The convertible notes to be redeemed, with principal amount of $57.5 million, are due to mature on April 15, 2013 and are convertible into 14,332,002 shares of common stock, subject to certain adjustments. Upon redemption of the notes, Rentech, Inc. will have no material outstanding debt obligations, but those of Rentech Nitrogen Partners, L.P. will continue to appear on the Company’s consolidated balance sheets.
Disclosure Regarding Non-GAAP Financial Measures
Management believes that including the Company’s pro forma unconsolidated cash balance will provide investors with additional information regarding the Company’s liquidity. A reconciliation of the Company’s unconsolidated cash balance as of September 30, 2012 to its pro forma cash balance after giving effect to the payment of the special dividend, redemption of convertible debt, and receipt of the cash distribution from Rentech Nitrogen Partners on November 14 th is below.
Rentech, Inc.’s Pro Forma Unconsolidated Cash Balance Reconciliation (excludes Rentech Nitrogen Partners’ cash balance)
($ in millions)
|September 30, 2012 Actual Unconsolidated Cash Balance||$||183.0|
|Redemption of Convertible Notes (including accrued interest)||(58.0||)|
|Cash Distribution from Rentech Nitrogen on November 14, 2012||19.8|
|Pro Forma September 30, 2012 Unconsolidated Cash Balance||$||102.6|
About Rentech, Inc.Rentech, Inc. ( www.rentechinc.com) owns and develops technologies that enable the production of certified synthetic fuels and renewable power when integrated with certain other third-party technologies. The Company owns the Rentech-SilvaGas and the Rentech-ClearFuels biomass gasification technologies, each of which can produce synthesis gas from biomass or waste materials, for production of renewable power and fuels. The Rentech-ClearFuels gasifier can also produce renewable hydrogen as a product. Rentech also owns the patented Rentech Process, based on Fischer-Tropsch chemistry, which can convert syngas from the Company’s own or other gasification technologies into complex hydrocarbons that then can be upgraded into fuels or chemicals using refining technology that we license. Rentech also owns, through its wholly-owned subsidiaries, the general partner and approximately 60% of the common units representing limited partner interests in Rentech Nitrogen Partners, L.P. ( www.rentechnitrogen.com), a limited partnership traded publicly under the symbol RNF. Rentech Nitrogen Partners, L.P. manufactures and sells nitrogen fertilizer products. Safe Harbor Statement This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995 about matters such as the Company’s intention to pay a special one-time dividend; whether a portion of the dividend will be treated as a return of capital; plans to redeem its outstanding convertible notes; confidence in the Company’s financial future; whether and the extent to which the Company will realize profitability on its alternative energy business assets; the ability of the Company to grow its business; and the return profile of potential partnerships the Company may enter into. These statements are based on management’s current expectations and actual results may differ materially as a result of various risks and uncertainties. Other factors that could cause actual results to differ from those reflected in the forward-looking statements are set forth in the Company’s prior press releases and periodic public filings with the Securities and Exchange Commission, which are available via Rentech’s website at www.rentechinc.com. The forward-looking statements in this press release are made as of the date of this press release and Rentech does not undertake to revise or update these forward-looking statements, except to the extent that it is required to do so under applicable law.