Rentech Comments on Announcement by Engaged Capital and Lone Star
LOS ANGELES -- February 13, 2014
Rentech, Inc. (NASDAQ: RTK) today issued the following statement in response
to a press release issued by Engaged Capital, LLC (Engaged) and Lone Star
Value Management, LLC (Lone Star) on February 13, 2014.
Rentech is committed to having a highly qualified and experienced board. The
Company’s Nominating and Corporate Governance Committee (the Committee) has
commenced its annual process to evaluate nominees for Board seats, with the
goal of selecting and nominating the most qualified candidates. The Committee
is in the process of evaluating a number of candidates, including those
identified by Engaged and Lone Star. Engaged and Lone Star have refused to
participate in the Committee’s selection process. Following a number of
discussions between the Company and Engaged, on January 8, 2014, the Board
invited Glenn Welling of Engaged to a meeting with the Committee. Engaged
declined this invitation.
To complete its nominating process, the Committee will present its
recommendations to the full Board of Directors before the 2014 Annual Meeting
of Stockholders, which has not yet been scheduled. The Board will then
nominate candidates that it believes will best serve the interests of the
Company and all of its shareholders. The Company will provide details of the
Board's recommended nominees in its proxy statement and other related
materials, to be filed with the Securities and Exchange Commission, and mailed
to all stockholders eligible to vote at the 2014 Annual Meeting of
Rentech has also communicated with Engaged and Lone Star regarding their
request for an exemption under the Company’s Tax Benefit Preservation Plan,
including that Rentech and its outside tax advisors are in the process of
evaluating the request. This analysis has been complicated by recent changes
in relevant regulations.
Rentech is always open to constructive input from shareholders and continues
to actively communicate with its shareholders. Based on those active
dialogues, the Company is executing its announced strategy to expand the fibre
processing business and progress towards a potential IPO as a master limited
partnership based on the fibre business in less than two years. The Company
looks forward to communicating further with its shareholders over the coming
months about its plan and outlook, and will provide more detailed updates when
Rentech releases fourth quarter and full year 2013 financial results on March
No action by Rentech shareholders is required at this time.
Credit Suisse is acting as financial advisor to Rentech, and Latham & Watkins
LLP is acting as legal advisor.
About Rentech, Inc.
Rentech, Inc. (www.rentechinc.com) owns and operates wood fibre processing and
nitrogen fertilizer manufacturing businesses. The wood fibre processing
business consists of the provision of wood chipping services and the
manufacture and sale of wood chips, through a wholly-owned subsidiary, Fulghum
Fibres, Inc., and the development of wood pellet production facilities.
Rentech’s nitrogen fertilizer business consists of the manufacture and sale of
nitrogen fertilizer through its publicly-traded subsidiary, Rentech Nitrogen
Partners, L.P. (NYSE: RNF). Rentech also owns the intellectual property
including patents, pilot and demonstration data, and engineering designs for a
number of clean energy technologies designed to produce certified synthetic
fuels and renewable power when integrated with third-party technologies.
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
potential for substantial growth in our wood fibre business; the return
profile of such growth opportunities; the possibility of a MLP IPO for that
business in less than two years; and the impact of investments in our
fertilizer business. 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 (“SEC”), 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.
Additional Information and Where You Can Find It
Rentech, its directors and certain of its executive officers may be deemed to
be participants in the solicitation of proxies from shareholders in connection
with its annual meeting of shareholders to be held in 2014 (the “2014 Annual
Meeting”). Rentech plans to file a proxy statement and white proxy card with
the SEC in connection with the solicitation of proxies for the 2014 Annual
Meeting (the “2014 Proxy Statement”). Additional information regarding the
identity of these potential participants and their direct or indirect
interests, by security holdings or otherwise, will be set forth in the 2014
Proxy Statement and other materials to be filed with the SEC in connection
with the 2014 Meeting. This information can also be found in Rentech’s
definitive proxy statement for its annual meeting of shareholders held in
2013, filed with the SEC on April 30, 2013 (the “2013 Proxy Statement”). To
the extent holdings of Rentech’s common stock have changed since the amounts
printed in the 2013 Proxy Statement, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
SHAREHOLDERS ARE URGED TO READ THE 2014 PROXY STATEMENT AND WHITE PROXY CARD
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), 2013 PROXY STATEMENT AND
ANY OTHER RELEVANT DOCUMENTS THAT RENTECH HAS FILED OR WILL FILE WITH THE SEC
BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Shareholders will be able to obtain, free of charge, copies of the 2014 Proxy
Statement (when available), 2013 Proxy Statement and any other documents filed
or to be filed by Rentech with the SEC in connection with the 2013 Meeting at
the SEC’s website (http://www.sec.gov).
Julie Dawoodjee Cafarella
Vice President of Investor Relations and Communications
MacKenzie Partners, Inc.
Sard Verbinnen & Co
John Christiansen/Megan Bouchier
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