UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 18, 2016 (March 14, 2016)
RENTECH NITROGEN PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35334 |
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45-2714747 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(Commission
File Number) |
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(IRS Employer
Identification Number) |
10877 Wilshire Boulevard, 10th Floor
Los Angeles, California 90024
(Address of principal executive office) (Zip Code)
(310) 571-9800
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. |
Entry into a Material Definitive Agreement. |
Membership Interest Purchase Agreement
On March 14, 2016, Rentech Nitrogen Partners, L.P. (the Partnership) and Rentech Nitrogen Pasadena Holdings, LLC
(Pasadena Holdings) entered into a Membership Interest Purchase Agreement (the Purchase Agreement) with Pasadena Commodities International, LLC (the Buyer) and Rentech, Inc., solely in its
capacity as seller representative (the Company). On the same date, the closing under the Purchase Agreement occurred and Buyer purchased 100% of the issued and outstanding membership interests of Pasadena Holdings from the
Partnership.
At the closing, the Buyer made an initial cash payment to the Partnership of $5.0 million net of fees described below. The
Purchase Agreement provides for a cash working capital adjustment, which is expected to be approximately $6.0 million, after confirmation of the amount within ninety days of the closing of the transaction. The Purchase Agreement also includes a
milestone payment which would be paid to Partnership unitholders equal to 50% of the Pasadena facilitys EBITDA, as defined in the Purchase Agreement, in excess of $8.0 million cumulatively earned over the next two years. In addition, the
Purchase Agreement includes a liquidity event payment if Buyer sells Pasadena Holdings, or a majority of its assets, prior to March 31, 2019 equal to: (i) 50% of the amount, if any, Buyer receives upon closing the liquidity event; less (ii) the
cumulative amount Buyer has paid for Pasadena Holdings under the terms of the Purchase Agreement as of the liquidity event. The cumulative maximum amount that may be paid out as a milestone payment or a liquidity event payment (on a combined basis)
is $25 million. The Partnership expects to distribute to its unitholders the $5.0 million initial cash payment, net of estimated transaction-related fees of approximately $0.7 million, on March 31, 2016 to unitholders of record as of March 28,
2016.
Buyer, the Partnership and Pasadena Holdings made customary representations, warranties and covenants in the Purchase Agreement.
Under the Purchase Agreement, none of the representations and warranties survived the closing under the Purchase Agreement, and Buyers sole and exclusive remedy for claims for any inaccuracy or breach of any representation or warranty of the
Partnership or Pasadena Holdings will be to recover from a representations and warranties insurance policy.
Separation Agreement
On March 14, 2016, in connection with the closing under the Purchase Agreement, the Partnership entered into a Separation Agreement (the
Separation Agreement) with Rentech Nitrogen GP, LLC (the Partnership GP) and Pasadena Holdings. The Separation Agreement governs the terms of the separation of Pasadena Holdings business from the
Partnerships other business. Among other things, the Separation Agreement generally provides for cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of Pasadena Holdings and its
subsidiarys business with Pasadena Holdings and financial responsibility for the obligations and liabilities of the Partnerships other business with the Partnership.
The summaries of the Purchase Agreement and Separation Agreement in this Current Report on Form 8-K do not purport to be complete and are
qualified by reference to the full text of the aforementioned agreements, which are filed as Exhibit 10.1 and Exhibit 10.2 hereto and incorporated by reference herein.
Item 2.01. |
Completion of Acquisition or Disposition of Assets. |
The information set forth above
under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01.
Item 9.01. |
Financial Statements and Exhibits. |
(b) |
Pro forma financial statements |
The following unaudited pro forma condensed consolidated
financial statements are included in this Form 8-K as Exhibit 99.1 and incorporated herein by reference in this Item 9.01:
Unaudited pro forma condensed
consolidated financial statements.
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10.1 |
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Membership Interest Purchase Agreement, dated as of March 14, 2016, by and among Pasadena Commodities International, LLC, as Buyer, Rentech Nitrogen Partners, L.P. as Seller, Rentech, Inc. as Seller Representative and Rentech
Nitrogen Pasadena Holdings, LLC, as the Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Rentech, Inc. on March 18, 2016). |
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10.2 |
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Separation Agreement, dated as of March 14, 2016, by and among Rentech Nitrogen Partners, L.P., Rentech Nitrogen GP, LLC and Rentech Nitrogen Pasadena Holdings, LLC (incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K filed by Rentech, Inc. on March 18, 2016). |
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99.1 |
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Unaudited pro forma condensed consolidated financial statements. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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RENTECH NITROGEN PARTNERS, L.P. a Delaware limited Partnership |
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By: |
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Rentech Nitrogen GP, LLC |
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Its: |
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General Partner |
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Date: March 18, 2016 |
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By: |
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/s/ Colin Morris |
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Colin Morris |
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Senior Vice President and General Counsel |
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On March 14, 2016, Rentech Nitrogen Partners, L.P. (the Partnership) completed the sale of Rentech Nitrogen Pasadena Holdings, LLC (Pasadena
Holdings) to Pasadena Commodities International, LLC, an affiliate of Interoceanic Corporation. The transaction calls for an initial cash payment to the Partnership of $5.0 million and a cash working capital adjustment, which is expected to be
approximately $6.0 million, after confirmation of the amount within ninety days of the closing of the transaction. The purchase agreement also includes a milestone payment which would be paid to the Partnership unitholders equal to 50% of the
facilitys EBITDA, as defined in the purchase agreement, in excess of $8.0 million cumulatively earned over the next two years.
The following
unaudited pro forma condensed consolidated financial statements have been derived by the application of adjustments to the Partnerships historical consolidated financial statements. The unaudited pro forma condensed consolidated statements of
operations for the three years ended December 31, 2015 are presented as if the disposition had occurred as of January 1, 2013. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2015 is presented as if the
disposition had occurred on December 31, 2015.
The unaudited pro forma condensed consolidated financial statements are being provided for
informational purposes only and are not necessarily indicative of the results of operations or financial position that would have resulted if the disposition had actually occurred on the dates indicated and are not intended to project the
Partnerships results of operations or financial position for any future period. The unaudited adjustments are based on estimates, available information, and certain assumptions that the Partnership believes are reasonable, as described in the
accompanying notes. The pro forma adjustments reflect the impact of events directly attributable to the sale of Pasadena Holdings and related transaction agreements that are factually supportable, and for purposes of the statements of operations,
are expected to have a continuing impact on the Partnership. The pro forma financial statements do not reflect any assumed proceeds from the milestone payment. The unaudited pro forma condensed consolidated financial statements and the accompanying
notes should be read in conjunction with the historical consolidated financial statements and accompanying notes included in the Partnerships Annual Report on Form 10-K for the year ended December
31, 2015 filed with the Securities and Exchange Commission on March 15, 2016.
RENTECH NITROGEN PARTNERS, L.P.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of December 31, 2015
(Amounts in thousands)
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Pro Forma Adjustments |
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Partnership Historical |
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Adjustment to Eliminate Pasadena Holdings (1) |
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Adj. (2) |
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Adj. (3) |
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Adj. (4) |
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Pro Forma |
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Current Assets |
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Cash |
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$ |
15,823 |
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$ |
(8,589 |
) |
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$ |
10,621 |
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$ |
7,234 |
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$ |
(311 |
) |
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$ |
(10,310 |
) |
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Accounts receivable |
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11,451 |
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(2,450 |
) |
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9,001 |
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Inventories |
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32,116 |
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(21,758 |
) |
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10,358 |
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Prepaid expenses and other current assets |
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5,745 |
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(3,512 |
) |
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2,233 |
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Other receivables |
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374 |
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(344 |
) |
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30 |
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Total current assets |
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65,509 |
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(36,653 |
) |
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10,621 |
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(311 |
) |
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(10,310 |
) |
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28,856 |
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Property, plant and equipment, net |
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152,078 |
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(1,810 |
) |
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150,268 |
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Construction in progress |
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23,712 |
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(895 |
) |
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22,817 |
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Other assets |
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71 |
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(71 |
) |
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Total assets |
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$ |
241,370 |
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$ |
(39,429 |
) |
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$ |
10,621 |
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$ |
(311 |
) |
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$ |
(10,310 |
) |
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$ |
201,941 |
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Current liabilities |
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Accounts payable |
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$ |
12,022 |
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(5,015 |
) |
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$ |
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$ |
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$ |
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$ |
7,007 |
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Payable to general partner |
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4,605 |
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(377 |
) |
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4,228 |
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Accrued liabilities |
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15,212 |
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(5,644 |
) |
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9,568 |
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Deferred revenue |
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16,982 |
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(10,786 |
) |
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6,196 |
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Accrued interest |
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4,650 |
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4,650 |
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Total current liabilities |
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53,471 |
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|
(21,822 |
) |
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31,649 |
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Long-term liabilities |
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Debt |
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347,575 |
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347,575 |
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Asset retirement obligation |
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4,498 |
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(4,047 |
) |
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|
451 |
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Other |
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2,092 |
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(1,541 |
) |
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551 |
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Total long-term liabilities |
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354,165 |
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(5,588 |
) |
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348,577 |
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Total liabilities |
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407,636 |
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(27,410 |
) |
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380,226 |
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Partners capital (deficit) |
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Common unitholders |
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(166,555 |
) |
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(11,730 |
) |
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10,621 |
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(311 |
) |
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|
(10,310 |
) |
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|
(178,285 |
) |
Accumulated other comprehensive income |
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|
289 |
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(289 |
) |
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Total Partners capital (deficit) |
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(166,266 |
) |
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|
(12,019 |
) |
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10,621 |
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|
(311 |
) |
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|
(10,310 |
) |
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|
(178,285 |
) |
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Total liabilities and partners capital (deficit) |
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$ |
241,370 |
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$ |
(39,429 |
) |
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$ |
10,621 |
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$ |
(311 |
) |
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$ |
(10,310 |
) |
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$ |
201,941 |
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|
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RENTECH NITROGEN PARTNERS, L.P.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2015
(Amounts in thousands, except per unit data)
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Partnership Historical |
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Pro Forma Adjustment to Eliminate Pasadena Holdings (1) |
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Pro Forma |
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Revenues |
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$ |
340,731 |
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$ |
(139,387 |
) |
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$ |
201,344 |
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Cost of sales |
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|
239,969 |
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|
(134,731 |
) |
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|
105,238 |
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|
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Gross profit |
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100,762 |
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|
(4,656 |
) |
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|
96,106 |
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Operating expenses |
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Selling, general and administrative expense |
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19,794 |
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|
(3,937 |
) |
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|
15,857 |
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Depreciation and amortization |
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|
1,035 |
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|
(755 |
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|
280 |
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Pasadena asset impairment |
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|
160,622 |
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(160,622 |
) |
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Other expense, net |
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|
410 |
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|
410 |
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Total operating expenses |
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181,861 |
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|
(165,314 |
) |
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|
16,547 |
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|
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Operating income (loss) |
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|
(81,099 |
) |
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|
160,658 |
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|
79,559 |
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Other income (expense), net |
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Interest expense |
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(21,701 |
) |
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|
(21,701 |
) |
Other income, net |
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|
1,341 |
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|
|
(1,425 |
) |
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|
(84 |
) |
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Total other expenses, net |
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(20,360 |
) |
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|
(1,425 |
) |
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|
(21,785 |
) |
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Income (loss) before income taxes |
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(101,459 |
) |
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|
159,233 |
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|
57,774 |
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Income tax expense |
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|
67 |
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|
|
(45 |
) |
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22 |
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Net income (loss) |
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$ |
(101,526 |
) |
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$ |
159,278 |
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$ |
57,752 |
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Net income (loss) per common unit allocated to common unitholders - Basic and diluted |
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$ |
(2.62 |
) |
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$ |
1.47 |
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Weighted-average units used to compute net income (loss) per common unit: |
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Basic and diluted |
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38,924 |
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|
38,924 |
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RENTECH NITROGEN PARTNERS, L.P.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2014
(Amounts in thousands, except per unit data)
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|
|
|
|
|
|
|
|
|
|
|
Partnership Historical |
|
|
Pro Forma Adjustment to Eliminate Pasadena Holdings (1) |
|
|
Pro Forma |
|
Revenues |
|
$ |
334,612 |
|
|
$ |
(138,233 |
) |
|
$ |
196,379 |
|
Cost of sales |
|
|
274,135 |
|
|
|
(152,541 |
) |
|
|
121,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
60,477 |
|
|
|
14,308 |
|
|
|
74,785 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expense |
|
|
18,011 |
|
|
|
(5,078 |
) |
|
|
12,933 |
|
Depreciation and amortization |
|
|
1,509 |
|
|
|
(1,315 |
) |
|
|
194 |
|
Pasadena goodwill impairment |
|
|
27,202 |
|
|
|
(27,202 |
) |
|
|
|
|
Other expense, net |
|
|
542 |
|
|
|
(5 |
) |
|
|
537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
47,264 |
|
|
|
(33,600 |
) |
|
|
13,664 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
13,213 |
|
|
|
47,908 |
|
|
|
61,121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense), net |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(19,057 |
) |
|
|
|
|
|
|
(19,057 |
) |
Agrifos settlement |
|
|
5,632 |
|
|
|
|
|
|
|
5,632 |
|
Loss on debt extinguishment |
|
|
(635 |
) |
|
|
|
|
|
|
(635 |
) |
Other income, net |
|
|
(197 |
) |
|
|
|
|
|
|
(197 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses, net |
|
|
(14,257 |
) |
|
|
|
|
|
|
(14,257 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
(1,044 |
) |
|
|
47,908 |
|
|
|
46,864 |
|
Income tax expense |
|
|
18 |
|
|
|
(18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(1,062 |
) |
|
$ |
47,926 |
|
|
$ |
46,864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common unit allocated to common unitholders - Basic and diluted |
|
$ |
(0.03 |
) |
|
|
|
|
|
$ |
1.20 |
|
|
|
|
|
Weighted-average units used to compute net income (loss) per common unit: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
38,898 |
|
|
|
|
|
|
|
38,898 |
|
RENTECH NITROGEN PARTNERS, L.P.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year ended December 31, 2013
(Amounts in thousands, except per unit data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma Adjustments |
|
|
|
|
|
|
Partnership Historical |
|
|
Adjustment to Eliminate Pasadena Holdings (1) |
|
|
Adj. (2) |
|
|
Pro Forma |
|
Revenues |
|
$ |
311,375 |
|
|
$ |
(133,675 |
) |
|
$ |
|
|
|
$ |
177,700 |
|
Cost of sales |
|
|
240,021 |
|
|
|
(143,204 |
) |
|
|
|
|
|
|
96,817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
71,354 |
|
|
|
9,529 |
|
|
|
|
|
|
|
80,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expense |
|
|
17,285 |
|
|
|
(4,764 |
) |
|
|
|
|
|
|
12,521 |
|
Depreciation and amortization |
|
|
4,077 |
|
|
|
(3,886 |
) |
|
|
|
|
|
|
191 |
|
Pasadena impairment |
|
|
30,029 |
|
|
|
(30,029 |
) |
|
|
|
|
|
|
|
|
Loss on sale of Pasadena Holdings |
|
|
|
|
|
|
|
|
|
|
148,157 |
|
|
|
148,157 |
|
Other expense, net |
|
|
806 |
|
|
|
|
|
|
|
|
|
|
|
806 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
52,197 |
|
|
|
(38,679 |
) |
|
|
148,157 |
|
|
|
161,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
19,157 |
|
|
|
48,208 |
|
|
|
(148,157 |
) |
|
|
(80,792 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(14,098 |
) |
|
|
|
|
|
|
|
|
|
|
(14,098 |
) |
Loss on debt extinguishment |
|
|
(6,001 |
) |
|
|
|
|
|
|
|
|
|
|
(6,001 |
) |
Gain on fair value adjustment to earn-out consideration |
|
|
4,920 |
|
|
|
|
|
|
|
|
|
|
|
4,920 |
|
Other income, net |
|
|
(6 |
) |
|
|
9 |
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expenses, net |
|
|
(15,185 |
) |
|
|
9 |
|
|
|
|
|
|
|
(15,176 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
3,972 |
|
|
|
48,217 |
|
|
|
(148,157 |
) |
|
|
(95,968 |
) |
Income tax benefit |
|
|
(96 |
) |
|
|
(141 |
) |
|
|
|
|
|
|
(237 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
4,068 |
|
|
$ |
48,358 |
|
|
$ |
(148,157 |
) |
|
$ |
(95,731 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common unit allocated to common unitholders - Basic and diluted |
|
$ |
0.10 |
|
|
|
|
|
|
|
|
|
|
$ |
(2.46 |
) |
|
|
|
|
|
Weighted-average units used to compute net income (loss) per common unit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
38,850 |
|
|
|
|
|
|
|
|
|
|
|
38,850 |
|
Diluted |
|
|
38,945 |
|
|
|
|
|
|
|
|
|
|
|
38,850 |
|
RENTECH NITROGEN PARTNERS, L.P.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
The unaudited pro forma condensed consolidated financial statements give effect to the sale of Pasadena Holdings related assets and liabilities. The
unaudited pro forma condensed consolidated statements of operations for the three years ended December 31, 2015 are presented as if the sale occurred on January 1, 2013. The unaudited pro forma condensed consolidated balance sheet as of
December 31, 2015 is presented as if the sale occurred on that date.
Pro Forma Adjustments to the Unaudited Pro Forma Consolidated Balance Sheet
(1) |
Reflects the deconsolidation of the Pasadena Holdings assets and liabilities as if the disposition occurred on December 31, 2015. All amounts are derived from the historical consolidated financial statements
of Rentech, Inc. (the Company). |
(2) |
Reflects estimated net sales proceeds to the Partnership, which is comprised of an initial cash payment of $5.0 million, less transaction costs of approximately $0.4 million, plus a working capital payment of $6.0
million. The working capital payment will be based off actual working capital as of March 14, 2016 pursuant to the Purchase Agreement, but for purposes of the pro forma balance sheet the adjustment has been applied to working capital as of December
31, 2015. |
(3) |
Reflects additional transaction costs of approximately $0.3 million incurred in 2016. |
(4) |
Reflects estimated distributions of net proceeds to the Partnership unitholders, which is comprised of an initial cash payment of $5.0 million, less transaction costs of $0.7 million, plus a working capital payment
of $6.0 million. |
Pro Forma Adjustments to the Unaudited Pro Forma Consolidated Statements of Operations
(1) |
Reflects the deconsolidation of Pasadena Holdings results of operations as if the disposition occurred on January 1, 2013. All amounts are derived from the Companys historical consolidated financial
statements. |
(2) |
Reflects loss on sale of Pasadena Holdings, net of allocation of loss to noncontrolling interests, which is comprised of $11.0 million of estimated gross proceeds, less $0.7 million of estimated transactions costs,
compared to Pasadena Holdings net book value of $158.5 million as of January 1, 2013. |
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