0000899243-16-017690.txt : 20160405 0000899243-16-017690.hdr.sgml : 20160405 20160405200117 ACCESSION NUMBER: 0000899243-16-017690 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160401 FILED AS OF DATE: 20160405 DATE AS OF CHANGE: 20160405 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RENTECH, INC. CENTRAL INDEX KEY: 0000868725 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 840957421 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10877 WILSHIRE BLVD, 10TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 310-571-9800 MAIL ADDRESS: STREET 1: 10877 WILSHIRE BLVD, 10TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 FORMER COMPANY: FORMER CONFORMED NAME: RENTECH INC /CO/ DATE OF NAME CHANGE: 19930328 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith J Albert III CENTRAL INDEX KEY: 0001394690 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15795 FILM NUMBER: 161556267 MAIL ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Goodman Bennett J CENTRAL INDEX KEY: 0001394691 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15795 FILM NUMBER: 161556268 MAIL ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSO CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001362495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15795 FILM NUMBER: 161556269 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-503-2100 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-04-01 1 0000868725 RENTECH, INC. RTK 0001362495 GSO CAPITAL PARTNERS LP C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001394691 Goodman Bennett J C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001394690 Smith J Albert III C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 Series E Convertible Preferred Stock 22.20 2016-04-01 4 J 0 9885.3043 D Common Stock 445283 0 I See Footnotes Series E Convertible Preferred Stock 22.20 2016-04-01 4 J 0 3840.2958 D Common Stock 172986 0 I See Footnotes Series E Convertible Preferred Stock 22.20 2016-04-01 4 J 0 3843.1304 D Common Stock 173113 0 I See Footnotes Series E Convertible Preferred Stock 22.20 2016-04-01 4 J 0 12991.4871 D Common Stock 585202 0 I See Footnotes Series E Convertible Preferred Stock 22.20 2016-04-01 4 J 0 6666.6667 D Common Stock 300300 0 I See Footnotes Series E Convertible Preferred Stock 22.20 2016-04-01 4 J 0 16121.7415 D Common Stock 726204 0 I See Footnotes Series E Convertible Preferred Stock 22.20 2016-04-01 4 J 0 28751.3742 D Common Stock 1295106 0 I See Footnotes Series E Convertible Preferred Stock 22.20 2016-04-01 4 J 0 17900 D Common Stock 806306 0 I See Footnotes Call Right (Obligation to Sell) 2016-04-01 4 E 0 9885.3043 A 2015-02-12 Common Stock 445283 0 I See Footnotes Call Right (Obligation to Buy) 2016-04-01 4 E 0 445283 D 2015-02-12 Common Stock 445283 0 I See Footnotes Call Right (Obligation to Sell) 2016-04-01 4 E 0 3840.2958 A 2015-02-12 Common Stock 172986 0 I See Footnotes Call Right (Obligation to Buy) 2016-04-01 4 E 0 172986 D 2015-02-12 Common Stock 172986 0 I See Footnotes Call Right (Obligation to Sell) 2016-04-01 4 E 0 3843.1304 A 2015-02-12 Common Stock 173113 0 I See Footnotes Call Right (Obligation to Buy) 2016-04-01 4 E 0 173113 D 2015-02-12 Common Stock 173113 0 I See Footnotes Call Right (Obligation to Sell) 2016-04-01 4 E 0 12991.4871 A 2015-02-12 Common Stock 585202 0 I See Footnotes Call Right (Obligation to Buy) 2016-04-01 4 E 0 585202 D 2015-02-12 Common Stock 585202 0 I See Footnotes Call Right (Obligation to Sell) 2016-04-01 4 E 0 6666.6667 A 2015-02-12 Common Stock 300300 0 I See Footnotes Call Right (Obligation to Buy) 2016-04-01 4 E 0 300300 D 2015-02-12 Common Stock 300300 0 I See Footnotes Call Right (Obligation to Sell) 2016-04-01 4 E 0 16121.7415 A 2015-02-12 Common Stock 726204 0 I See Footnotes Call Right (Obligation to Buy) 2016-04-01 4 E 0 726204 D 2015-02-12 Common Stock 726204 0 I See Footnotes Call Right (Obligation to Sell) 2016-04-01 4 E 0 28751.3742 A 2015-02-12 Common Stock 1295106 0 I See Footnotes Call Right (Obligation to Buy) 2016-04-01 4 E 0 1295106 D 2015-02-12 Common Stock 1295106 0 I See Footnotes Call Right (Obligation to Sell) 2016-04-01 4 E 0 17900 A 2015-02-12 Common Stock 806306 0 I See Footnotes Call Right (Obligation to Buy) 2016-04-01 4 E 0 806306 D 2015-02-12 Common Stock 806306 0 I See Footnotes On April 1, 2016, pursuant to transactions approved by the board of directors of Rentech, Inc. (the "Issuer"), the GSO Funds (as defined below) exchanged an aggregate of 100,000 Series E Convertible Preferred Stock, par value $10.00 per share (the "Series E Convertible Preferred Stock") of the Issuer held by them for an aggregate of 11,612,903 common units of CVR Partners, L.P. and $10,000,000 in cash pursuant to the terms of a certain Preferred Equity Exchange and Discharge Agreement dated as of April 1, 2016. Following such transactions, the Series E Convertible Preferred Stock is no longer outstanding and the Issuer's option to repurchase such securities is no longer exercisable. The number of shares of Common Stock, par value $0.01 per share (the "Common Stock") of the Issuer issuable upon conversion of Series E Convertible Preferred Stock was equal to the quotient of (i) the original issue price of $1,000 per share of each such share of Series E Preferred Stock divided by (ii) $22.20, subject to adjustments in the event of a stock split, stock or securities dividend, combination, recapitalization or certain other customary adjustments, with any fractional shares to be paid in cash. However, no more than an aggregate of 4,504,505 shares of Common Stock could be issued upon such conversion, subject to appropriate adjustment in the event of a stock split, stock dividend, combination or other similar recapitalization. The Series E Convertible Preferred Stock was convertible at any time, and had no expiration date. The shares of Common Stock underlying the Series E Convertible Preferred Stock and the $22.20 conversion price reflect the Issuer's 1:10 reverse stock split effective as of August 20, 2015. Pursuant to Amendment No. 1 to a certain Subscription Agreement, dated as of February 12, 2015, entered into by and among the Issuer, GSO Capital Partners LP and the GSO Funds, subject to certain conditions, any time after February 12, 2015, the Issuer had the right to purchase all, but not less than all, of the Series E Convertible Preferred Stock held by the GSO Funds in exchange for (a) $1,000 in cash per share of Series E Convertible Preferred Stock, plus any accrued and unpaid dividends thereon and (b) warrants exercisable for the number of shares of Common Stock equal to the number of shares of Common Stock into which such GSO Fund's Series E Convertible Preferred Stock was then convertible ("Repurchase Warrants"). If issued, the Repurchase Warrants would have had an exercise price equal to the conversion price of the Series E Convertible Preferred Stock, which was $22.20 per share. Reflects the shares of Common Stock underlying the Series E Convertible Preferred Stock relating to the call right. Reflects the shares of Common Stock underlying the Repurchase Warrants relating to the call right. GSO Cactus Credit Opportunities Fund LP directly holds these securities. Steamboat Credit Opportunities Master Fund LP directly holds these securities. GSO Coastline Credit Partners LP directly holds these securities. GSO Aiguille des Grands Montets Fund II LP directly holds these securities. GSO Palmetto Opportunistic Investment Partners LP directly holds these securities. GSO Palmetto Opportunistic Associates LLC is the general partner of GSO Palmetto Opportunistic Investment Partners LP. GSO Credit-A Partners LP directly holds these securities. GSO Credit-A Associates LLC is the general partner of GSO Credit-A Partners LP. GSO Special Situations Fund LP directly holds these securities. GSO Special Situations Overseas Master Fund Ltd directly holds these securities (GSO Special Situations Overseas Master Fund Ltd, together with GSO Cactus Credit Opportunities Fund LP, Steamboat Credit Opportunities Master Fund LP, GSO Coastline Credit Partners LP, GSO Aiguille des Grands Montets Fund II LP, GSO Palmetto Opportunistic Investment Partners LP, GSO Credit-A Partners LP and GSO Special Situations Fund LP, the "GSO Funds"). GSO Holdings I L.L.C. is the managing member of each of GSO Palmetto Opportunistic Associates LLC and GSO Credit-A Associates LLC. Blackstone Holdings II L.P. is a managing member of GSO Holdings I L.L.C. with respect to securities beneficially owned by GSO Palmetto Opportunistic Associates LLC and GSO Credit-A Associates LLC. GSO Capital Partners LP serves as the investment manager of each of GSO Cactus Credit Opportunities Fund LP, Steamboat Credit Opportunities Master Fund LP, GSO Coastline Credit Partners LP, GSO Aiguille des Grands Montets Fund II LP, GSO Special Situations Fund LP and GSO Special Situations Overseas Master Fund Ltd. GSO Advisor Holdings L.L.C. is the special limited partner of GSO Capital Partners LP with investment and voting power over the securities beneficially owned by GSO Capital Partners LP. Blackstone Holdings I L.P. is the sole member of GSO Advisor Holdings L.L.C. Blackstone Holdings I/II GP Inc. is the general partner of each of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. In addition, each of Bennett J. Goodman and J. Albert Smith III may be deemed to have shared voting power and/or investment power with respect to the securities held by the GSO Funds. Due to the limitations of the electronic filing system, GSO Cactus Credit Opportunities Fund LP, Steamboat Credit Opportunities Master Fund LP, GSO Coastline Credit Partners LP, GSO Aiguille des Grands Montets Fund II LP, GSO Palmetto Opportunistic Investment Partners LP, GSO Credit-A Partners LP, GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd, GSO Palmetto Opportunistic Associates LLC, GSO Credit-A Associates LLC, GSO Holdings I L.L.C., GSO Advisor Holdings L.L.C., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings I/II GP Inc., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman are filing separate Forms 4. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons (other than each of GSO Funds to the extent they directly hold securities reported herein), disclaims beneficial ownership of the securities held by each of the GSO Funds, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the GSO Funds to the extent they directly hold securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. GSO Capital Partners LP, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 2016-04-05 Bennett J. Goodman, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Attorney-in-Fact 2016-04-05 J. Albert Smith III, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Attorney-in-Fact 2016-04-05