Rentech Nitrogen Partners, L.P. (NYSE:RNF) announced today that it has completed its previously announced acquisition of Agrifos LLC, the leading producer of synthetic granulated ammonium sulfate fertilizer in North America. Agrifos’ fertilizer production facility is located in Pasadena, Texas. The business will become a subsidiary of Rentech Nitrogen.
Rentech Nitrogen reiterated its expectation that the Agrifos transaction will be accretive to cash available for distribution per unit beginning in 2013. Based on the timing of the close, the transaction is expected to have an immaterial impact on Rentech Nitrogen’s per unit cash distribution for the fourth quarter of 2012. Rentech Nitrogen also reiterated its expectation that the Pasadena facility will generate approximately $20 million in operating income and approximately $25 million in EBITDA in 2013, excluding one-time integration and transition costs (as described in its press release dated November 1, 2012).
In conjunction with the closing of this acquisition, Rentech Nitrogen amended its existing debt facility, and expanded its borrowing base from $135 million to $300 million. The amended facility includes an accordion feature to expand the debt capacity by $35 million, subject to new lending commitments, to finance future growth projects. GE Capital served as administrative agent and GE Capital Markets served as sole lead arranger and book-runner for the debt facilities.
The initial purchase price of the acquisition was $158 million. $138 million of the initial purchase price was provided in cash through the amended credit facility. The remainder of the purchase price was provided in the form of 538,793 common units of Rentech Nitrogen, valued at $20 million based on the 30-day volume-weighted average price of the common units prior to signing the acquisition agreement.
“We are excited to bring this strategic facility into Rentech Nitrogen’s portfolio of assets. We expect its integration to proceed quickly and smoothly and we intend to initiate our first planned organic growth project at the Pasadena plant shortly,” said D. Hunt Ramsbottom, CEO of Rentech Nitrogen GP, LLC. “The Pasadena plant’s assets are a tremendous fit with our existing business platform, adding to our cash flow per unit and diversifying our business.”