Terminalling and Other Projects:

The site also provides other opportunities for growth, such as terminalling of fertilizer or other products using existing on-site storage and deep water docks.

Financial Highlights

The initial purchase price of $158 million will be paid as follows: $138 million in cash financed by the new debt facility and $20 million in Rentech Nitrogen common units. The acquisition price equates to 6.3x 2013 forecasted EBITDA for the plant’s operations. Rentech Nitrogen expects the Pasadena facility to generate approximately $20 million in operating income and approximately $25 million in EBITDA in 2013, excluding one-time integration and transition costs. Further explanation of EBITDA, a non-GAAP financial measure, and a reconciliation of the plant’s forecasted EBITDA to operating income have been included below in this press release.

The purchase agreement provides for a maximum $50 million potential earn-out, to be paid in common units or cash at the Partnership's option. The earn-out calculation is based on cumulative Adjusted EBITDA over two years following closing, with a minimum cumulative threshold of $55 million. For every dollar of Adjusted EBITDA over this threshold, two dollars are to be paid to the sellers. At the maximum earn-out of $50 million, cumulative two-year Adjusted EBITDA would be $80 million, and the implied multiple of total purchase price to Adjusted EBITDA in the year before the earn-out payment would be 5.2x.

The acquisition is expected to be accretive to cash distributions per unit beginning in 2013. Based on the timing of the close of the Agrifos acquisition, the transaction is expected to have an immaterial impact on cash distributions per unit for the fourth quarter of 2012.

Credit Facility

In conjunction with the closing of this transaction, Rentech Nitrogen has secured commitments from its existing and new lenders to amend its existing debt facility, and expand its borrowing base from $135 million to $300 million. The facility also includes an accordion feature to expand the debt capacity by an additional $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.

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