Expected Closing

The transaction, which is subject to customary closing conditions, is anticipated to close within one week of the date of this announcement.

Commenting on the transaction, John Diesch, President of Rentech Nitrogen, said, “We are excited to bring Agrifos’ Pasadena plant and its employees into the Rentech Nitrogen family. We have spent considerable time conducting due diligence on this facility and believe that it is an accretive acquisition that will increase Rentech Nitrogen’s value by diversifying risk and enhancing its growth profile.” Mr. Diesch continued, “We are confident in our integration plan for this asset and we believe our operating expertise can be applied to the Pasadena site to enhance plant operations and allow us to execute on growth plans at the site.”

Imperial Capital, LLC and BMO Capital Markets acted as financial advisors to Rentech Nitrogen in connection with the transaction.

Conference Call and Investor Presentation

The Partnership will hold a conference call today at 7:00 a.m. PDT to discuss the transaction. The slide presentation to be used in conjunction with the call will be available just prior to the call at www.rentechnitrogen.com within the Investor Relations portion of the site under the Presentation section. Callers may listen to the live presentation, which will be followed by a question and answer segment, by dialing 800-706-3081 or 706-679-9998 for international callers. An audio webcast of the call will be available on the same web page as the presentation. A replay will be available by audio webcast and teleconference from 9:00 a.m. PDT on November 1 through 9:00 a.m. PST on November 8. The replay teleconference will be available by dialing 800-633-8284 or 402-977-9140 for international callers and the reservation number 21610341.

Disclosure Regarding Non-GAAP Financial Measures

EBITDA is defined as operating income plus depreciation expense. EBITDA is used as a supplemental financial measure by management and by external users of our financial statements, such as investors and commercial banks, to assess:
  • the financial performance of our assets without regard to financing methods, capital structure or historical cost basis; and
  • our operating performance and return on invested capital compared to those of other publicly traded limited partnerships and other public companies, without regard to financing methods and capital structure.

EBITDA should not be considered an alternative to net income, operating income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA may have material limitations as a performance measure because it excludes items that are necessary elements of our costs and operations. In addition, EBITDA presented by other companies may not be comparable to our presentation, since each company may define these terms differently.

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