of the Issuer, filed with the SEC on November 10, 2014, plus the shares of Common Stock issuable upon the conversion of the Series E Convertible Preferred Stock beneficially owned by the Reporting Person. |
17
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| 1 |
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Names of
reporting persons Blackstone Group Management L.L.C. |
| 2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
| 3 |
|
SEC use only
|
| 4 |
|
Source of funds (see instructions)
OO |
| 5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ |
| 6 |
|
Citizenship or place of
organization Delaware |
| Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
45,045,045* |
|
8 |
|
Shared voting power
0 |
|
9 |
|
Sole dispositive power
45,045,045* |
|
10 |
|
Shared dispositive power
0 |
| 11 |
|
Aggregate amount beneficially owned by each reporting person
45,045,045* |
| 12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
| 13 |
|
Percent of class represented by amount
in Row (11) 16.5%† |
| 14 |
|
Type of reporting person (see
instructions) OO |
| * |
Represents approximate number of shares of Common Stock issuable upon conversion of Series E Convertible Preferred Stock. |
| † |
The calculation of the foregoing percentage is based on 228,485,033 shares of Common Stock outstanding as of October 31, 2014 as reported in the Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30,
2014 of the Issuer, filed with the SEC on November 10, 2014, plus the shares of Common Stock issuable upon the conversion of the Series E Convertible Preferred Stock beneficially owned by the Reporting Person. |
18
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| 1 |
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Names of
reporting persons Bennett J. Goodman |
| 2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
| 3 |
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SEC use only
|
| 4 |
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Source of funds (see instructions)
OO |
| 5 |
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Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ |
| 6 |
|
Citizenship or place of
organization United States |
| Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
45,045,045* |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
45,045,045* |
| 11 |
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Aggregate amount beneficially owned by each reporting person
45,045,045* |
| 12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
| 13 |
|
Percent of class represented by amount
in Row (11) 16.5%† |
| 14 |
|
Type of reporting person (see
instructions) IN |
| * |
Represents approximate number of shares of Common Stock issuable upon conversion of Series E Convertible Preferred Stock. |
| † |
The calculation of the foregoing percentage is based on 228,485,033 shares of Common Stock outstanding as of October 31, 2014 as reported in the Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30,
2014 of the Issuer, filed with the SEC on November 10, 2014, plus the shares of Common Stock issuable upon the conversion of the Series E Convertible Preferred Stock beneficially owned by the Reporting Person. |
19
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| 1 |
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Names of
reporting persons J. Albert Smith III |
| 2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
| 3 |
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SEC use only
|
| 4 |
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Source of funds (see instructions)
OO |
| 5 |
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Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ |
| 6 |
|
Citizenship or place of
organization United States of America |
| Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
45,045,045* |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
45,045,045* |
| 11 |
|
Aggregate amount beneficially owned by each reporting person
45,045,045* |
| 12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
| 13 |
|
Percent of class represented by amount
in Row (11) 16.5%† |
| 14 |
|
Type of reporting person (see
instructions) IN |
| * |
Represents approximate number of shares of Common Stock issuable upon conversion of Series E Convertible Preferred Stock. |
| † |
The calculation of the foregoing percentage is based on 228,485,033 shares of Common Stock outstanding as of October 31, 2014 as reported in the Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30,
2014 of the Issuer, filed with the SEC on November 10, 2014, plus the shares of Common Stock issuable upon the conversion of the Series E Convertible Preferred Stock beneficially owned by the Reporting Person. |
20
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| 1 |
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Names of
reporting persons Douglas I. Ostrover |
| 2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
| 3 |
|
SEC use only
|
| 4 |
|
Source of funds (see instructions)
OO |
| 5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ |
| 6 |
|
Citizenship or place of
organization United States of America |
| Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
0 |
|
8 |
|
Shared voting power
45,045,045* |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
45,045,045* |
| 11 |
|
Aggregate amount beneficially owned by each reporting person
45,045,045* |
| 12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
| 13 |
|
Percent of class represented by amount
in Row (11) 16.5%† |
| 14 |
|
Type of reporting person (see
instructions) IN |
| * |
Represents approximate number of shares of Common Stock issuable upon conversion of Series E Convertible Preferred Stock. |
| † |
The calculation of the foregoing percentage is based on 228,485,033 shares of Common Stock outstanding as of October 31, 2014 as reported in the Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30,
2014 of the Issuer, filed with the SEC on November 10, 2014, plus the shares of Common Stock issuable upon the conversion of the Series E Convertible Preferred Stock beneficially owned by the Reporting Person. |
21
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| 1 |
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Names of
reporting persons STEPHEN A. SCHWARZMAN |
| 2 |
|
Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
| 3 |
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SEC use only
|
| 4 |
|
Source of funds (see instructions)
OO |
| 5 |
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ |
| 6 |
|
Citizenship or place of
organization United States of America |
| Number of
shares beneficially
owned by each
reporting person
with |
|
7 |
|
Sole voting power
45,045,045* |
|
8 |
|
Shared voting power
0 |
|
9 |
|
Sole dispositive power
45,045,045* |
|
10 |
|
Shared dispositive power
0 |
| 11 |
|
Aggregate amount beneficially owned by each reporting person
45,045,045* |
| 12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
| 13 |
|
Percent of class represented by amount
in Row (11) 16.5%† |
| 14 |
|
Type of reporting person (see
instructions) IN |
| * |
Represents approximate number of shares of Common Stock issuable upon conversion of Series E Convertible Preferred Stock. |
| † |
The calculation of the foregoing percentage is based on 228,485,033 shares of Common Stock outstanding as of October 31, 2014 as reported in the Quarterly Report on Form 10-Q for the Fiscal Period Ended September 30,
2014 of the Issuer, filed with the SEC on November 10, 2014, plus the shares of Common Stock issuable upon the conversion of the Series E Convertible Preferred Stock beneficially owned by the Reporting Person. |
22
This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D relates to the Common Stock (as
defined below) of the Issuer (as defined below), and amends the initial statement on Schedule 13D filed on April 21, 2014 (the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 1 shall have the same
meanings ascribed to them in the Schedule 13D.
| Item 1. |
Security and Issuer. |
This Statement on Schedule 13D (this “Schedule 13D”) relates to the Common
Stock, par value $0.01 per share (the “Common Stock”), of Rentech, Inc., a Colorado corporation (the “Issuer”), having its principal executive offices at 10877 Wilshire Boulevard,
10th Floor, Los Angeles, California 90024.
| Item 2. |
Identity and Background. |
(a) – (c) This Schedule 13D is being filed
by:
| |
• |
|
(i) GSO Cactus Credit Opportunities Fund LP, which is a Delaware limited partnership, (ii) Steamboat Credit Opportunities Master Fund LP, which is a Cayman Islands limited partnership, (iii) GSO Coastline
Credit Partners LP, which is a Delaware limited partnership, (iv) GSO Aiguille des Grands Montets Fund II LP, which is an Ontario, Canada limited partnership, (vi) GSO Special Situations Fund LP, which is a Delaware limited partnership,
(vi) GSO Special Situations Overseas Master Fund Ltd., which is a Cayman Islands company limited by shares, (vii) GSO Palmetto Opportunistic Investment Partners LP, which is a Delaware limited partnership, (viii) GSO Credit A-Partners
LP, which is a Delaware limited partnership, (collectively, with GSO Cactus Credit Opportunities Fund LP, Steamboat Credit Opportunities Master Fund LP, GSO Coastline Credit Partners LP, GSO Aiguille des Grands Montets Fund II LP, GSO Special
Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd. and GSO Palmetto Opportunistic Investment Partners LP, the “GSO Funds”), (ix) GSO Palmetto Opportunistic Associates LLC, which is a Delaware limited liability
company, (x) GSO Credit-A Associates LLC, which is a Delaware limited liability company, (xi) GSO Holdings I L.L.C., which is a Delaware limited liability company and (xii) GSO Capital Partners LP, which is a Delaware limited
partnership (collectively, with GSO Palmetto Opportunistic Associates LLC, GSO Credit-A Associates LLC and GSO Holdings I L.L.C. and the GSO Funds, the “GSO Entities”); |
| |
• |
|
Bennett J. Goodman, J. Albert Smith III and Douglas I. Ostrover, each of whom is a United States citizen (collectively, the “GSO Executives”); |
| |
• |
|
(i) GSO Advisor Holdings L.L.C., which is a Delaware limited liability company, (ii) Blackstone Holdings I L.P., which is a Delaware limited partnership, (iii) Blackstone Holdings I/II GP Inc., which is a
Delaware corporation, (iv) The Blackstone Group L.P., which is a Delaware limited partnership, and (v) Blackstone Group Management L.L.C., which is a Delaware limited liability company (collectively, the “Blackstone Entities”);
and |
| |
• |
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Stephen A. Schwarzman, who is a United States citizen. |
The principal business address of each
of the GSO Entities and GSO Executives is c/o GSO Capital Partners LP, 345 Park Avenue, New York, NY 10154. The principal business address of each of the Blackstone Entities and Mr. Schwarzman is c/o The Blackstone Group, 345 Park Avenue, New
York, NY 10154.
23
The principal business of the GSO Funds is investing in both public and private non-investment
grade and non-rated securities, including leveraged loans, high yield bonds, distressed securities, second lien loans, mezzanine securities, equity securities, credit derivatives and other investments.
The principal business of GSO Palmetto Opportunistic Associates LLC is performing the functions of, and serving as, the general partner of GSO
Palmetto Opportunistic Investment Partners LP. The principal business of GSO Credit-A Associates LLC is performing the functions of, and serving as, the general partner of GSO Credit-A Partners LP. The principal business of GSO Holdings I L.L.C. is
performing the functions of, and serving as, the managing member (or similar position) of and member or equity holder in each of GSO Palmetto Opportunistic Associates LLC and GSO Credit-A Associates LLC and other affiliated entities.
The principal business of GSO Capital Partners LP is serving as the investment manager of each of GSO Cactus Credit Opportunities Fund LP,
Steamboat Credit Opportunities Master Fund LP, GSO Coastline Credit Partners LP, GSO Aiguille des Grands Montets Fund II LP, GSO Special Situations Fund LP and GSO Special Situations Overseas Master Fund Ltd. and other affiliated entities.
The principal business of GSO Advisor Holdings L.L.C. is performing the functions of, and serving as, the general partner of GSO Capital
Partners LP. The principal business of Blackstone Holdings I L.P. is performing the functions of, and serving as, a managing member (or similar position) of and member or equity holder in each of GSO Holdings I L.L.C. and GSO Advisor Holdings L.L.C.
and other affiliated entities. The principal business of Blackstone Holdings I/II GP Inc. is performing the functions of, and serving as, the general partner (or similar position) of Blackstone Holdings I L.P. and other affiliated Blackstone
entities. The principal business of The Blackstone Group L.P. is performing the functions of, and serving as, the controlling shareholder of Blackstone Holdings I/II GP Inc. and other affiliated Blackstone entities. The principal business of
Blackstone Group Management L.L.C. is performing the functions of, and serving as, the general partner of The Blackstone Group L.P.
The
principal occupation of Mr. Stephen A. Schwarzman is serving as an executive of Blackstone Group Management L.L.C. The principal occupation of each of Messrs. Goodman, Smith and Ostrover is serving as an executive of GSO Holdings I LLC and
GSO Capital Partners LP.
(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons has been a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) See Item 2(a)-(b) above
for citizenship of each of the Reporting Persons.
24
| Item 4. |
Purpose of Transaction. |
The last paragraph of Item 4 of this Schedule 13D
is hereby amended and restated as follows:
The information set forth in Item 6 of this Schedule 13D is hereby incorporated by
reference in this Item 4.
| Item 5. |
Interest in Securities of the Issuer. |
Item 5 (a) – (b) of
this Schedule 13D is hereby amended and restated as follows:
(a) – (b) Based on information set forth in the Quarterly Report on
Form 10-Q for the Fiscal Period Ended September 30, 2014 of the Issuer, filed with the SEC on November 10, 2014, the following disclosure assumes that there are 228,485,033 shares of Common Stock outstanding as of October 31, 2014.
Based on this number of outstanding shares of Common Stock, the aggregate number and percentage of the shares of Common Stock
beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the
disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D.
As of the date hereof, GSO Cactus Credit Opportunities Fund LP directly holds 9,885.3043 shares of Series E Convertible Preferred Stock
convertible into approximately 4,452,839 shares of Common Stock, Steamboat Credit Opportunities Master Fund LP directly holds 3,840.2958 shares of Series E Convertible Preferred Stock convertible into approximately 1,729,862 shares of Common Stock,
GSO Coastline Credit Partners LP directly holds 3,843.1304 shares of Series E Convertible Preferred Stock convertible into approximately 1,731,139 shares of Common Stock, GSO Aiguille des Grands Montets Fund II LP directly holds 12,991.4871 shares
of Series E Convertible Preferred Stock convertible into approximately 5,852,021 shares of Common Stock, GSO Palmetto Opportunistic Investment Partners LP directly holds 6,666.6667 shares of Series E Convertible Preferred Stock convertible into
approximately 3,003,003 shares of Common Stock, GSO Credit-A Partners LP directly holds 16,121.7415 shares of Series E Convertible Preferred Stock convertible into approximately 7,262,045 shares of Common Stock, GSO Special Situations Fund LP
directly holds 28,751.3742 shares of Series E Convertible Preferred Stock convertible into approximately 12,951,069 shares of Common Stock and GSO Special Situations Overseas Master Fund Ltd. directly holds 17,900.0000 shares of Series E Convertible
Preferred Stock convertible into approximately 8,063,063 shares of Common Stock.
GSO Palmetto Opportunistic Associates LLC is the general
partner of GSO Palmetto Opportunistic Investment Partners LP, and in that capacity directs its operations. GSO Credit-A Associates LLC is the general partner of GSO Credit-A Partners LP, and in that capacity directs its operations. GSO Holdings I
L.L.C. is the managing member of each of GSO Palmetto Opportunistic Associates LLC and GSO Credit-A Associates LLC, and in that capacity directs operations for each of them.
GSO Capital Partners LP serves as the investment manager of each of GSO Cactus Credit Opportunities Fund LP, Steamboat Credit Opportunities
Master Fund LP, GSO Coastline Credit Partners LP, GSO Aiguille des Grands Montets Fund II LP, GSO Special Situations Fund LP and GSO Special Situations Overseas Master Fund Ltd, and in that respect holds discretionary investment authority for each
of them.
GSO Advisor Holdings L.L.C. is the general partner of GSO Capital Partners LP, and in that capacity directs its operations.
Blackstone Holdings I L.P. is a managing member of GSO Holdings I L.L.C. and the sole member of GSO Advisor Holdings L.L.C. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P., and in that capacity, directs its
operations. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc., and in that capacity, directs its operations. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P., and in
that capacity directs its operations. Blackstone Group Management L.L.C. is wholly owned by its senior managing directors and controlled by its founder, Stephen A. Schwarzman. In addition, each of Bennett J. Goodman, J. Albert Smith III and Douglas
I. Ostrover may be deemed to have shared voting power and/or investment power with respect to the securities held by the GSO Funds.
Each
such Reporting Person may be deemed to beneficially own the Common Shares beneficially owned by the GSO Funds directly or indirectly controlled by it or him, but neither the filing of this Schedule 13D nor any of its contents shall be deemed to
constitute an admission that any Reporting Person (other than the GSO Funds identified is directly holding shares of Common Stock) is the beneficial owner of Common Stock referred to herein for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Common Stock and any assertion or presumption that it and the other persons on whose behalf this
statement is filed constitute a “group.”
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an
admission that any of the Reporting Persons (other than the GSO Funds, to the extent they directly hold the shares of Common Stock reported on this Schedule 13D) is the beneficial owner of the Common Stock referred to herein for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference in this Item 4.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is hereby amended and restated as follows:
Subscription Agreement
On April 9, 2014, the Issuer entered into a Subscription Agreement (the “Original Subscription Agreement”) with the GSO Funds,
pursuant to which the Issuer sold 100,000 shares of the Series E Convertible Preferred Stock, par value $10.00 per share (the “Purchased Shares”) to the GSO Funds for an aggregate of $98 million (inclusive of an issuance discount of 2%).
On February 12, 2014, the Issuer entered into Amendment No. 1 to the Subscription Agreement with the GSO Funds (“Amendment No. 1” and, the Original Subscription Agreement, as amended by Amendment No. 1, the
“Subscription Agreement”).
Conversion. Under the Articles of Amendment (as defined below) any holder of
outstanding shares of Series E Convertible Preferred Stock has the right, but not the obligation, to elect, from time to time, to convert any or all of such holder’s shares of Series E Convertible Preferred Stock into a number of shares of
Common Stock as is determined by dividing the original issue price of $1,000 per share of each such share of Series E Convertible Preferred Stock by $2.22 (the “Conversion Price”), subject to adjustments in the event of a stock split,
stock or securities dividend, combination, recapitalization or certain other customary adjustments, with any fractional shares paid in cash. However, no more than an aggregate of 45,045,045 shares of Common Stock can be issued upon such conversion,
subject to appropriate adjustment in the event of a stock split, stock dividend, combination or other similar recapitalization (the “Conversion Cap”).
The Issuer may elect to convert all, but not less than all, of the outstanding shares of Series E Convertible Preferred Stock to Common Stock
at any time after the second anniversary of the original issue date if the trading price was more than two times the Conversion Price for at least the 30 consecutive trading days during the 90 days immediately preceding such election. The Conversion
Price will be adjusted as provided in the Articles of Amendment filed on April 9, 2014 to the Amended and Restated Articles of Incorporation of the Issuer (the “Articles of Amendment”) in the event of certain stock splits, stock
subdivisions, stock or securities dividends, stock reclassifications, reorganizations, mergers, consolidations or sales of assets. The Articles of Amendment do not include any price-based anti-dilution adjustments.
Dividends. Under the Articles of Amendment, dividends on the Series E Convertible Preferred accrue and are cumulative,
whether or not declared by the Board of Directors of the Issuer, at the rate of 4.5% per annum on the sum of the original issue price plus all unpaid accrued and accumulated dividends thereon, whether or not declared by the Board of Directors.
In addition to the dividends accruing on shares of Series E Convertible Preferred Stock described above, if the Issuer declares or pays a cash dividend on its Common Stock, the Issuer is required to declare and pay a dividend on the outstanding
shares of Series E Convertible Preferred Stock on a pro rata basis with the Common Stock determined on an as-converted basis.
Voting. Under the Articles of Amendment, each holder of outstanding shares of Series E Convertible Preferred Stock is
entitled to vote with holders of outstanding shares of Common Stock, voting together as a single class, with respect to any and all matters presented to the shareholders of the Issuer. In any such vote, each outstanding share of Series E Convertible
Preferred Stock is entitled to a number of votes equal to the number of shares of Common Stock into which such share of Series E Convertible Preferred Stock is convertible.
In the election of directors to the Issuer:
| |
• |
|
for so long as the initial holders (or their Permitted Transferees (as defined in the Articles of Amendment)) of the outstanding shares of Series E Convertible Preferred Stock as of the original issue date own at least
85% of the shares of Series E Convertible Preferred Stock issued on the original issue date, the holders of the outstanding shares of Series E Convertible Preferred Stock, voting as a separate class, are entitled to elect two individuals to the
Board of Directors (each, a “Series E Director”); and |
| |
• |
|
for so long as the initial holders (or their Permitted Transferees) of the outstanding shares of Series E Convertible Preferred Stock as of the original issue date own at least 42.5% of the shares of Series E
Convertible Preferred Stock issued on the original issue date, the holders of the outstanding shares of Series E Convertible Preferred Stock, voting as a separate class, are entitled to elect one Series E Director. |
Under the Articles of Amendment, the Issuer may not take certain actions without first having obtained the written consent of the holders of a
majority of the outstanding shares of Series E Convertible Preferred Stock (the “Protective Provisions”), including, without limitation (a) issuing any indebtedness directly or indirectly convertible into or exchangeable for any
capital stock;
(b) redeeming or repurchasing or permitting any subsidiary of the Issuer to redeem or repurchase any shares of any class or series of capital stock of the Issuer, subject to certain
exceptions, including an exception that applies if the Issuer has paid in full all accrued and accumulated dividends on the Series E Convertible Preferred Stock through the last dividend payment date; provided that, in such case, a redemption or
repurchase generally cannot be made using indebtedness proceeds; and (c) increasing or decreasing the maximum number of directors on the Board of Directors to more than ten persons or to less than eight persons.
Redemption. Under the Articles of Amendment, after the earliest of (a) the seventh anniversary of the original issue
date, (b) the consummation of a Change of Control (as defined in the Articles of Amendment), (c) a bankruptcy, a dissolution, a liquidation or the winding up the affairs of the Issuer or (d) any breach by the Issuer of the Protective
Provisions (which breach has remained uncured for a period of 30 days, provided such 30-day cure period shall not apply if such breach is not capable of cure), each holder of outstanding shares of Series E Convertible Preferred Stock shall, have the
right to cause the Issuer to redeem any or all of the outstanding shares of Series E Convertible Preferred Stock held by such holder. The “Redemption Price” for the shares will be equal to their original issue price plus all unpaid accrued
and accumulated dividends thereon (including any amounts accrued and unpaid since the last dividend payment date).
Under the Articles of
Amendment, a “Change of Control” includes, among other things, (a) the sale, transfer, lease or other disposition, in one or a series of related transactions, of assets (including equity interests in any subsidiary of the Issuer)
comprising a majority of the assets of the wood fibre, wood pellet and related businesses of the Issuer and its subsidiaries, other than any sale in a public offering of limited partner interests or other equity interests in any subsidiary of the
Issuer, so long as the Issuer, directly or indirectly, owns a majority of the voting and economic interests in the general partner, manager or similar governing entity of such subsidiary; and (b) the Issuer ceasing to own or control, directly
or indirectly (i) a majority of the shares of capital stock or equity, partnership or membership interests of the general partner of Rentech Nitrogen Partners, L.P., or (ii) its general partner. Under the Articles of Amendment, a
“Change of Control” does not include any removal of or failure to re-elect any or all of the directors of the Issuer if such removal or failure to re-elect is approved by such vote of the Issuer’s shareholders as is required
under the Issuer’s Articles of Incorporation and Bylaws.
The Issuer may redeem all, but not less than all, of the outstanding shares
of Series E Convertible Preferred Stock at any time after the seventh anniversary of the original issue date for a price equal to the Redemption Price.
Issuer Call Right. Under the Subscription Agreement, at any time after February 12, 2015, the Issuer shall have the right
(the “Call Right”) to repurchase all, but not less than all, of the Purchased Shares in exchange for the Call Price per Purchased Share (as defined below) and the issuance to the GSO Funds of warrants (the “Repurchase Warrants”)
exercisable in the aggregate for the number of shares of Common Stock into which the Purchased Shares are convertible on the date of such repurchase at an exercise price of per share of Common Stock equal to the Conversion Price in effect on the
date of such repurchase (subject to appropriate adjustment for stock splits, dividends, combinations, recapitalizations and the like) with any fractional shares paid in cash and subject to a cap of 45,045,045 shares of Common Stock (subject to
appropriate adjustment for stock splits, dividends, combinations, recapitalizations and the like). The “Call Price” for the Purchased Shares will be $1000 per Purchased Share (as adjusted for any stock splits, stock dividends,
recapitalizations or similar transaction with respect to the Series E Convertible Preferred Stock) plus all unpaid accrued and accumulated dividends thereon (including any amounts accrued and unpaid since the last dividend payment date). If issued,
the Repurchase Warrants will have an exercise price equal to the conversion price of the Purchased Shares (the “Conversion Price”), which is $2.22 per share (subject to appropriate adjustment for stock splits, dividends, combinations,
recapitalizations and the like). A form of Repurchase Warrant is attached as Exhibit H to Amendment No. 1.
GSO Funds Put
Right. Under the Subscription Agreement, the GSO Funds have the right to elect to cause the Company to repurchase from the GSO Funds any or all of the Purchased Shares for a price of (the “COC Put Price”) $1000 per Purchased Share
(as adjusted for any stock splits, stock dividends, recapitalizations or similar transaction with respect to the Series E Convertible Preferred Stock) plus all unpaid accrued and accumulated dividends thereon (including any amounts accrued and
unpaid since the last dividend payment date) upon (i) a “Change of Control” as defined in the A&R Credit Agreement (as defined below) that is not also a “Change of Control” as defined in the Articles of Amendment or
(ii) the sale, transfer, conveyance, encumbrance or other disposition of common units of RNP owned by Newco (a defined below) that are pledged pursuant to the A&R Put Option Pledge Agreement (as defined below).
Liquidation. Under the Articles of Amendment, in the event of any liquidation, dissolution or winding up of the Issuer,
whether voluntary or involuntary, holders of each outstanding share of Series E Convertible Preferred Stock will be entitled to be paid out of the assets of the Issuer available for distribution to shareholders, before any payment may be made to the
holders of any other class or series of capital stock of the Issuer, an amount equal to the greater of (a) Redemption Price of each outstanding share of Series E Convertible Preferred Stock held and (b) the amount that such holder would
have been entitled to receive upon the liquidation, dissolution or winding up of the Issuer if all outstanding shares of Series E Convertible Preferred Stock had been converted into Common Stock immediately prior to such liquidation, dissolution or
winding up of the Issuer.
Purchaser Nominees. Under the Subscription Agreement, in addition to the rights under the
Articles of Amendment, for so long as the GSO Funds in the aggregate have record and beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of shares of Common Stock issued upon conversion of the Purchased Shares or exercise
of the Repurchase Warrants (the “Conversion Shares”) that constitute at least 6% of the outstanding Common Stock, the GSO Funds’ collectively have the right to nominate one
person for election to the Board of Directors of the Issuer (a “Purchaser Nominee”). For so long as the GSO Funds in the aggregate have record and beneficial ownership of Conversion
Shares that constitute more than 18% of the outstanding Common Stock and less than 42.5% of the Series E Convertible Preferred Stock issued on the date of the Original Subscription Agreement, the GSO Funds collectively are entitled to nominate a
total of two Purchaser Nominees for election to the Board of Directors.
If the GSO Funds are entitled to appoint two Series E Directors,
or to appoint at least one Series E Director and to nominate at least one Purchaser Nominee, one such Series E Director or Purchaser Nominee must satisfy all independence and other requirements of membership on the Board of Directors imposed by the
Nasdaq Stock Market Rules (other than the requirements of Rule 10A-3(b)(1)(ii) under the Exchange Act, which relates to audit committee membership). For so long as the GSO Funds have the right to appoint or nominate at least one person to the Board
of Directors in accordance with the Subscription Agreement, the GSO Funds collectively have the right to appoint one observer (the “Observer”) to the Board of Directors who must be reasonably acceptable to the Issuer.
Restrictions on Transfer. No GSO Fund may Transfer any of the Purchased Shares to any person (other than pursuant to the
Articles of Amendment or a Put Option Agreement) without the prior written consent of the Issuer, which shall not be unreasonably withheld, delayed or conditioned. However, without the prior written consent of the Issuer, a GSO Fund may transfer
Purchased Shares to a Permitted Transferee in accordance with the Subscription Agreement. Among other things, the GSO Funds generally may not sell on any day an aggregate number of shares of Common Stock in excess of 25% of the average daily trading
volume of the Common Stock for the preceding three months on the national securities exchange on which it is traded, except pursuant to an underwritten offering of the Common Stock in a registration effected by the Issuer pursuant to the
Registration Rights Agreement.
Standstill. Under the Subscription Agreement, each GSO Fund has agreed that until
April 9, 2015 (the “Restricted Period”), without the prior written consent of the Issuer, it will not at any time, nor will it cause or permit any of its affiliates under the credit business segment of The Blackstone Group L.P. to,
acquire, directly or indirectly, by purchase or otherwise, record or beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act), of any additional shares of the Common Stock (other than shares of the Common Stock issued upon
conversion of the Series E Convertible Preferred Stock or exercise of the Repurchase Warrants, and any other shares directly issued by the Issuer). However, if, at any time, the GSO Funds, in the aggregate, have record or beneficial ownership of
less than 10% of the outstanding shares of the Common Stock determined on a fully diluted basis, then the GSO Funds, in the aggregate, may acquire record or beneficial ownership of additional shares of the Common Stock, so long as the GSO Funds, in
the aggregate, do not have record or beneficial ownership of 10% or more of the outstanding shares of the Common Stock determined on a fully diluted basis. If the Issuer takes any direct or indirect action that results in the number of shares of
Common Stock outstanding being reduced (e.g., stock repurchases), no GSO Fund will be deemed to have breached this provision as a result of such action. During the Restricted Period, each of the GSO Funds have also agreed to comply with certain
customary “standstill” restrictions.
Hedging Transactions. Each GSO Fund has agreed that it will not enter
into any Hedging Transactions (as defined in the Subscription Agreement). However, (a) if the trading price of the Common Stock is more than two times the Conversion Price for at least 30 consecutive trading days immediately prior to a hedging
transaction, then such GSO Fund may enter into such hedging transaction (other than any short sale) and (b) the restrictions on hedging transactions will terminate and be of no further force or effect when the GSO Funds, in the aggregate, cease
to have beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of more than 5% of the outstanding shares of the Common Stock.
Certain New Securities. If, after the date of the Original Subscription Agreement, the Issuer intends to issue New
Securities (as defined in the Subscription Agreement) for cash to any person, then, at least 10 business days prior to the issuance of the New Securities, the Issuer must offer the New Securities to the GSO Funds. However, the Issuer will have no
obligation to make an offer unless at such time (a) the GSO Funds, in the aggregate, have record and beneficial ownership of more than 5% of the outstanding shares of the Common Stock (which shall be determined assuming conversion of all of the
shares of Series E Convertible Preferred Stock or exercise cash exercise of all of the Repurchase Warrants in full, as applicable), and (b) the trading price of the Common Stock has not exceeded $1.85 per share (the “Closing Price”)
for the thirty trading days ending on the last day of the month immediately preceding the month in which the contemplated closing of the issuance of New Securities occurs. The GSO Funds collectively will have the right to purchase all but not less
than all of the New Securities on the terms and conditions set forth in the offer for a period of 10 business days. If the GSO Funds do not elect to purchase all of the New Securities, the Issuer may sell the New Securities on terms and conditions
that are no more favorable in the aggregate to the applicable purchaser than those set forth in the offer. If such sale is not consummated within 120 days of the date upon which the offer is given, then no issuance of New Securities may be made
thereafter by the Issuer without again offering the same to the GSO Funds in accordance with the Subscription Agreement.
Exemption
Letter. In connection with the execution and delivery of the Original Subscription Agreement, the Issuer granted the GSO Funds, GSO Capital Partners LP and certain affiliates, investment funds and accounts (collectively, the “GSO
Investors”) an exemption from the Issuer’s Tax Benefit Preservation Plan, dated as of August 5, 2011, between the Issuer and Computershare Trust Company, N.A., as rights agent (the “Tax Benefit Preservation Plan”), which
exemption (the “Exemption”) provides that each GSO Investor is an “Exempt Person” pursuant to Section 28 of the Tax Benefit Preservation Plan and that none of the GSO Investors, alone or in combination, shall be an
“Acquiring Person” pursuant thereto. In exchange for granting the Exemption, the GSO Investors agreed that, during the period when the Tax Benefit Preservation Plan remains in effect, (a) the GSO Investors will not beneficially
own more than 19.9% of the Common Stock (or 15%, 10% or 5% of the outstanding Common Stock if the GSO Investors’ aggregate beneficial ownership of Common Stock declines below 15%, 10% or 5%,
respectively, of the Issuer’s outstanding Common Stock), (b) no GSO Investor will acquire Common Stock for the purposes of (i) accumulating any particular minimum combined percentage interest of the total outstanding Common Stock in
combination with any person (other than a GSO Investor) or (ii) changing or influencing control of the Issuer in combination with any Person (other than a GSO Investor), (c) no GSO Investor will have any formal or informal understanding
with any person (other than a GSO Investor) to make coordinated acquisitions of Common Stock within the meaning of Section 1.382-3(a)(1)(i) of the Treasury Regulations, and (d) no GSO Investor will base its decision on whether to invest in
Common Stock on the investment decision of any person other than a GSO Investor. On February 12, 2015, in connection with execution and delivery of Amendment No. 1, the Issuer broadened the GSO Investor’s Exemption to account for the
possibility that the Repurchase Warrants are issued and exercised.
Credit Agreement
On April 9, 2014, Rentech Nitrogen Holdings, Inc. (the “Borrower”), an indirect wholly owned subsidiary of the Issuer, entered
into a Term Loan Credit Agreement (the “Credit Agreement”) among the Borrower, the GSO Funds, as lenders, Credit Suisse AG, Cayman Islands Branch, as administrative agent and each lender from time to time party thereto.
The facility under the Credit Agreement consisted of a $50 million delayed draw term loan facility, with a five year maturity that was
guaranteed pursuant to the Guaranty Agreement, dated as of April 9, 2014, by the Issuer in favor of Credit Suisse AG, Cayman Islands Branch (the “Guarantee Agreement”). The obligations of the Borrower under the that facility were
unconditionally guaranteed by the Issuer and secured by 2,762,431 common units of Rentech Nitrogen Partners, L.P. (“RNP”) owned by the Borrower pursuant to the Pledge Agreement, dated as of April 15, 2014, by and between the Borrower
and Credit Suisse AG, Cayman Islands Branch (the “Credit Agreement Pledge Agreement”). The term loan facility under the Credit Agreement was subject to 2.00% original issue discount and borrowings under the facility beared interest at a
rate equal to the greater of (i) LIBOR plus 7.00% per annum and (ii) 8.00% per annum. In the event the Issuer prepaid the facility prior to its first anniversary, subject to certain exceptions, it would have been required to pay
a prepayment fee equal to 1.00% of the amount of the prepayment. The facility also contained customary affirmative and negative covenants and events of default relating to the Borrower and the Issuer, including, among other things, change of control
(however, a change of control did not include any removal of or failure to re-elect any or all of the directors of the Issuer) and limitations on the incurrence of indebtedness and liens, the sale of assets, and the making of restricted payments by
the Borrower and the Issuer. In addition, upon the occurrence of an initial public offering of the wood pellets or wood fibre operations of the Issuer, the Issuer would have been required to offer to prepay the entire outstanding principal amount of
the facility.
A&R Credit Agreement
On February 12, 2015 (the “Restatement Date”), the Borrower entered into an Amended and Restated Term Loan Credit Agreement (the
“A&R Credit Agreement”) among the Borrower, the GSO Funds, as lenders, Credit Suisse AG, Cayman Islands Branch, as administrative agent and each lender from time to time party thereto. The A&R Credit Agreement amends and restates
the Credit Agreement.
The aggregate $113 million term loan facility under the A&R Credit Agreement consists of $50 million Tranche A
loans, $45 million Tranche B loans and $18 million Tranche C loans. The Tranche A loans were borrowed in full under the Credit Agreement on April 15, 2014, and $25 million of the Tranche B loans were borrowed on the Restatement Date, with the
remaining Tranche B and C loans available as a delayed draw facility. The term loan facility matures on April 9, 2019 and is guaranteed pursuant to the Amended and Restated Guaranty Agreement, dated as of the Restatement Date, by the Issuer and
certain of its subsidiaries from time to time (collectively, the “A&R Guarantors”) in favor of Credit Suisse AG, Cayman Islands Branch (the “A&R Guaranty Agreement”) which amends and restated the Guaranty Agreement. The
obligations of the Borrower under the facility are unconditionally guaranteed by the A&R Guarantors and are secured by (i) 13,796,686 common units of RNP owned by the Borrower pursuant to the Amended and Restated Pledge Agreement, dated as
of the Restatement Date, by and between Rentech Nitrogen Holdings, Inc. and Credit Suisse AG, Cayman Islands Branch (the “A&R Credit Agreement Pledge Agreement”) which amended and restated the Credit Agreement Pledge Agreement and
(ii) liens on substantially all the assets of the Borrower, the Issuer and certain of its subsidiaries from time to time, including equity interests, pursuant to certain other pledge and security agreements. The term loan facility is subject to
2.00% original issue discount. Tranche A loans bear interest at a rate equal to the greater of (i) LIBOR plus 7.00% per annum and (ii) 8.00% per annum. Tranche B and Tranche C loans bear interest at a rate equal to the greater of
(i) LIBOR plus 9.00% per annum and (ii) 10.00% per annum. In the event the Issuer prepays the facility prior to its first anniversary of the Restatement Date, subject to certain exceptions, it will be required to pay a prepayment
fee equal to 1.00% of the amount of the prepayment.
The facility contains customary affirmative and negative covenants and events of
default relating to the Borrower, the Issuer and certain of its subsidiaries. The covenants and events of default include, among other things, change of control (however, a change of control does not include any removal of or failure to re-elect any
or all of the directors of the Issuer) and limitations on the incurrence of indebtedness and liens, the sale of assets, the making of restricted payments and investments, entering into new businesses and affiliate transactions by the Borrower, the
Issuer and certain of its subsidiaries. In addition, upon the occurrence of an initial public offering of the wood pellets or wood fibre operations of the Issuer, the Issuer must make an offer to prepay the entire outstanding principal amount of the
facility.
Registration Rights Agreement
On April 9, 2014, the Issuer and the GSO Funds entered into a Registration Rights Agreement (the “Registration Rights
Agreement”) pursuant to which, among other things, the Issuer granted the GSO Funds certain registration rights. Under the Registration Rights Agreement, the Issuer was required to use its reasonable best efforts to cause the registration of
the Conversion Shares issuable upon conversion of the Series E Convertible Preferred Stock. On February 12, 2015 the Issuer and the GSO Funds entered into an Amended and Restated Registration Rights Agreement (the “A&R Registration
Rights Agreement”) which amended and restated the Registration Rights Agreement in order to include the Conversion Shares issuable upon exercise of the Repurchase Warrants.
Put Option Agreement
On
April 9, 2014, a then-newly formed wholly owned subsidiary of the Issuer (“NewCo”) and each of the GSO Funds entered into a Put Option Agreement (the “Put Option Agreements”). Under the Put Option Agreements, NewCo granted
to each GSO Fund the right, but not obligation, to cause NewCo to purchase any or all of the Purchased Shares (other than Purchased Shares that have been redeemed) within 90 days following the date on which the GSO Fund receives written notice of
the occurrence of a Put Trigger Event for a purchase price of equal to (a) $1,000 per Purchased Share (as adjusted for stock splits, stock dividends, recapitalizations or similar transactions with respect to the Purchased Shares), plus
(b) all accrued and unpaid dividends on such Purchased Shares (including all amounts accrued since the last dividend payment date). Under the Put Option Agreements, a “Put Trigger Event” means, among other things, the failure of the
Issuer to redeem the Purchased Shares and to pay to the GSO Fund the Redemption Price of such shares on the applicable redemption date pursuant to the Articles of Amendment whether or not such payment or redemption is legally permissible or is
otherwise prohibited. All obligations of NewCo under the Put Option Agreements are secured by 5,524,862 common units of RNP owned by Newco pursuant to the Pledge Agreement, dated as of April 9, 2014, by and among NewCo, the GSO Funds, and
Credit Suisse AG, Cayman Islands Branch (the “Put Option Pledge Agreement”).
On February 12, 2015, NewCo and each of the
GSO Funds entered into an Amended and Restated Put Option Agreement (the “A&R Put Option Agreements”) which amended and restated the Put Option Agreements. The terms of the A&R Put Option Agreements are substantially similar to the
Put Option Agreements. Under the A&R Put Option Agreements, NewCo has granted to each GSO Fund the right, but not obligation, to cause NewCo to purchase any or all of the Purchased Shares (other than Purchased Shares that have been redeemed)
within 90 days following the date on which the GSO Fund receives written notice of the occurrence of a Put Trigger Event for a purchase price of equal to (a) $1,000 per Purchased Share (as adjusted for stock splits, stock dividends,
recapitalizations or similar transactions with respect to the Purchased Shares), plus (b) all accrued and unpaid dividends on such Purchased Shares (including all amounts accrued since the last dividend payment date). Under the A&R Put
Option Agreements, a “Put Trigger Event” means, among other things, (a) the failure of the Issuer to redeem the Purchased Shares and to pay to the GSO Fund the Redemption Price of such shares on the applicable redemption date pursuant
to the Articles of Amendment whether or not such payment or redemption is legally permissible or is otherwise prohibited or (b) the failure of the Issuer to purchase the Purchased Shares and pay to the GSO Fund the COC Put Price on the date
required therefor pursuant to the Subscription Agreement. All obligations of NewCo under the A&R Put Option Agreements are secured by 9,453,314 common units of RNP owned by Newco pursuant to the Amended and Restated Pledge Agreement, dated as of
February 12, 2014, by and among NewCo, the GSO Funds, and Credit Suisse AG, Cayman Islands Branch (the “A&R Put Option Pledge Agreement”).
Each A&R Put Option Agreement will terminate upon the earliest of (a) the time when the Issuer has redeemed all of the Purchased
Shares held by the GSO Fund and paid to the GSO Fund the Redemption Price pursuant to the Articles of Amendment, (b) the time when all of the Purchased Shares of the GSO Fund have converted into shares of the Common Stock pursuant to the
Articles of Amendment, (c) the time when the Issuer has exercised the Call Right, issued to the GSO Fund the Repurchase Warrant and paid to the GSO Fund the Call Price for each of its Purchased Shares pursuant to the Subscription Agreement or
(d) in the event that, on each trading day in a consecutive 90-day period, the volume-weighted average of the intraday sale prices price per share of the Common Stock, for such trading day on all domestic securities exchanges on which the
Common Stock may at the time be listed is equal to or greater than two times the then-applicable Conversion Price.
The descriptions of
the Credit Agreement, the A&R Credit Agreement, the Subscription Agreement (including the Original Subscription Agreement and Amendment No. 1), the Articles of Amendment, the Registration Rights Agreement, the A&R Registration Rights
Agreement, the Put Option Agreements, the A&R Put Option Agreements, the Put Option Pledge Agreement, the A&R Put Option Pledge Agreement, the Guaranty Agreement, the A&R Guaranty Agreement, the Credit Agreement Pledge Agreement and the
A&R Credit Agreement Pledge Agreement contained in this Item 6 are not intended to be complete and are qualified in their entirety by reference to such agreements, each of which is filed as an exhibit hereto and incorporated by reference
herein.
| Item 7. |
Material to be Filed as Exhibits. |
Item 7 of this Schedule 13D is hereby
amended by adding the following:
|
|
|
|
|
| Exhibit M |
|
Amendment No. 1 to Subscription Agreement, dated as of February 12, 2015, by and among the Issuer, the GSO Funds and the GSO Funds’ Representative thereunder (incorporated by reference from Exhibit 10.1 to the Current
Report on Form 8-K of the Issuer, filed with the Securities and Exchange Commission on February 19, 2015). |
|
|
|
|
|
| Exhibit N |
|
Amended and Restated Rights Agreement, dated as of February 12, 2015, by and among the Issuer, the GSO Funds and the GSO Funds’ Representative (incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K
of the Issuer, filed with the Securities and Exchange Commission on February 19, 2015). |
|
|
| Exhibit O |
|
Form of Amended and Restated Put Option Agreement, dated as of February 12, 2015, by and between Newco and each GSO Fund (incorporated by reference from Exhibit 10.3 to the Current Report on Form 8-K of the Issuer,
filed with the Securities and Exchange Commission on February 19, 2015). |
|
|
| Exhibit P |
|
Amended and Restated Pledge Agreement, dated as of February 12, 2015, by and among NewCo, the GSO Funds, and Credit Suisse AG, Cayman Islands Branch. |
|
|
| Exhibit Q |
|
Amended and Restated Term Loan Credit Agreement, dated as of February 12, 2015, among Rentech Nitrogen Holdings, Inc., the Lenders party thereto, and Credit Suisse AG, Cayman Islands Branch (incorporated by reference from Exhibit
10.4 to the Current Report on Form 8-K of the Issuer, filed with the Securities and Exchange Commission on February 19, 2015). |
|
|
| Exhibit R |
|
Amended and Restated Guaranty Agreement, dated as of February 12, 2015, by the Issuer and certain of its subsidiaries from time to time in favor of Credit Suisse AG, Cayman Islands Branch (incorporated by reference from Exhibit 10.5
to the Current Report on Form 8-K of the Issuer, filed with the Securities and Exchange Commission on February 19, 2015). |
|
|
| Exhibit S |
|
Amended and Restated Pledge Agreement, dated as of February 12, 2015, by and between Rentech Nitrogen Holdings, Inc. and Credit Suisse AG, Cayman Islands Branch. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 25, 2014
|
|
|
| GSO Cactus Credit Opportunities Fund LP |
| By: |
|
GSO Capital Partners LP, its investment advisor |
|
|
| By: |
|
/s/ Marisa Beeney |
| Name: |
|
Marisa Beeney |
| Title: |
|
Authorized Signatory |
|
| Steamboat Credit Opportunities Master Fund LP |
| By: |
|
GSO Capital Partners LP, its investment advisor |
|
|
| By: |
|
/s/ Marisa Beeney |
| Name: |
|
Marisa Beeney |
| Title: |
|
Authorized Signatory |
|
| GSO Coastline Credit Partners LP |
| By: |
|
GSO Capital Partners LP, its investment advisor |
|
|
| By: |
|
/s/ Marisa Beeney |
| Name: |
|
Marisa Beeney |
| Title: |
|
Authorized Signatory |
|
| GSO Aiguille des Grands Montets Fund II LP |
| By: |
|
GSO Capital Partners LP, its investment manager |
|
|
| By: |
|
/s/ Marisa Beeney |
| Name: |
|
Marisa Beeney |
| Title: |
|
Authorized Signatory |
[Schedule 13D/A – Rentech, Inc.]
|
|
|
| GSO Palmetto Opportunistic Investment Partners LP |
| By: GSO Palmetto Opportunistic Associates LLC,
its general partner |
|
|
| By: |
|
/s/ Marisa Beeney |
| Name: |
|
Marisa Beeney |
| Title: |
|
Authorized Signatory |
|
| GSO Credit A-Partners LP |
| By: GSO Credit-A Associates LLC,
its general partner |
|
|
| By: |
|
/s/ Marisa Beeney |
| Name: |
|
Marisa Beeney |
| Title: |
|
Authorized Signatory |
|
| GSO Palmetto Opportunistic Associates LLC |
|
|
| By: |
|
/s/ Marisa Beeney |
| Name: |
|
Marisa Beeney |
| Title: |
|
Authorized Signatory |
|
| GSO Credit-A Associates LLC |
|
|
| By: |
|
/s/ Marisa Beeney |
| Name: |
|
Marisa Beeney |
| Title: |
|
Authorized Signatory |
|
| GSO Special Situations Fund LP |
| By: GSO Capital Partners LP,
its investment manager |
|
|
| By: |
|
/s/ Marisa Beeney |
| Name: |
|
Marisa Beeney |
| Title: |
|
Authorized Signatory |
|
| GSO Special Situations Overseas Master Fund Ltd. |
| By: GSO Capital Partners LP,
its investment manager |
|
|
| By: |
|
/s/ Marisa Beeney |
| Name: |
|
Marisa Beeney |
| Title: |
|
Authorized Signatory |
[Schedule 13D/A – Rentech, Inc.]
|
|
|
| GSO Holdings I L.L.C. |
|
|
| By: |
|
/s/ John G. Finley |
| Name: |
|
John G. Finley |
| Title: |
|
Chief Legal Officer |
|
| GSO Capital Partners LP |
|
|
| By: |
|
/s/ Marisa Beeney |
| Name: |
|
Marisa Beeney |
| Title: |
|
Authorized Signatory |
|
| GSO Advisor Holdings L.L.C. |
| By: Blackstone Holdings I L.P., its sole member |
| By: Blackstone Holdings I/II GP Inc., its
general partner |
|
|
| By: |
|
/s/ John G. Finley |
| Name: |
|
John G. Finley |
| Title: |
|
Chief Legal Officer |
|
| Blackstone Holdings I L.P. |
| By: Blackstone Holdings I/II GP Inc., its
general partner |
|
|
| By: |
|
/s/ John G. Finley |
| Name: |
|
John G. Finley |
| Title: |
|
Chief Legal Officer |
|
| Blackstone Holdings I/II GP Inc. |
|
|
| By: |
|
/s/ John G. Finley |
| Name: |
|
John G. Finley |
| Title: |
|
Chief Legal Officer |
|
| The Blackstone Group L.P. |
| By: Blackstone Group Management L.L.C., its
general partner |
|
|
| By: |
|
/s/ John G. Finley |
| Name: |
|
John G. Finley |
| Title: |
|
Chief Legal Officer |
[Schedule 13D/A – Rentech, Inc.]
|
|
|
| Blackstone Group Management L.L.C. |
|
|
| By: |
|
/s/ John G. Finley |
| Name: |
|
John G. Finley |
| Title: |
|
Chief Legal Officer |
|
| Bennett J. Goodman |
|
|
| By: |
|
/s/ Marisa Beeney |
| Name: |
|
Marisa Beeney |
| Title: |
|
Attorney-in-Fact |
|
| J. Albert Smith III |
|
|
| By: |
|
/s/ Marisa Beeney |
| Name: |
|
Marisa Beeney |
| Title: |
|
Attorney-in-Fact |
|
| Douglas I. Ostrover |
|
|
| By: |
|
/s/ Marisa Beeney |
| Name: |
|
Marisa Beeney |
| Title: |
|
Attorney-in-Fact |
|
|
| By: |
|
/s/ Stephen A. Schwarzman |
| Stephen A. Schwarzman |
[Schedule 13D/A – Rentech, Inc.]
Exhibit P
EXECUTION
AMENDED AND
RESTATED PLEDGE AGREEMENT
(Put Option Agreement)
This Amended and Restated Pledge Agreement (this “Agreement”) is entered into as of February 12, 2015, by and among
DSHC, LLC, a Delaware limited liability company (“Pledgor”), each Person listed on the signature pages hereto and identified thereon as an Optionee (each such Person, together with its successors and assigns, an
“Optionee”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, acting in its capacity as collateral agent for the benefit of each Optionee (the “Collateral Agent”).
WHEREAS, each Optionee is party to an identical Amended and Restated Put Option Agreement, dated as of the date hereof, entered into
between such Optionee and the Pledgor (each such agreement as amended, amended and restated, supplemented, restated, or otherwise modified from time to time, collectively, the “Put Option Agreement”).
WHEREAS, in connection with the execution of each Put Option Agreement, Pledgor has agreed to execute and deliver this Agreement to the
Collateral Agent in order to amend and restate the Pledge Agreement (Put Option Agreement), dated as of April 9, 2014 (the “Original Pledge Agreement”), among the parties hereto and continue the Liens on the Collateral
(hereinafter defined) created by the Original Pledge Agreement in favor of the Collateral Agent to secure the Aggregate Put Obligations, as herein provided.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the parties hereto
agree as follows:
1. Appointment of Collateral Agent; Defined Terms.
(a) Each Optionee hereby appoints Credit Suisse AG, Cayman Islands Branch as Collateral Agent hereunder. Each party hereto agrees that the
rights, duties and responsibilities of the Collateral Agent shall be as set forth in Exhibit A to this Agreement.
(b) Capitalized terms
used herein shall have the meanings provided below or, if not defined below, in the Put Option Agreement. In addition, unless the context indicates otherwise, terms which are defined in the UCC are used herein as so defined.
“Agreement” has the meaning provided that term in the preamble to this Agreement.
“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided that unless expressly stated otherwise, in no event will a reference to an “Affiliate” of Pledgor be deemed to refer to Issuer and
in no event will a reference to an “Affiliate” of Issuer be deemed to refer to the Pledgor.
“Aggregate Put
Obligations” means, for all Optionees, the aggregate of the Optionee Put Obligations of such Optionees.
“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, New York City, New York.
1
“Cash Substitution Release Notice” has the meaning provided that term in
Section 4(b) below.
“Collateral” has the meaning provided that term in Section 4(a) below.
“Collateral Account” means, collectively, the Optionee Collateral Accounts for all Optionees.
“Collateral Agent” has the meaning provided that term in the preamble to this Agreement.
“Collateral Shares” means, as of any date, all units of Underlying Equity pledged to the Collateral Agent and credited to the
Collateral Account hereunder as of such date.
“Collateral Shares Price” means (i) as of the date of this Agreement,
the volume weighted average price for Collateral Shares on the New York Stock Exchange for the sixty trading day period ending four (4) Business Days immediately preceding the date of this Agreement and (ii) as of any date after the date
of this Agreement (such later date, the “determination date”), the lesser of (x) the volume weighted average price for Collateral Shares on the New York Stock Exchange for the sixty trading day period ending two
(2) Business Days immediately preceding the determination date and (y) the closing price for the Collateral Shares on the New York Stock Exchange on the second Business Day immediately preceding the determination date, provided that
the Collateral Shares Price determined pursuant to this clause (ii) shall be zero if, as of the determination date, the Issuer has been delisted from the New York Stock Exchange, trading in the Collateral Shares on the New York Stock Exchange
has been suspended, or it is otherwise impracticable to determine the trading price of the Collateral Shares as of the determination date.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
“Control Agreement” means that certain Collateral Account Control Agreement, dated as of April 15, 2014, executed by
Pledgor, Collateral Agent, and Custodian with respect to the Collateral Account, as such agreement is amended, amended and restated, supplemented, restated, or otherwise modified from time to time.
“CR Release Notice” has the meaning provided that term in Section 4(c) below.
“Custodian” means The Bank of New York Mellon and its successors and assigns.
“Default Rate” means 4.5%.
“Event of Default” means, with respect to any Optionee, any failure of the Pledgor to pay to such Optionee on the date when
due the amount determined pursuant to Section 2(a) of such Optionee’s Put Option Agreement upon the exercise by such Optionee of any Put Right thereunder.
“Issuer” means Rentech Nitrogen Partners, L.P., a Delaware limited partnership (ticker RNF).
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“Law” means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any governmental authority charged with the enforcement,
interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any governmental authority, in each case whether or not having the force of
law.
“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement,
right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).
“Optionee” has the meaning provided that term in the preamble to this Agreement.
“Optionee Collateral” means, with respect to any Optionee, that portion of the Collateral attributable to such Optionee.
“Optionee Collateral Account” means, with respect to any Optionee, the account of Pledgor established and maintained by
Custodian listed alongside the name of such Optionee on Schedule 1 hereto, including any subaccount, substitute, successor or replacement account thereof.
“Optionee Put Obligation” means, with respect to any Optionee, the obligation of the Pledgor to pay to such Optionee the
amount determined pursuant to Section 2(a) of such Optionee’s Put Option Agreement upon the exercise by such Optionee of any Put Right thereunder.
“Optionee Put Option Agreement” means, with respect to any Optionee, the Put Option Agreement to which such Optionee is a
party, as each such agreement is amended, amended and restated, supplemented, restated, or otherwise modified from time to time.
“Ordinary Cash Distribution” means, with respect to any calendar quarter, a cash distribution announced by Issuer as the
regular quarterly cash distribution for such quarter.
“Original Pledge Agreement” has the meaning provided that term in
the recitals to this Agreement.
“Partnership Agreement” means that certain Third Amended and Restated Agreement of
Limited Partnership of Issuer, dated as of November 1, 2012 (as amended, restated, amended and restated, modified or supplemented from time to time).
“Permitted Liens” means the Liens granted to (a) the Collateral Agent under this Agreement and (b) Custodian at the
priority levels permitted under the Control Agreement.
“Person” means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, governmental authority or other entity.
“Pledged Underlying
Equity” has the meaning specified in Section 6(l) below.
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“Pledgor” has the meaning provided that term in the preamble to this Agreement.
“Put Option Agreement” has the meaning provided that term in the recitals to this Agreement.
“Registration Demand” has the meaning specified in Section 6(l) below.
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers,
employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.
“Repurchase Release
Notice” has the meaning provided that term in Section 4(d) below.
“Rentech Common Shares” means the shares
of common stock of Rentech, Inc., $0.01 par value per share.
“Rentech Organizational Documents” means, as of any date,
the organizational documents of Rentech, Inc. as in effect on such date.
“Rentech Preferred Shares” means the shares of
Preferred Stock (as such term is defined in the each Optionee Put Option Agreement) of Rentech, Inc.
“Required Collateral Shares
Amount” has the meaning specified in Section 5(b) below.
“Required Optionees” means, as of any date of
determination, Optionees having more than 50% of the outstanding Rentech Preferred Shares.
“Subscription Agreement”
means that certain Subscription Agreement, dated as of April 9, 2014, by and among Rentech, Inc. and the other parties thereto (as amended, restated, amended and restated, modified or supplemented from time to time).
“Term Loan Collateral Agent” has the meaning specified in Section 6(l) below.
“Term Loan Pledge Agreement” has the meaning specified in Section 6(l) below.
“Term Loan Pledgor” has the meaning specified in Section 6(l) below.
“Transfer” has the meaning given to such term in the Subscription Agreement.
“UCC” has the meaning specified in Section 9(a)(iv) below.
“Underlying Equity” means the common units of Issuer.
2. Optionee Collateral Table. Schedule 1 contains a table setting forth the following information (which Schedule shall be updated from time to
time as provided in Section 10(h) below in connection with transfers by an Optionee of the Rentech Preferred Shares held by it).
(a)
The first column sets forth the name of each Optionee.
4
(b) The second column sets forth, for each Optionee, the number of Collateral Shares pledged
hereunder securing the Optionee Put Obligations of such Optionee as of the date of this Agreement.
(c) The third column sets forth, for
each Optionee, the account number of the Optionee Collateral Account for such Optionee.
3. Security Interest. Pledgor hereby pledges,
collaterally assigns and grants to the Collateral Agent for the benefit of the Optionees a first priority security interest in and lien on, and a right of set-off against, the Collateral to secure the payment and the performance of the Aggregate Put
Obligations.
4. Collateral.
(a) Collateral Description. The security interest granted hereunder to the Collateral Agent for the benefit of the Optionees is in all
of Pledgor’s right, title and interest in and to, or otherwise with respect to, the following property and assets, whether now owned or hereafter acquired (collectively, the “Collateral”):
(i) the Collateral Account;
(ii) all Underlying Equity held in or credited to the Collateral Account, including, without limitation, all economic and non-economic
interests of Pledgor in the Issuer with respect to such Underlying Equity;
(iii) all cash, securities, securities entitlements, commodity
contracts, general intangibles, investment property, financial assets, instruments, accounts, chattel paper, documents, bank accounts, securities accounts, and other property which may from time to time be deposited, credited, held or carried in the
Collateral Account, or that is delivered to or in the possession or control of the Collateral Agent or any of such Person’s agents or representatives, and all security entitlements with respect to any of the foregoing;
(iv) Underlying Equity which was held in the Collateral Account on the date of this Agreement and ceases to thereafter remain held in or
credited to the Collateral Account (other than any Underlying Equity released pursuant to Section 4(b), 4(c) or 4(d) of this Agreement) to the extent that the Underlying Equity held in or credited to the Collateral Account does not constitute
the Required Collateral Shares Amount (or such lesser amount as may result from any release of Collateral made pursuant to Section 4(b), 4(c) or 4(d) of this Agreement);
(v) all income and profits on any of the foregoing, all dividends, interest and other payments and distributions with respect to any of the
foregoing (regardless of whether in cash, property or securities), all other rights and privileges appurtenant to any of the foregoing, including any economic and non-economic rights, voting, conversion, subscription and registration rights and any
redemption rights, and any substitutions for any of the foregoing; and
(vi) all proceeds of any of the foregoing, in each case whether
now existing or hereafter arising (together with all accounts in which any of the foregoing property or financial assets are held).
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(b) Release of Collateral Shares upon Cash Substitution. Pledgor may, upon three
(3) Business Days’ notice (or four (4) Business Days if such notice is not received by 12:00 noon on the applicable Business Day) to the Collateral Agent (a “Cash Substitution Release Notice”), request the release of
Collateral Shares from the Collateral Account if Pledgor deposits cash into such Collateral Account pursuant to this Section 4(b). The minimum amount of cash Pledgor may deposit shall be the lesser of (A) $50,000,000 and (B) an amount
equal to the result obtained by multiplying (i) the Redemption Price (as defined in the Articles of Amendment to the Rentech Organizational Documents governing the Rentech Preferred Shares) for one Rentech Preferred Share that is applicable on
the date such Cash Substitution Release Notice is delivered by (ii) the aggregate number of Rentech Preferred Shares outstanding on such date. The Cash Substitution Release Notice shall specify the amount of cash to be deposited and the number
of Collateral Shares requested to be released. The number of Collateral Shares to be released shall be determined by the Pledgor using the following formulas (which calculations will be specified in such notice and certified to the Collateral
Agent): (i) if the Collateral Shares Price determined by the Pledgor as of the release date specified by Pledgor in such Cash Substitution Release Notice is greater than the Collateral Shares Price determined by the Pledgor as of the date of
this Agreement, then the number of Collateral Shares to be released shall be (A) the principal amount of the cash deposit made at such time into the Collateral Account divided by (B) the Collateral Shares Price determined by the Pledgor as
of the date of this Agreement or (ii) if the Collateral Shares Price determined by the Pledgor as of the release date specified by Pledgor in such Cash Substitution Release Notice is equal to or less than the Collateral Shares Price determined
by the Pledgor as of the date of this Agreement, then the number of Collateral Shares to be released shall be the result of (which shall be deemed to be zero if it is a negative number) (A) the total number of Collateral Shares pledged as
Collateral pursuant to this Agreement at such time less (B) the quotient of (1) the aggregate Redemption Price for all Rentech Preferred Shares then outstanding less the amount of the cash deposit made at such time, divided by (2) the
Collateral Shares Price determined by the Pledgor as of the release date specified by Pledgor in such Cash Substitution Release Notice. Upon receipt by the Collateral Agent of evidence satisfactory to it that such amount of cash has been credited to
the Collateral Account, the Collateral Agent shall instruct Custodian (I) to release the number of Collateral Shares specified in the Cash Substitution Release Notice and (II) allocate such release of Collateral Shares to each Optionee
Collateral Account and allocate such deposit of cash to each Optionee Collateral Account, in each case, ratably, based on the ratio of (aa) the number of Rentech Preferred Shares held by the applicable Optionee (as notified to the Collateral Agent
by such Optionee upon request of the Collateral Agent) to (bb) the aggregate number of Rentech Preferred Shares outstanding on such date (as notified to the Collateral Agent by the Required Optionees upon request of the Collateral Agent).
(c) Release of Collateral Shares upon Conversion, Redemption or Put of Preferred. Pledgor may, upon three (3) Business Days’
notice (or four (4) Business Days if such notice is not received by 12:00 noon on the applicable Business Day) to the Collateral Agent and the applicable Optionee (a “CR Release Notice”), request the release of Collateral
Shares from the Optionee Collateral Account of an Optionee contemporaneous with (i) such Optionee’s election to convert all or a portion of the Rentech Preferred Shares owned by it into Rentech Common Shares in accordance with the terms of
the Articles of Amendment to the Rentech Organizational Documents, (ii) such Optionee’s election to redeem all or a portion of the Rentech Preferred Shares owned by such Optionee in accordance with the terms of the Articles of Amendment to
the Rentech Organizational Documents or (iii) such Optionee’s election to require Rentech, Inc. to purchase all or a portion of the Rentech Preferred Shares owned by
6
such Optionee in accordance with the terms of the Subscription Agreement, and in each case, upon such Optionee’s direction and upon the receipt by the Collateral Agent of evidence
satisfactory to it that such conversion, redemption or purchase has been consummated, Collateral Agent shall instruct Custodian to release such Collateral Shares on the date specified by Pledgor in such request. Pledgor’s CR Release Notice
shall specify (1) the name of the applicable Optionee, (2) the number of Rentech Preferred Shares that are being converted, redeemed or purchased at or about the time the CR Release Notice has been delivered and (3) the number of
Collateral Shares requested to be released from the Optionee Collateral Account of such Optionee. The number of Collateral Shares to be released will be determined by the Pledgor using the following formulas (which calculations will be specified in
such notice and certified to the Collateral Agent): (A) if the Collateral Shares Price determined by the Pledgor as of the release date specified by Pledgor in such CR Release Notice is greater than the Collateral Shares Price determined by the
Pledgor as of the date of this Agreement, then the number of Collateral Shares to be released shall be the result of (which shall be deemed to be zero if it is a negative number) (I) the aggregate Redemption Price of the Rentech Preferred
Shares of such Optionee that are being converted to Rentech Common Shares or redeemed or purchased at such time divided by (II) the Collateral Shares Price determined by the Pledgor as of the date of this Agreement or (B) if the Collateral
Shares Price determined by the Pledgor as of the release date specified by Pledgor in such CR Release Notice is equal to or less than the Collateral Shares Price determined by the Pledgor as of the date of this Agreement, then the number of
Collateral Shares to be released shall be (I) the total number of Collateral Shares pledged as Collateral for the benefit of such Optionee pursuant to this Agreement at such time less (II) the quotient of (aa) the aggregate Redemption Price for
the Rentech Preferred Shares of such Optionee then outstanding less the aggregate Redemption Price for the Rentech Preferred Shares of such Optionee that are being converted to Rentech Common Shares or redeemed or purchased at such time, divided by
(bb) the Collateral Shares Price determined by the Pledgor as of the release date specified by Pledgor in such Conversion Release Notice.
(d) Release of Collateral Shares upon Repurchase of Preferred. Pledgor may, upon three (3) Business Days’ notice (or four
(4) Business Days if such notice is not received by 12:00 noon on the applicable Business Day) to the Collateral Agent and the applicable Optionee (a “Repurchase Release Notice”), request the release of all of the Collateral
Shares from the Optionee Collateral Account of an Optionee contemporaneous with Rentech, Inc.’s election to (i) redeem all of the Rentech Preferred Shares owned by such Optionee in accordance with the terms of the Articles of Amendment to
the Rentech Organizational Documents or (ii) repurchase all of such Optionee’s Rentech Preferred Shares in accordance with the Subscription Agreement, and in each case, upon such Optionee’s direction and upon the receipt by the
Collateral Agent of evidence satisfactory to it that such redemption or repurchase has been consummated, Collateral Agent shall instruct Custodian to release such Collateral Shares on the date specified by Pledgor in such request. Pledgor’s
Repurchase Release Notice shall specify the name of the applicable Optionee.
(e) Adjustment to Number of Collateral Shares to be
Released. The calculations used to determine the number of Collateral Shares to be released pursuant to Section 4(b) or Section 4(c) above shall be adjusted to reflect events occurring after the date of this Agreement affecting either
the Rentech Preferred Shares or the Collateral Shares that are of the type referred to in Section 5(d), 5(e), 5(f), 5(g) or 5(h) in the Articles of Amendment to the Rentech Organizational Documents creating the Rentech Preferred Shares.
7
(f) Termination of Optionee Put Option Agreement. If any Optionee Put Option Agreement
terminates in accordance with its terms (other than by reason of an assignment permitted pursuant to Section 9 thereof) then all Rentech Preferred Shares credited to the respective Optionee Collateral Account shall be automatically released
hereunder.
5. Pledgor’s Warranties. Pledgor hereby represents and warrants to the Collateral Agent and to each Optionee as follows:
(a) Pledgor owns the Collateral free and clear of any setoff, claim, restriction, Lien, security interest or encumbrance and has granted
to the Collateral Agent a first priority perfected Lien therein, subject only to Permitted Liens.
(b) On the date of this Agreement,
9,453,314 units of Underlying Equity (the “Required Collateral Shares Amount”) are held in and credited to the Collateral Account. The Collateral Shares held in the Collateral Account are (i) registered in the name of The
Depository Trust Company’s nominee, (ii) maintained in the form of book entries on the books of The Depository Trust Company, and (iii) allowed to be settled through The Depository Trust Company’s regular book-entry settlement
services. Pledgor’s “holding period” under Rule 144 for the Collateral Shares began, and Pledgor paid the full purchase price of the Collateral Shares, at least one year prior to the date such Collateral Shares are pledged.
(c) No effective financing statement, control agreement, register of mortgages, charges and other encumbrances or similar document covering
the Collateral or any part thereof is in effect in any public office (except in favor of the Collateral Agent).
(d) The security interest
in the Collateral granted by it pursuant to this Agreement is a valid and binding perfected security interest in the Collateral subject to no other Liens or security interests other than Permitted Liens.
(e) Except for those filings, consents and approvals required to perfect the security interest in the Collateral or to enforce such security
interest that are listed on Schedule 5(e), no filings or consent or approval from any Person is required for the pledge of the Collateral or the exercise of the Collateral Agent’s rights and remedies hereunder.
6. Pledgor’s Covenants. During the term of this Agreement:
(a) Pledgor Remain Liable. Notwithstanding anything to the contrary contained herein, (i) Pledgor shall remain liable under the
contracts and agreements included in the Collateral, if any, to the extent set forth therein to perform all duties and obligations thereunder to the same extent as if this Agreement had not been executed; (ii) the exercise by the Collateral
Agent of any of its rights hereunder shall not release Pledgor from any of Pledgor’s duties or obligations under the contracts and agreements included in the Collateral, if any; and (iii) the Collateral Agent shall have no obligation or
liability under the contracts and agreements related to the Collateral by reason of this Agreement, nor shall the Collateral Agent be obligated to perform any of the obligations or duties of Pledgor thereunder or to take any action to collect or
enforce any claim for payment assigned hereunder.
(b) Collateral. Pledgor shall keep the Collateral free from all Liens and
security interests, except for Permitted Liens. Pledgor shall defend the Collateral against all claims and demands of all Persons at any time claiming any interest therein adverse to the Collateral Agent
8
or any Optionee. Pledgor shall not, at any time, (i) sell, transfer or otherwise dispose of any Collateral except with respect to Collateral released in accordance with Section 4(b),
4(c) or 4(d) of this Agreement, or (ii) enter into any agreement that contractually imposes any lock-up, encumbrance, or other restriction in respect of any Collateral Shares. Pledgor shall not, and shall not permit any Person to, make any
registrations, filings or recordations in any jurisdiction evidencing any Lien on or security interest in the Collateral including any filing in any register of mortgages, charges and other encumbrances, entering into control agreements, or any
filing of UCC financing statements, other than with respect to the Aggregate Put Obligations.
(c) Collateral Agent’s Right to Pay
Costs. Whether the Collateral is or is not in the Collateral Agent’s possession, and without any obligation to do so and without waiving Pledgor’s default for failure to make any such payment, the Collateral Agent at its option may pay
any such costs and expenses related to the Collateral and discharge encumbrances on the Collateral, and such payments shall be a part of the Aggregate Put Obligations and bear interest at the Default Rate from the date paid until such amounts are
repaid. Pledgor shall reimburse the Collateral Agent on demand for any costs and expenses so incurred.
(d) Control Agreements.
Pledgor will, at the request of the Collateral Agent, execute and deliver control agreements with respect to the Collateral and any other documents appropriate in the reasonable judgment of the Collateral Agent to obtain, maintain and perfect its
first priority Lien on the Collateral.
(e) Possession of Collateral. Except as permitted under Section 6(i) of this
Agreement, the Collateral shall be deposited in or credited to and held at all times in the Collateral Account. Pledgor shall deliver all investment securities and other instruments and documents which are a part of the Collateral to the Custodian
to be credited to the Collateral Account immediately, or if hereafter acquired, immediately following acquisition, in a form suitable for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with
signatures appropriately guaranteed in form and substance acceptable to the Collateral Agent and the Custodian.
(f) Change of
Name/Status. Pledgor’s jurisdiction of formation is set forth on the signature page hereto. Pledgor shall not change its name, jurisdiction of formation, or form of organization unless such change is permitted by its organizational
documents and unless the Collateral Agent (at the direction of the Required Optionees) provides its prior written consent.
(g) Notice
of Changes. Pledgor shall notify the Collateral Agent immediately of any change in any matter warranted or represented by Pledgor in this Agreement.
(h) Voting Rights. Until sale or disposition of any Collateral Shares by the Collateral Agent upon the occurrence of an Event of
Default, Pledgor shall retain all voting rights pertaining to such Collateral Shares and shall be entitled to exercise such rights; provided, however, that no vote shall be cast or consent, waiver or ratification given or action taken
which would be inconsistent with or violate any provision of this Agreement or any Optionee Put Option Agreement, including without limitation, the adoption of a rights plan or poison pill, or imposition of any transfer restrictions on the
Underlying Equity that could have an adverse effect on the enforcement of the Collateral Agent’s or any Optionee’s rights under this Agreement. After the sale and disposition of any Collateral Shares, the voting rights for such Collateral
Shares shall be vested in the purchasers of such shares.
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(i) Dividends. All dividends, distributions and proceeds in respect of the Collateral
Shares, whether in cash, securities or other property, shall be deposited into the Collateral Account and constitute Collateral. Unless an Event of Default shall have occurred and be continuing, Pledgor is entitled to receive Ordinary Cash
Distributions paid on any Collateral and deposited into the Collateral Account. Ordinary Cash Distributions will be released from the Collateral Account, upon three (3) Business Days’ notice (or four (4) Business Days if such notice
is not received by 12:00 noon on the applicable Business Day) to Collateral Agent requesting the release of such Ordinary Cash Distributions (which notice may be delivered prior to the deposit of such Ordinary Cash Distributions), and Collateral
Agent shall instruct Custodian to release such Ordinary Cash Distributions on the date specified by Pledgor in such request so long as of the date of such notice no Event of Default has occurred, is continuing or would result from such release (as
certified by Pledgor in such notice). On and after the occurrence and during the continuance of an Event of Default, all payments and distributions made to Pledgor upon or with respect to the Collateral shall be paid or delivered to the Collateral
Agent, and Pledgor agrees to take all such action as the Collateral Agent may deem necessary or appropriate to cause all such payments and distributions to be made to the Collateral Agent. Further, the Collateral Agent (at the direction of the
Required Optionees) shall have the right, at any time after the occurrence and during the continuance of any Event of Default, to notify and direct any issuer to thereafter make all payments, dividends, and any other distributions payable in respect
thereof directly to the Collateral Agent. Such issuer shall be fully protected in relying on the written statement of the Collateral Agent that it then holds a security interest which entitles it to receive such payments and distributions.
(j) Other Parties and Other Collateral. No renewal or extensions of or any other indulgence with respect to the Aggregate Put
Obligations or any part thereof, no modification of the document(s) evidencing the Aggregate Put Obligations, no release of any security, no release of any Person (including any maker, indorser, guarantor or surety) liable on the Aggregate Put
Obligations, no delay in enforcement of payment, and no delay or omission or lack of diligence or care in exercising any right or power with respect to the Aggregate Put Obligations or any security therefor or guaranty thereof or under this
Agreement shall in any manner impair or affect the rights of the Collateral Agent or any Optionee under any Law, hereunder, or under any other agreement pertaining to the Collateral. Neither the Collateral Agent nor any Optionee need file suit or
assert a claim for personal judgment against any Person for any part of the Aggregate Put Obligations or seek to realize upon any other security for the Aggregate Put Obligations, before foreclosing or otherwise realizing upon the Collateral.
(k) Waivers by Pledgor. Pledgor waives notice of the creation, advance, increase, existence, extension or renewal of, and of any
indulgence with respect to, the Aggregate Put Obligations; waives notice of any change in financial condition of any person liable for the Aggregate Put Obligations or any part thereof, notice of any Event of Default, and all other notices
respecting the Aggregate Put Obligations; and agrees that maturity of the Aggregate Put Obligations and any part thereof may, in accordance with the Put Option Agreements, be accelerated, extended or renewed one or more times, without notice to
Pledgor. Pledgor waives any right to require that any action be brought against any other Person or to require that resort be had to any other security or to any balance of any deposit account. Pledgor further waives any right of subrogation or to
enforce any right of action against any other pledgor until the Aggregate Put Obligations are paid in full.
(l) Registration under
Securities Act. Within three (3) Business Days after the Pledgor’s receipt of written notice (the “Registration Demand”) that is addressed to each of the
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Pledgor and Rentech Nitrogen Holdings, Inc. (the “Term Loan Pledgor”) and that is signed by each of the Collateral Agent hereunder and the Person named as Secured Party (the
“Term Loan Collateral Agent”) in the Amended and Restated Pledge Agreement, dated as of the date hereof (the “Term Loan Pledge Agreement”), made between the Term Loan Pledgor and the Term Loan Collateral Agent, the
Pledgor, jointly with the Term Loan Pledgor, shall notify the Issuer of its election to exercise one demand registration right under Section 7.12 of the Partnership Agreement with respect to all Underlying Equity constituting Collateral
hereunder and all Underlying Equity constituting Collateral (as defined in the Term Loan Pledge Agreement) (collectively, the “Pledged Underlying Equity”). After delivery of the Registration Demand to the Issuer, the Pledgor shall
promptly execute and deliver all such further documents and take all such further actions as may be reasonably necessary or as the Collateral Agent or the Optionees may reasonably request to facilitate the registration, subject to the terms of the
Partnership Agreement, of all Pledged Underlying Equity under the provisions of the Securities Act, and to cause such registration statement to remain effective until the earlier of (i) the date all Pledged Underlying Equity has been sold
thereunder and (ii) the date this Pledge Agreement terminates.
(m) Assignment of Registration Rights under Partnership
Agreement. If, prior to the Pledgor’s exercise of its rights to make a Registration Demand under Section 6(l) above and as a result of the exercise of remedies by the Collateral Agent or any Optionee after the occurrence of an Event of
Default, Underlying Equity constituting Collateral shall have been sold or otherwise disposed of (including via foreclosure, deed-in-lieu of foreclosure, or other similar process), the Pledgor shall, within three (3) Business Days after the
Pledgor’s receipt of written notice from the Collateral Agent (at the direction of the Required Optionees), exercise its rights under Section 7.12(e) of the Partnership Agreement to assign to the then owner of such Underlying Equity its
rights under Section 7.12 of the Partnership Agreement to cause the Issuer to register Underlying Equity. The Pledgor shall promptly execute and deliver all such further documents and take all such further actions as may be reasonably necessary
or as the Collateral Agent or any Optionee may reasonably request to facilitate such assignment of such registration rights.
(n)
Limitation on Exercise of Registration Rights. Pledgor shall not exercise, or permit any Affiliate to exercise, more than two demand registration rights under Section 7.12 of the Partnership Agreement with respect to any Underlying
Equity unless the Collateral Agent has previously exercised the rights to require registration of Underlying Equity specified in Section 6(l) above.
(o) Maximum Demands. Notwithstanding any provision of this Agreement to the contrary, in no event shall the Collateral Agent and the
Term Loan Collateral Agent be entitled to more than one demand right in the aggregate, whether under Section 6(l), 6(m), 6(n) of this Agreement or Section 4(l), 4(m), or 4(n) of the Term Loan Pledge Agreement.
(p) Further Assurances. At any time and from time to time, Pledgor shall promptly execute and deliver all such further documents and
take such further actions as may be reasonably necessary or as the Collateral Agent may reasonably request (i) to assure the Collateral Agent that the security interests hereunder are perfected with a first priority Lien and (ii) to carry
out the provisions and purposes of this Agreement.
7. Power of Attorney. Pledgor hereby irrevocably constitutes and appoints (which
appointment is coupled with an interest) the Collateral Agent and any officer or agent thereof,
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with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the name of Pledgor or in its own name, to take after the occurrence and
during the continuance of an Event of Default and from time to time thereafter, any and all action and to execute any and all documents and instruments which the Collateral Agent at any time and from time to time deems necessary or desirable to
accomplish the purposes of this Agreement, including, without limitation, selling any of the Collateral on behalf of Pledgor as agent or attorney in fact for Pledgor and receiving, evidencing and collecting all checks and other orders for the
payment of money made payable to Pledgor with respect to the Collateral and applying the proceeds received therefrom to pay the applicable Optionee Put Obligations in accordance with the applicable Optionee Put Option Agreement; however, nothing in
this paragraph shall be construed to obligate the Collateral Agent to take any action hereunder nor shall the Collateral Agent or any Optionee be liable to Pledgor for failure to take any action hereunder. This appointment shall be deemed a power
coupled with an interest, is irrevocable.
8. Rights and Powers of the Collateral Agent. The Collateral Agent, after the occurrence and
during the continuance of an Event of Default, without liability to Pledgor, may (at the direction of the applicable Optionee): take control of proceeds, including stock received as dividends or by reason of stock splits; release the applicable
Optionee Collateral in its possession to Pledgor, temporarily or otherwise; reject as unsatisfactory any property hereafter offered by Pledgor as Optionee Collateral; take control of funds generated by the applicable Optionee Collateral, such as
cash dividends, interest and proceeds, and use same to reduce the applicable Optionee Put Obligations; exercise all other rights which an owner of such Optionee Collateral may exercise; and at any time transfer any of the applicable Optionee
Collateral or evidence thereof into its own name or that of its nominee. Neither the Collateral Agent, any Optionee, nor any of such Person’s Related Parties shall be liable for failure to collect any account or instruments, or for any act or
omission on the part of the Collateral Agent, its officers, agents or employees, except for any act or omission arising out of their own willful misconduct or fraud as determined by a court of competent jurisdiction in a final non-appealable
judgment. The foregoing rights and powers of the Collateral Agent and the Optionees will be in addition to, and not a limitation upon, any rights and powers of the Collateral Agent and the Optionees, as applicable, given by Law, elsewhere in this
Agreement, or otherwise.
9. Default.
(a) Rights and Remedies. After the occurrence and during the continuance of an Event of Default and at any time thereafter, the
Collateral Agent at the written direction of the applicable Optionee shall, without (i) presentment, demand, or protest, (ii) notice of default, dishonor, demand, non-payment, or protest, or
(iii) notice of any other kind, all of which Pledgor hereby expressly waives (except for any notice required under such Optionee’s Put Option Agreement or which may not be waived under applicable Law), exercise and enforce, any and all of
the rights and remedies provided hereunder or available to the Collateral Agent at law or in equity, including, without limitation, the following rights and remedies:
(i) Exercise of Exclusive Control. The Collateral Agent shall exercise exclusive control over such Optionee Collateral Account and the
Optionee Collateral held or deposited therein.
(ii) Control of Collateral. The Collateral Agent shall, without liability to
Pledgor, take control of the proceeds, including stock received as dividends or by reason of stock splits, temporarily or otherwise, take control of funds generated by the applicable Optionee Collateral,
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including the applicable Optionee Collateral Account, such as cash dividends, interest and proceeds, and use same to reduce any part of the applicable Optionee Put Obligations and exercise all
other rights which an owner of such Collateral may exercise, and at any time transfer any of such Collateral or evidence thereof into its own name or that of its nominee.
(iii) Liquidation and Redemption of Collateral. The Collateral Agent shall instruct a Custodian to cancel any open trade, settlement,
transfer or other orders with respect to any of the applicable Optionee Collateral, redeem any of such Optionee Collateral by notice to the issuer of such Optionee Collateral, transfer any or all of such Optionee Collateral to the Collateral Agent
or its designee, transfer the whole or any part of such Optionee Collateral into its name or the name of its nominee or to notify the obligors on any such Optionee Collateral to make payment to the Collateral Agent or its nominee of any amounts due
thereon and to take control or grant its nominee the right to take control of any proceeds of such Optionee Collateral, liquidate or redeem such Optionee Collateral under its name or under the name of Pledgor pursuant to Section 7, withdraw
and/or sell any such Optionee Collateral and pay the proceeds of any such Optionee Collateral to the applicable Optionee for application by such Optionee to the its unpaid Optionee Put Obligations.
(iv) Uniform Commercial Code. In addition, as directed by the applicable Optionee in writing, the Collateral Agent shall exercise or
enforce all of the rights, powers and remedies of a secured creditor under the Uniform Commercial Code (“UCC”) as the same may, from time to time, be in effect in the State of New York, including any rights under Section 9-607
of the UCC, provided, however, in any event that, by reason of mandatory provisions of Law, any or all of the attachment, perfection or priority (or terms of similar import in any applicable jurisdiction) of the Collateral Agent’s
Lien on any portion of the applicable Optionee Collateral is governed by the Uniform Commercial Code (or other similar Law) as in effect in a jurisdiction (whether within or outside the United States) other than the State of New York, the term
“UCC” shall mean the Uniform Commercial Code (or other similar Law) as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority (or terms of similar import in
such jurisdiction) and for purposes of definitions related to such provisions, and any and all rights and remedies available to it hereunder.
(b) Foreclosure Sales
(i) Pledgor specifically understands and agrees that any sale by the Collateral Agent of all or part of the Collateral pursuant to the terms of
this Agreement may be effected by the Collateral Agent at times and in manners which could result in the proceeds of such sale as being significantly and materially less than what might have been received if such sale had occurred at different times
or in different manners, and Pledgor hereby releases the Collateral Agent, the Optionees and their officers and representatives and Related Parties from and against any and all obligations and liabilities arising out of or related to the timing or
manner of any such sale. If, in the opinion of the Collateral Agent, there is any question that a public sale or distribution of any Collateral will violate any state or federal securities law, the Collateral Agent may offer and sell such Collateral
in a transaction exempt from registration under federal securities law, and any such sale made in good faith by the Collateral Agent shall be deemed “commercially reasonable.” Furthermore, Pledgor acknowledges that any such restricted or
private sales may be at prices and on terms less favorable to Pledgor than those obtainable through a public sale without such restrictions, but agrees that such sales are commercially reasonable. Pledgor further acknowledges that any specific
disclaimer of any warranty of title or the like by the Collateral Agent will not be considered to adversely affect the commercial reasonableness of any sale of Collateral.
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(ii) Subject to clause (c) below and to the extent a notice of a sale is required to be
given by the Collateral Agent under 9-611 of the UCC, any notice made shall be deemed reasonable if sent to Pledgor at the address referred to in Section 10(d) prior to (x) the date of any proposed public sale of any Collateral Shares (or
on such date but prior to any such sale) or (y) the date on or after which the Collateral Agent intends to conduct a private sale of any Collateral Shares (or on such date but prior to any such sale), and any such period shall constitute a
reasonable time for such notice. The Collateral Agent retains all rights to suspend or delay any such sales with or without notice.
(iii)
Neither the Collateral Agent, any Optionee or any of such Person’s Related Parties shall be liable for failure to collect any account or instruments, or for any act or omission on the part of such Person, its officers, agents or employees in
connection with the Collateral, including any action or omission that occurs during the exercise of the Collateral Agent’s rights or remedies, except for any act or omission determined by a court of competent jurisdiction in a final,
non-appealable judgment to constitute gross negligence or willful misconduct on the part of such Person.
(iv) Pledgor shall be liable for
any deficiency if the proceeds of any sale or other disposition of any Optionee Collateral are insufficient to pay the Optionee Put Obligations (including the fees and disbursements of counsel employed by the Collateral Agent to collect such
deficiency).
(c) Sales of Collateral Shares. Without limiting the foregoing clauses (a) and (b), Pledgor agrees that the
Collateral Shares are of a kind that is customarily sold on a recognized market.
10. General.
(a) Parties Bound. The Collateral Agent’s rights hereunder shall inure to the benefit of the Optionees and their respective
successors and assigns, and the Optionee’s rights hereunder shall inure to the benefit of their respective successors and assigns. All representations, warranties and agreements of Pledgor shall be binding upon the personal representatives,
heirs, successors and assigns of Pledgor.
(b) Waiver. No failure by or delay of the Collateral Agent or any Optionee in exercising
any power, right or remedy shall operate as a waiver thereof; nor shall any single or partial exercise of any power, right or remedy preclude other or further exercise thereof or the exercise of any other power, right or remedy. Each right, power
and remedy of the Collateral Agent and any Optionee as provided for herein, or which shall now or hereafter exist at law or in equity or by statute or otherwise, shall be cumulative and concurrent and shall be in addition to every other such right,
power or remedy. The exercise or beginning of the exercise by the Collateral Agent or any Optionee of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by the Collateral Agent or such Optionee
of any or all other such rights, powers or remedies.
(c) Continuing Agreement. This Agreement shall constitute a continuing
agreement and shall continue in effect until the date all Put Option Agreements have been terminated in
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accordance with their terms and all then existing obligations of Pledgor thereunder have been paid in full, provided that an Optionee shall have no further rights or obligations under this
Agreement after the earlier of (x) the date such Optionee’s Put Option Agreement terminates in accordance with its terms and (y) the first date after such Optionee has exercised its Put Right under its Optionee Put Option Agreement
and receives payment in full of the amount required to be paid thereunder.
(d) Notice. Each notice and other communications shall
be given to each party in accordance with and at the address of such party set forth in Section 7 of the Put Option Agreement provided that the address of the Collateral Agent is:
Credit Suisse AG, Cayman Islands Branch
Eleven Madison Avenue
New York, NY 10010
Attention: Agency Manager
Phone: 919-994-6369
Fax: 212-322-2291
Email: agency.loanops@credit-suisse.com.
(e) Modifications. No provision of this Agreement shall be modified or limited except by a written agreement signed by each party
hereto. The provisions of this Agreement shall not be modified or limited by course of conduct or usage of trade.
(f)
Severability. In case any provision in this Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Agreement, as the case may be, and the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.
(g) Applicable Law. This Agreement shall be
governed by, construed and interpreted in accordance with the law of the State of New York, without giving effect to its conflict of laws provisions other than Section 5-1401 of the New York General Obligations Law. Section 15 of the Put
Option Agreements shall apply herein, mutatis mutandis, as if set out in this Agreement in full.
(h) Assignments. This
Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. However, neither this Agreement nor any of the rights of the parties hereunder may otherwise be transferred
or assigned by any party hereto, except that (i) if an Optionee Transfers (as defined in the Subscription Agreement) any Rentech Preferred Shares to any Person in a Transfer permitted by Section 4.2 of the Subscription Agreement or
Transfers any Rentech Preferred Shares to a Permitted Transferee (as defined in the Subscription Agreement referred to in each Put Option Agreement), such Optionee shall cause such Person or Permitted Transferee, as applicable, to (x) enter
into a supplement to this Agreement whereby such Person or Permitted Transferee, as applicable, becomes an “Optionee” hereunder and a party to this Agreement and (y) update Schedule 1 to this Agreement to reflect the name of such
Person or Permitted Transferee, as aapplicable, and the number of Collateral Shares allocated to such Person or Permitted Transferee and deliver it to the Collateral Agent, (ii) Collateral Agent may assign all or a portion of its rights and
obligations under this Agreement in accordance with Section 6 of Exhibit A to this Agreement, and (iii) Pledgor may not assign any of its rights and obligations under this Agreement to any Person without the prior written consent of each
Optionee. Any attempted transfer or assignment in violation of this Section 9 shall be null and void ab initio.
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(i) Financing Statement. Pledgor hereby irrevocably authorizes the Collateral Agent (or
its designee) at any time and from time to time to file in any jurisdiction any financing or continuation statement and amendment thereto or any registration of charge, mortgage or otherwise, containing any information required under the UCC or the
Law of any other applicable jurisdiction (in each case, without the signature of Pledgor to the extent permitted by applicable law), necessary or appropriate in the reasonable judgment of the Collateral Agent to perfect or evidence its security
interest in and lien on the Collateral. Any such collateral description shall be limited to the Collateral granted hereunder and shall not describe the collateral as all assets or similarly over inclusive description. Pledgor hereby irrevocably
ratifies and approves any such filing, registration or recordation in any jurisdiction by the Collateral Agent (or its designee) that has occurred prior to the date hereof, of any financing statement, registration of charge, mortgage or otherwise.
Pledgor shall, at the request of the Collateral Agent, take all action reasonably requested by the Collateral Agent in connection with the filing of any such financing statement, and will provide to the Collateral Agent (or its designees) any and
all information required under the UCC or the law of any other applicable jurisdiction for the effective filing of a financing statement and/or any amendment thereto or any registration of charge, mortgage or otherwise.
(j) Amendment and Restatement. This Agreement amends and restates the Original Pledge Agreement. All obligations and Liens created by
the Original Pledge Agreement that remain outstanding and in effect as of the date hereof are continued by this Agreement with such modifications as are set forth herein.
11. Release. In connection with any termination or release in accordance with Section 10(c) or Sections 4(b) – (d), the Collateral Agent
shall execute and deliver to Pledgor, at Pledgor’s expense, all UCC termination statements and similar documents that Pledgor shall reasonably request to evidence such termination or release, and will duly assign and transfer to Pledgor such of
the Collateral that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement and the applicable Put Option Agreements. Any execution and delivery of documents
pursuant to this Section 11 shall be without recourse to or representation or warranty by the Collateral Agent or any Optionee.
12. NOTICE OF FINAL
AGREEMENT. THIS AGREEMENT AND THE PUT OPTION AGREEMENTS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY AND ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, BETWEEN
THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their duly authorized representatives as of the date first above written.
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| PLEDGOR: |
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| DSHC, LLC |
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| By: |
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/s/ Colin M. Morris |
| Name: |
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Colin M. Morris |
| Title: |
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President |
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| Jurisdiction of Formation: Delaware |
Signature Page to Amended and Restated Pledge Agreement
THE COLLATERAL AGENT:
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
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| By: |
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/s/ Christopher Day |
| Name: |
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Christopher Day |
| Title: |
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Authorized Signatory |
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| By: |
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/s/ Samuel Miller |
| Name: |
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Samuel Miller |
| Title: |
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Authorized Signatory |
Signature Page to Amended and Restated Pledge Agreement
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| OPTIONEES: |
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| GSO SPECIAL SITUATIONS OVERSEAS
MASTER FUND LTD. |
| GSO SPECIAL SITUATIONS FUND LP |
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| By: |
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GSO Capital Partners LP, as investment
advisor |
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| By: |
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/s/ Marisa J. Beeney |
| Name: |
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Marisa J. Beeney |
| Title: |
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Authorized Signatory |
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| GSO PALMETTO OPPORTUNISTIC
INVESTMENT PARTNERS LP GSO CREDIT-A PARTNERS LP
STEAMBOAT CREDIT OPPORTUNITIES MASTER FUND LP
GSO COASTLINE CREDIT PARTNERS LP GSO CACTUS CREDIT
OPPORTUNITIES FUND LP |
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| By: |
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GSO Capital Partners LP, as Investment
Manager |
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| By: |
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/s/ Marisa J. Beeney |
| Name: |
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Marisa J. Beeney |
| Title: |
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Authorized Signatory |
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| GSO AIGUILLE DES GRANDS
MONTETS FUND II LP |
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| By: |
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GSO Capital Partners LP as
Attorney-in-Fact |
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| By: |
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/s/ Marisa J. Beeney |
| Name: |
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Marisa J. Beeney |
| Title: |
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Authorized Signatory |
Signature Page to Amended and Restated Pledge Agreement
Exhibit A
Agency Provisions
Section 1.
Appointment and Authority. Each of the Optionees hereby irrevocably appoints Credit Suisse AG, Cayman Islands Branch to act on its behalf as Collateral Agent hereunder and authorizes Collateral Agent to take such actions on its behalf and to
exercise such powers as are delegated to Collateral Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. In performing its functions and duties hereunder, Collateral Agent shall act solely as an
agent of the Optionees and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Pledgor. Upon request of Collateral Agent, each Optionee agrees to promptly provide Collateral
Agent with such information related to an Optionee Collateral Account or any Collateral subject to the control of such Optionee. The provisions of this Article are solely for the benefit of the Optionees, and the Pledgor shall have no rights as a
third party beneficiary of any of such provisions.
Section 2. Rights as an Optionee. If the Person serving as Collateral Agent hereunder also
acts as a Optionee hereunder, it shall have the same rights and powers in its capacity as a Optionee as any other Optionee and may exercise the same as though it were not Collateral Agent and the term “Optionee” or “Optionees”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as Collateral Agent hereunder in its individual capacity. Collateral Agent and its Affiliates may accept deposits from, lend money to,
act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Pledgor or other Affiliate (including Issuer) thereof as if such Person were not Collateral Agent hereunder and without any duty to
account therefor to the Optionees.
Section 3. Exculpatory Provisions.
(a) Collateral Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the
foregoing, Collateral Agent:
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(i) |
shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing; |
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(ii) |
shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that Collateral Agent is required to exercise, provided
that Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Collateral Agent to liability or that is contrary to this Agreement or applicable Law; or |
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(iii) |
shall not, except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Pledgor or any of its Affiliates (including Issuer) that is
communicated to or obtained by the Person serving as Collateral Agent or any of its Affiliates in any capacity. |
Neither Collateral Agent nor any of its Related Parties shall be liable for any action taken or not taken by it
(i) with the consent or at the request of any Optionee (or such other number or percentage of the Optionees as shall be necessary, or as Collateral Agent shall believe in good faith shall be necessary) or (ii) in the absence of its own
gross negligence or willful misconduct as determined by a final, nonappealable judgment of a court of competent jurisdiction. Collateral Agent shall not be deemed to have knowledge of any Event of Default unless and until written notice describing
such Event of Default is given to Collateral Agent by Pledgor or an Optionee.
Collateral Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or
therewith, (iii) the performance or observance of any of the covenants, agreements or other terms, conditions, or provisions set forth herein, or as to the existence or possible existence of any Event of Default, or (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document.
Section 4. Reliance by Collateral
Agent. Collateral Agent shall be entitled to rely upon, shall be fully protected in relying on and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing
(including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Collateral Agent also may rely upon any
statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. Collateral Agent may consult with legal counsel (who may be counsel for Pledgor),
independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
Section 5. Delegation of Duties. Collateral Agent, without consent of or notice to any party hereto, may perform any and all of its duties and
exercise its rights and powers hereunder by or through any one or more agents, sub-agents, affiliates or employees appointed by Collateral Agent. Collateral Agent and any such agents, sub-agent, affiliates or employees may perform any and all of its
duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Exhibit shall apply to any such agents, sub-agents, affiliates or employees and to the Related Parties of Collateral Agent
and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facility provided for herein as well as activities as Collateral Agent.
Section 6. Resignation of Collateral Agent. Collateral Agent may at any time give notice of its resignation to Optionees and Pledgor. Upon receipt
of any such notice of resignation, the Required Optionees shall have the right, in consultation with (and so long as no Event of Default then exists, with approval of) Pledgor, to appoint a successor Collateral Agent. If no such successor shall have
been so appointed by the Required Optionees or an appointed successor does not accept such appointment within thirty (30) days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may on behalf
of the Optionees, appoint a successor Collateral Agent, provided that if Collateral Agent shall notify Pledgor and
Optionees that no Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be
discharged from its duties and obligations hereunder (except that if any Collateral is then held by Collateral Agent hereunder, the retiring Collateral Agent shall continue to hold such Collateral until such time as a successor Collateral Agent is
appointed) and (b) all payments, communications and determinations provided to be made by, to or through Collateral Agent shall instead be made by or to each Optionee directly, until such time as Required Optionees appoint a successor
Collateral Agent as provided for above in this Section, and the retiring Collateral Agent shall take such actions as may be necessary or appropriate to transfer all Collateral held by it to the successor Collateral Agent. Upon the acceptance of a
successor’s appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent
shall be discharged from all of its duties and obligations hereunder (if not already discharged therefrom as provided above in this Section). After the retiring Collateral Agent’s resignation hereunder, the provisions of this Exhibit shall
continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting as
Collateral Agent.
Section 7. Non-Reliance on Collateral Agent and Other Optionees. Each Optionee acknowledges that it has, independently and
without reliance upon Collateral Agent or any other Optionee or any of their Related Parties and based on such documents and information as it has deemed appropriate, performed its own analysis and made its own decision (credit, legal and otherwise)
to enter into this Agreement or any related agreement or any document furnished hereunder. Each Optionee also acknowledges that it will, independently and without reliance upon Collateral Agent or any other Optionee or any of their Related Parties
and based on such documents and information as it shall from time to time deem appropriate, continue to perform its own analysis and make its own decisions (credit, legal and otherwise) in taking or not taking action under or based upon this
Agreement or any related agreement or any document furnished hereunder or thereunder.
Section 8. No Other Duties. Anything herein to the
contrary notwithstanding, Collateral Agent shall not have any powers, duties or responsibilities under this Agreement, except in its capacity as Collateral Agent hereunder.
Section 9. Costs and Expenses; Indemnification; Damage Waiver.
(a) Costs and Expenses. Pledgor shall pay (i) all reasonable out-of-pocket expenses incurred by Collateral Agent, any Optionee and
their respective Affiliates after the date of this Agreement (including the reasonable fees, charges and disbursements of counsel) in connection with the administration of this Agreement and the preparation, negotiation, execution, delivery of any
amendments, modifications or waivers of the provisions hereof or thereof, and (ii) all out-of-pocket expenses incurred by Collateral Agent or any Optionee (including the fees, charges and disbursements of any counsel for Collateral Agent and
any Optionee), in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, and including all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of this Agreement or any Put Option Agreement.
(b) Indemnification by Pledgor. Pledgor shall indemnify Collateral Agent (and any
sub-agent thereof), each Optionee and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses (including the fees, charges and disbursements of one counsel to Collateral Agent and its Related Parties and one counsel for the other Indemnitees (and, if reasonably necessary, one local counsel to Collateral Agent
and its Related Parties and one local counsel to the other Indemnitees, in any relevant material jurisdiction)) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Pledgor or any Related Party of Pledgor arising
out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or thereby, or the administration of this Agreement or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third party or by Pledgor or any Related Party of Pledgor, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or
willful misconduct of such Indemnitee.
(c) Reimbursement by Optionees. To the extent that Pledgor for any reason fails to
indefeasibly pay any amount required under subsection (a) or (b) of this Section 9 to be paid by it to Collateral Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Optionee severally agrees to pay to
Collateral Agent (or any such sub-agent) or such Related Party, as the case may be, such Optionee’s ratable share (determined based on the ratio of (x) the number of Rentech Preferred Shares held by such Optionee at such time to
(y) the aggregate number of Rentech Preferred Shares outstanding at such time) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against Collateral Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for Collateral Agent (or any such sub-agent) in connection with such capacity.
(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, Pledgor shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, or any
agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or
other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the transactions contemplated hereby or thereby.
(e) Payments. All amounts due under this Section 9 shall be payable not later than ten (10) Business Days after demand
therefor.
(f) Survival. The agreements in this Section shall survive the resignation or replacement of Collateral Agent, the
replacement of any Optionee, the termination of any Put Option Agreement and the repayment, satisfaction or discharge of the Aggregate Put Obligations.
Schedule 1
Optionee Collateral Table
|
|
|
|
|
| Name of Optionee |
|
Optionee Collateral
Shares Amount |
|
Collateral Account
Name and Number |
| GSO Special Situations Overseas Master Fund Ltd. |
|
1,692,143 |
|
DSHC Account #1
711009 |
| GSO Special Situations Fund LP |
|
2,717,959 |
|
DSHC Account #2
711010 |
| GSO Palmetto Opportunistic Investment Partners LP |
|
630,222 |
|
DSHC Account #3
711011 |
| GSO Credit-A Partners LP |
|
1,524,037 |
|
DSHC Account #4
711012 |
| Steamboat Credit Opportunities Master Fund LP |
|
363,036 |
|
DSHC Account #5
711013 |
| GSO Coastline Credit Partners LP |
|
363,302 |
|
DSHC Account #6
711014 |
| GSO Cactus Credit Opportunities Fund LP |
|
934,488 |
|
DSHC Account #7
711015 |
| GSO Aiguille des Grands Montets Fund II LP |
|
1,228,127 |
|
DSHC Account #8
711016 |
Schedule 5(e)
Filings, Consents and Approvals
None
Exhibit S
EXECUTION
AMENDED AND
RESTATED PLEDGE AGREEMENT
This Amended and Restated Pledge Agreement (this “Agreement”) is entered into as of
February 12, 2015, by and between RENTECH NITROGEN HOLDINGS, INC., a Delaware corporation (“Pledgor”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent for the benefit of the Lenders from time to time party
to the Credit Agreement referred to below (the “Secured Party” and together with the Lender Parties, the “Secured Parties”).
Reference is made to the Amended and Restated Term Loan Credit Agreement, dated as of the date hereof, by and among Pledgor, as Borrower, each
Lender from time to time party thereto, and the Secured Party, as Administrative Agent (as such agreement may be amended, amended and restated, supplemented, restated, or otherwise modified from time to time, the “Credit
Agreement”). Capitalized terms used but not defined herein shall have the meanings given in the Credit Agreement, and the principles of construction contained in Section 1.04 of the Credit Agreement shall apply herein as if set forth
herein.
As a condition to the Credit Agreement, the provision of the Commitments provided therein, and the making of Loans thereunder,
Pledgor has agreed to execute and deliver this Agreement to the Administrative Agent in order to amend and restate the Pledge Agreement, dated as of April 15, 2014 (the “Original Pledge Agreement”), among the parties hereto and
continue the Liens on the Collateral (hereinafter defined) created by the Original Pledge Agreement in favor of the Secured Party, as herein provided.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the parties hereto
agree as follows:
1. Security Interest. Pledgor hereby pledges, collaterally assigns and grants to the Secured Party a first priority
security interest in and lien on, and a right of set-off against, the Collateral (as defined below) to secure the payment and the performance of all of the Obligations.
2. Collateral. The security interest granted hereunder to the Secured Party is in all of Pledgor’s right, title and interest in and to, or
otherwise with respect to, the following property and assets, whether now owned or hereafter acquired (collectively, the “Collateral”):
(a) the Collateral Account;
(b) all Underlying Equity held in or credited to the Collateral Account from time to time, including, without limitation, all economic and
non-economic interests of Pledgor in the Issuer with respect to such Underlying Equity;
(c) all cash, securities, securities
entitlements, commodity contracts, general intangibles, investment property, financial assets, instruments, accounts, chattel paper, documents, bank accounts, securities accounts, and other property which may from time to time be deposited,
credited, held or carried in the Collateral Account, or that is delivered to or in the possession or control of the Secured Party or any of such Person’s agents or representatives, and all security entitlements with respect to any of the
foregoing;
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(d) Underlying Equity which is held in the Collateral Account on the date hereof and ceases to
thereafter remain held in or credited to the Collateral Account (other than any Underlying Equity released pursuant to Section 2.16 of the Credit Agreement) to the extent that the Underlying Equity held in or credited to the
Collateral Account does not constitute the Required Collateral Shares Amount (or such lesser amount as may result from any release of Collateral made pursuant to Section 2.16 of the Credit Agreement);
(e) all income and profits on any of the foregoing, all dividends, interest and other payments and distributions with respect to any of the
foregoing (regardless of whether in cash, property or securities), all other rights and privileges appurtenant to any of the foregoing, including any economic and non-economic rights, voting, conversion, subscription and registration rights and any
redemption rights, and any substitutions for any of the foregoing; and
(f) all proceeds of any of the foregoing, in each case whether now
existing or hereafter arising (together with all accounts in which any of the foregoing property or financial assets are held).
3. Pledgor’s
Warranties. Pledgor hereby represents and warrants to the Secured Party as follows:
(a) Pledgor owns the Collateral free and
clear of any setoff, claim, restriction, Lien, security interest or encumbrance and has granted to the Secured Party a first priority perfected Lien therein, subject only to Permitted Liens.
(b) The Collateral Shares held in the Collateral Account are (i) registered in the name of The Depository Trust Company’s nominee,
(ii) maintained in the form of book entries on the books of The Depository Trust Company, and (iii) allowed to be settled through The Depository Trust Company’s regular book-entry settlement services. Pledgor’s “holding
period” under Rule 144 for the Collateral Shares began, and Pledgor paid the full purchase price of the Collateral Shares, at least one year prior to the date such Collateral Shares are pledged.
(c) No effective financing statement, control agreement, register of mortgages, charges and other encumbrances or similar document covering
the Collateral or any part thereof is in effect in any public office (except in favor of the Secured Party).
(d) The security interest in
the Collateral granted by it pursuant to this Agreement is a valid and binding perfected security interest in the Collateral subject to no other Liens or security interests, other than Permitted Liens.
(e) Except for those filings, consents and approvals required to perfect the security interest in the Collateral or to enforce such security
interest that are listed on Schedule 3(e), no filings or consent or approval from any Person is required for the pledge of the Collateral or the exercise of the Secured Party’s rights and remedies hereunder.
4. Pledgor’s Covenants. During the term of this Agreement:
(a) Pledgor Remains Liable. Notwithstanding anything to the contrary contained herein, (i) Pledgor shall remain liable under the
contracts and agreements included in the Collateral, if any, to the extent set forth therein to perform all duties and obligations thereunder to the same extent as if this Agreement had not been executed; (ii) the exercise by the
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Secured Party of any of its rights hereunder shall not release Pledgor from any of Pledgor’s duties or obligations under the contracts and agreements included in the Collateral, if any; and
(iii) the Secured Party shall have no obligation or liability under the contracts and agreements related to the Collateral by reason of this Agreement, nor shall the Secured Party be obligated to perform any of the obligations or duties of
Pledgor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(b) Collateral. Pledgor
shall keep the Collateral free from all Liens and security interests, except for Permitted Liens. Pledgor shall defend the Collateral against all claims and demands of all Persons at any time claiming any interest therein adverse to the Secured
Party. Pledgor shall not, at any time, (i) sell, transfer or otherwise dispose of any Collateral except with respect to Collateral released in accordance with Section 2.16 of the Credit Agreement, or (ii) enter into any
agreement that contractually imposes any lock-up, encumbrance, or other restriction in respect of any Collateral Shares, other than under the Facility and other than under any agreement to which a Lender Party is a party. Pledgor shall not, and
shall not permit any Person to, make any registrations, filings or recordations in any jurisdiction evidencing any Lien on or security interest in the Collateral including any filing in any register of mortgages, charges and other encumbrances,
entering into control agreements, or any filing of UCC financing statements, other than with respect to the Obligations.
(c) Secured
Party’s Right to Pay Costs. Whether the Collateral is or is not in the Secured Party’s possession, and without any obligation to do so and without waiving Pledgor’s default for failure to make any such payment, the Secured Party
at its option may pay any such costs and expenses and discharge encumbrances on the Collateral, and such payments shall be a part of the Obligations and bear interest at the Default Rate set forth in the Credit Agreement. Pledgor shall reimburse the
Secured Party on demand for any costs so incurred.
(d) Control Agreements. Pledgor will, at the request of the Secured Party,
execute and deliver control agreements with respect to the Collateral and any other documents appropriate in the reasonable judgment of the Secured Party to obtain, maintain and perfect its first priority Lien on the Collateral.
(e) Possession of Collateral. Except as permitted under Section 2.16(a) of the Credit Agreement, the Collateral
shall be deposited in or credited to and held at all times in the Collateral Account. Pledgor shall deliver all investment securities and other instruments and documents which are a part of the Collateral to the Custodian to be credited to the
Collateral Account immediately, or if hereafter acquired, immediately following acquisition, in a form suitable for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures appropriately
guaranteed in form and substance acceptable to the Secured Party and the Custodian.
(f) Change of Name/Status. Pledgor’s
jurisdiction of organization is set forth on the signature page hereto. Without limiting any of the applicable restrictions in the Credit Agreement, Pledgor shall not, without at least fifteen (15) days prior written notice to the Secured
Party, change its name, jurisdiction of organization, or form of organization.
(g) Notice of Changes. Pledgor shall notify the
Secured Party immediately of any change in any matter warranted or represented by Pledgor in Section 3 of this Agreement.
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(h) Voting Rights. Until sale or disposition of the Collateral Shares by the Secured Party
upon the occurrence of an Event of Default under the Loan Documents, Pledgor shall retain all voting rights pertaining to the Collateral and shall be entitled to exercise such rights; provided, however, that no vote shall be cast or
consent, waiver or ratification given or action taken which would be inconsistent with or violate any provision of this Agreement or any other Loan Document, including without limitation, the adoption of a rights plan or poison pill, or imposition
of any transfer restrictions on the Underlying Equity that could have an adverse effect on the enforcement of the Secured Party’s rights under any Loan Document. After the sale and disposition of the Collateral Shares, the voting rights shall
be vested in the purchasers of such shares.
(i) Dividends. Unless an Event of Default shall have occurred and be continuing,
Pledgor is entitled to retain cash dividends and distributions on any Collateral, to the extent permitted by Section 2.16(a) of the Credit Agreement. On and after the occurrence and during the continuance of an Event of Default,
all payments and distributions made to Pledgor upon or with respect to the Collateral shall be paid or delivered to the Secured Party, and Pledgor agrees to take all such action as the Secured Party may deem necessary or appropriate to cause all
such payments and distributions to be made to the Secured Party or to the Collateral Account, as elected by the Secured Party. Further, the Secured Party shall have the right, at any time after the occurrence and during the continuance of any Event
of Default, to notify and direct any issuer to thereafter make all payments, dividends, and any other distributions payable in respect thereof directly to the Secured Party. Such issuer shall be fully protected in relying on the written statement of
the Secured Party that it then holds a security interest which entitles it to receive such payments and distributions.
(j) Other
Parties and Other Collateral. No renewal or extensions of or any other indulgence with respect to the Obligations or any part thereof, no modification of the document(s) evidencing the Obligations, no release of any security, no release of any
Person (including any maker, indorser, guarantor or surety) liable on the Obligations, no delay in enforcement of payment, and no delay or omission or lack of diligence or care in exercising any right or power with respect to the Obligations or any
security therefor or guaranty thereof or under this Agreement shall in any manner impair or affect the rights of the Secured Party under any law, hereunder, or under any other agreement pertaining to the Collateral. The Secured Party need not file
suit or assert a claim for personal judgment against any Person for any part of the Obligations or seek to realize upon any other security for the Obligations, before foreclosing or otherwise realizing upon the Collateral.
(k) Waivers by Pledgor. Pledgor waives notice of the creation, advance, increase, existence, extension or renewal of, and of any
indulgence with respect to, the Obligations; waives notice of any change in financial condition of any person liable for the Obligations or any part thereof, notice of any Event of Default, and all other notices respecting the Obligations; and
agrees that maturity of the Obligations and any part thereof may, in accordance with the Credit Agreement and Loan Documents, be accelerated, extended or renewed one or more times by the Secured Party in its discretion, without notice to Pledgor.
Pledgor waives any right to require that any action be brought against any other Person or to require that resort be had to any other security or to any balance of any deposit account. Pledgor further waives any right of subrogation or to enforce
any right of action against any other pledgor until the Obligations are paid in full.
4
(l) Registration under Securities Act. Within three (3) Business Days after
Pledgor’s receipt of written notice (the “Registration Demand”) that is addressed to each of Pledgor and Put Pledgor and that is signed by each of the Secured Party hereunder and the Person named as Secured Party (the
“Put Secured Party”) in the Put Pledge Agreement, Pledgor, jointly with the Put Pledgor, shall notify the Issuer of its election to exercise one demand registration right under Section 7.12 of the Partnership Agreement with
respect to all Underlying Equity constituting Collateral hereunder and all Underlying Equity constituting Collateral (as defined in the Put Pledge Agreement) (collectively, the “Pledged Underlying Equity”). After delivery of the
Registration Demand to the Issuer, Pledgor shall promptly execute and deliver all such further documents and take all such further actions as may be reasonably necessary or as the Secured Party may reasonably request to facilitate the registration,
subject to the terms of the Partnership Agreement, of all Pledged Underlying Equity under the provisions of the Securities Act, and to cause such registration statement to remain effective until the earlier of (i) the date all Pledged
Underlying Equity has been sold thereunder and (ii) the date this Pledge Agreement terminates.
(m) Assignment of Registration
Rights under Partnership Agreement. If, prior to Pledgor’s exercise of its rights to make a Registration Demand under Section 4(l) above and as a result of the exercise of remedies by the Secured Party after the
occurrence of an Event of Default, Underlying Equity constituting Collateral shall have been sold or otherwise disposed of (including via foreclosure, deed-in-lieu of foreclosure, or other similar process), Pledgor shall, within three
(3) Business Days after Pledgor’s receipt of written notice from the Secured Party, exercise its rights under Section 7.12(e) of the Partnership Agreement to assign to the then owner of such Underlying Equity its rights under
Section 7.12 of the Partnership Agreement to cause the Issuer to register Underlying Equity. Pledgor shall promptly execute and deliver all such further documents and take all such further actions as may be reasonably necessary or as the
Secured Party may reasonably request to facilitate such assignment of such registration rights.
(n) Limitation on Exercise of
Registration Rights. Pledgor shall not exercise, or permit any Affiliate to exercise, more than two demand registration rights under Section 7.12 of the Partnership Agreement with respect to any Underlying Equity unless Secured Party has
previously exercised the rights to require registration of Underlying Equity specified in Section 4(l) above.
(o)
Maximum Demands. Notwithstanding any provision of this Agreement to the contrary, in no event shall the Secured Party and the Put Secured Party be entitled to more than one demand right in the aggregate, whether under Section 4(l), 4(m),
4(n) of this Agreement or Section 6(l), 6(m) or 6(n) of the Put Pledge Agreement.
(p) Further Assurances. At any time and
from time to time, Pledgor shall promptly execute and deliver all such further documents and take such further actions as may be reasonably necessary or as the Secured Party may reasonably request (i) to assure the Secured Party that the
security interests hereunder are perfected with a first priority Lien and (ii) to carry out the provisions and purposes of this Agreement.
5.
Power of Attorney. Pledgor hereby irrevocably constitutes and appoints (which appointment is coupled with an interest) the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the name of Pledgor or in its own name, to take after the occurrence and during the
5
continuance of an Event of Default and from time to time thereafter, any and all action and to execute any and all documents and instruments which the Secured Party at any time and from time to
time deems necessary or desirable to accomplish the purposes of this Agreement, including, without limitation, selling any of the Collateral on behalf of Pledgor as agent or attorney in fact for Pledgor and receiving, evidencing and collecting all
checks and other orders for the payment of money made payable to Pledgor with respect to the Collateral and applying the proceeds received therefrom in accordance with the Credit Agreement; however, nothing in this paragraph shall be construed to
obligate the Secured Party to take any action hereunder nor shall the Secured Party or any Lender Party be liable to Pledgor for failure to take any action hereunder. This appointment shall be deemed a power coupled with an interest, is irrevocable.
6. Rights and Powers of the Secured Party. The Secured Party, after the occurrence and during the continuance of an Event of Default,
without liability to Pledgor, may: take control of proceeds, including stock received as dividends or by reason of stock splits; take exclusive control of the Collateral Account; release the Collateral in its possession to Pledgor, temporarily or
otherwise; reject as unsatisfactory any property hereafter offered by Pledgor as Collateral; take control of funds generated by the Collateral, such as cash dividends, interest and proceeds, and use same to reduce any part of the Obligations;
exercise all other rights which an owner of such Collateral may exercise; and at any time transfer any of the Collateral or evidence thereof into its own name or that of its nominee. Neither the Secured Party nor any Lender Party shall be liable for
failure to collect any account or instruments, or for any act or omission on the part of the Secured Party, its officers, agents or employees, except for any act or omission arising out of their own willful misconduct or fraud. The foregoing rights
and powers of the Secured Party will be in addition to, and not a limitation upon, any rights and powers of the Secured Party given by law, elsewhere in this Agreement, or otherwise.
7. Default.
(a) Rights and
Remedies. After the occurrence and during the continuance of an Event of Default and at any time thereafter, the Secured Party may, without (i) presentment, demand, or protest, (ii) notice of default, dishonor, demand, non-payment, or protest, (iii) notice of acceleration or intent to accelerate all or any part of the Obligations, or (iv) notice of any other kind, all of which Pledgor hereby expressly waives (except for
any notice required under any Loan Document or which may not be waived under applicable Law), exercise and enforce, at its option, any and all of the rights and remedies provided in any Loan Document or available to the Secured Party at law or in
equity, including, without limitation, the following rights and remedies:
(i) Exercise of Exclusive Control. The Secured Party may
exercise exclusive control over the Collateral Account and all Collateral held or deposited therein.
(ii) Control of Collateral.
The Secured Party may, without liability to Pledgor, take control of the proceeds, including stock received as dividends or by reason of stock splits, temporarily or otherwise, take control of funds generated by the Collateral, including the
Collateral Account, such as cash dividends, interest and proceeds, and use same to reduce any part of the Obligations and exercise all other rights which an owner of such Collateral may exercise, and at any time transfer any of the Collateral or
evidence thereof into its own name or that of its nominee.
(iii) Liquidation and Redemption of Collateral. The Secured Party may
instruct a Custodian to cancel any open trade, settlement, transfer or other orders with respect to any of
6
the Collateral, redeem any of the Collateral by notice to the issuer of such Collateral, transfer any or all of the Collateral to the Secured Party or its designee, transfer the whole or any part
of the Collateral into its name or the name of its nominee or to notify the obligors on any Collateral to make payment to the Secured Party or its nominee of any amounts due thereon and to take control or grant its nominee the right to take control
of any proceeds of the Collateral, liquidate or redeem the Collateral under its name or under the name of Pledgor pursuant to Section 5, withdraw and/or sell any Collateral and apply any such Collateral as well as the proceeds of any
such Collateral to any unpaid Obligations in such order and manner set forth in the Credit Agreement.
(iv) Uniform Commercial
Code. In addition, the Secured Party may exercise or enforce all of the rights, powers and remedies of a secured creditor under the Uniform Commercial Code (“UCC”) as the same may, from time to time, be in effect in the State of
New York, including any rights under Section 9-607 of the UCC, provided, however, in any event that, by reason of mandatory provisions of Law, any or all of the attachment, perfection or priority (or terms of similar import in any
applicable jurisdiction) of the Secured Party’s Lien on any Collateral is governed by the Uniform Commercial Code (or other similar Law) as in effect in a jurisdiction (whether within or outside the United States) other than the State of New
York, the term “UCC” shall mean the Uniform Commercial Code (or other similar Law) as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority (or terms of
similar import in such jurisdiction) and for purposes of definitions related to such provisions, and any and all rights and remedies available to it as a result of any Loan Document.
(b) Foreclosure Sales
(i) Pledgor specifically understands and agrees that any sale by the Secured Party of all or part of the Collateral pursuant to the terms of
this Agreement may be effected by the Secured Party at times and in manners which could result in the proceeds of such sale as being significantly and materially less than what might have been received if such sale had occurred at different times or
in different manners, and Pledgor hereby releases the Secured Party, the Lender Parties and their officers and representatives from and against any and all obligations and liabilities arising out of or related to the timing or manner of any such
sale. If, in the opinion of the Secured Party, there is any question that a public sale or distribution of any Collateral will violate any state or federal securities law, the Secured Party may offer and sell such Collateral in a transaction exempt
from registration under federal securities law, and any such sale made in good faith by the Secured Party shall be deemed “commercially reasonable.” Furthermore, Pledgor acknowledges that any such restricted or private sales may be at
prices and on terms less favorable to Pledgor than those obtainable through a public sale without such restrictions, but agrees that such sales are commercially reasonable. Pledgor further acknowledges that any specific disclaimer of any warranty of
title or the like by the Secured Party will not be considered to adversely affect the commercial reasonableness of any sale of Collateral.
(ii) Subject to clause (c) below and to the extent a notice of a sale is required to be given by the Secured
Party under 9-611 of the UCC, any notice made shall be deemed reasonable if sent to Pledgor at the address referred to in Section 8(e) prior to (x) the date of any proposed public sale of the Collateral Shares (or on such
date but prior to any such sale) or (y) the date on or after which any Lender Party intends to conduct a private sale of the Collateral Shares (or on such date but prior to any such sale), and any such period shall constitute a reasonable time
for such notice. The Secured Party retains all rights to suspend or delay any such sales with or without notice.
7
(iii) Neither the Secured Party nor any Lender Party shall be liable for failure to collect any
account or instruments, or for any act or omission on the part of such Person, its officers, agents or employees in connection with the Collateral, including any action or omission that occurs during the exercise of the Secured Party’s rights
or remedies, except for any act or omission determined by a court of competent jurisdiction in a final, non-appealable judgment to constitute gross negligence or willful misconduct on the part of such Person.
(iv) Pledgor shall be liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the
Obligations (including the fees and disbursements of counsel employed by the Secured Party to collect such deficiency to the extent provided therefor in Section 8.04 of the Credit Agreement).
(c) Sales of Collateral Shares. Without limiting the foregoing clauses (a) and (b), Pledgor agrees
that the Collateral Shares are of a kind that is customarily sold on a recognized market.
8. General.
(a) Parties Bound. The Secured Party’s rights hereunder shall inure to the benefit of the Lender Parties and their respective
successors and assigns. All representations, warranties and agreements of Pledgor shall be binding upon the personal representatives, heirs, successors and assigns of Pledgor.
(b) Waiver. No failure by or delay of the Secured Party in exercising any power, right or remedy shall operate as a waiver thereof; nor
shall any single or partial exercise of any power, right or remedy preclude other or further exercise thereof or the exercise of any other power, right or remedy. Each right, power and remedy of the Secured Party as provided for herein related to
the Obligations, or which shall now or hereafter exist at law or in equity or by statute or otherwise, shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise
by the Secured Party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by the Secured Party of any or all other such rights, powers or remedies.
(c) Continuing Agreement. This Agreement shall constitute a continuing agreement and shall continue in effect until the Obligations
have been paid in full in cash and the Credit Agreement has been terminated.
(d) UCC Definitions. Unless the context indicates
otherwise, terms which are defined in the UCC are used herein as so defined.
(e) Notice. Each notice and other communications
shall be given to each party in accordance with and at the address of such party set forth in Section 8.02 of the Credit Agreement.
(f) Modifications. No provision hereof shall be modified or limited except by a written agreement in accordance with
Section 8.01 of the Credit Agreement. The provisions of this Agreement shall not be modified or limited by course of conduct or usage of trade.
8
(g) Severability. In case any provision in this Agreement shall be held to be invalid,
illegal or unenforceable, such provision shall be severable from the rest of this Agreement, as the case may be, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(h) Applicable Law. This Agreement shall be governed by, construed and interpreted in accordance with the law of the State of New York,
without giving effect to its conflict of laws provisions other than Section 5-1401 of the New York General Obligations Law. Sections 8.07(b)-(e) of the Credit Agreement shall apply herein, mutatis mutandis, as if set
out in this Agreement in full.
(i) Assignments. The Secured Party may assign all or a portion of its rights and obligations under
this Agreement in accordance with Section 7.06 or Section 8.06 of the Credit Agreement. Pledgor may not assign any of its rights and obligations under this Agreement to any Person without the prior written
consent of the Secured Party.
(j) Financing Statement. Pledgor hereby irrevocably authorizes the Secured Party (or its designee)
at any time and from time to time to file in any jurisdiction any financing or continuation statement and amendment thereto or any registration of charge, mortgage or otherwise, containing any information required under the UCC or the Law of any
other applicable jurisdiction (in each case, without the signature of Pledgor to the extent permitted by applicable law), necessary or appropriate in the reasonable judgment of the Secured Party to perfect or evidence its security interest in and
lien on the Collateral. Any such collateral description shall be limited to the Collateral granted hereunder and shall not describe the collateral as all assets or similarly over inclusive description. Pledgor hereby irrevocably ratifies and
approves any such filing, registration or recordation in any jurisdiction by the Secured Party (or its designee) that has occurred prior to the date hereof, of any financing statement, registration of charge, mortgage or otherwise. Pledgor shall, at
the request of the Secured Party, take all action reasonably requested by the Secured Party in connection with the filing of any such financing statement, and will provide to the Secured Party (or its designees) any and all information required
under the UCC or the law of any other applicable jurisdiction for the effective filing of a financing statement and/or any amendment thereto or any registration of charge, mortgage or otherwise.
(k) Release. In connection with any release in accordance with Section 2.16 of the Credit Agreement, the Secured
Party shall execute and deliver to Pledgor, at Pledgor’s expense, all UCC amendment or termination statements and similar documents that Pledgor shall reasonably request to evidence such release, and will duly assign and transfer to Pledgor
such of the Collateral that may be in the possession of the Secured Party and has not theretofore been sold or otherwise applied or released pursuant to this Agreement and the other Loan Documents. Any execution and delivery of documents pursuant to
this Section 8(k) shall be without recourse to or representation or warranty by the Secured Party.
(l) Amendment
and Restatement. This Agreement amends and restates the Original Pledge Agreement. All obligations and Liens created by the Original Pledge Agreement that remain outstanding and in effect on the Restatement Effective Date are continued by this
Agreement with such modifications as are set forth herein.
9. NOTICE OF FINAL AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE
ENTIRE AGREEMENT BETWEEN THE PARTIES
9
HERETO RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY AND ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER
HEREOF.
[Signature Page Follows]
10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their duly authorized representatives as of the date first above written.
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|
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| PLEDGOR: |
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| RENTECH NITROGEN HOLDINGS, INC. |
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| By: |
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/s/ Colin M. Morris |
| Name: |
|
Colin M. Morris |
| Title: |
|
Senior Vice President and Secretary |
|
| Jurisdiction of Organization: Delaware |
Signature Page to Amended and Restated Pledge Agreement
THE SECURED PARTY:
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
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| By: |
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/s/ Christopher Day |
| Name: |
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Christopher Day |
| Title: |
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Authorized Signatory |
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| By: |
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/s/ Samuel Miller |
| Name: |
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Samuel Miller |
| Title: |
|
Authorized Signatory |
Signature Page to Amended and Restated Pledge Agreement
Schedule 3(e)
Filings, Consents and Approvals
None.
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