![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Rentech, Inc. | NASDAQ:RTK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.20 | 0.195 | 0.205 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
þ Filed by the Registrant | ¨ Filed by a Party other than the Registrant |
Check the appropriate box: | ||
þ | Preliminary Proxy Statement | |
¨ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) | |
¨ | Definitive Proxy Statement | |
¨ | Definitive Additional Materials | |
¨ | Soliciting Material Pursuant to §240.14a-12 |
RENTECH, INC.
(Name of Registrant as Specified In Its Chapter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): | ||
þ | No fee required.
| |
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
| |
(1) Title of each class of securities to which transaction applies:
| ||
(2) Aggregate number of securities to which transaction applies:
| ||
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| ||
(4) Proposed maximum aggregate value of transaction.
| ||
(5) Total fee paid:
| ||
¨ | Fee paid previously with preliminary materials.
| |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| |
(1) Amount Previously Paid:
| ||
(2) Form, Schedule or Registration Statement No.:
| ||
(3) Filing Party:
| ||
(4) Date Filed:
|
May [ ], 2015
Dear Shareholder:
We are pleased to invite you to the 2015 Annual Meeting of Shareholders of Rentech, Inc., to be held on June 17, 2015, at 8:30 a.m., Pacific Time, at the Sheraton Gateway Los Angeles Hotel, 6101 W. Century Boulevard, Los Angeles, California 90045.
The matters to be considered and voted upon at the Annual Meeting are described in the Notice of Annual Meeting of Shareholders and the Proxy Statement that accompany this letter.
As permitted by the rules of the Securities and Exchange Commission, we are also pleased to provide access to our 2015 Annual Meeting materials, which include the accompanying Proxy Statement and our 2014 Annual Report on Form 10-K, over the Internet in lieu of mailing printed copies. On or about May [ ], 2015, we will begin mailing to our shareholders of record as of the close of business on April 21, 2015 a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the 2015 Annual Meeting materials over the Internet and vote online. Internet distribution of our proxy materials expedites receipt by shareholders, lowers the cost of the annual meeting, and conserves natural resources. However, if you would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.
It is very important that your shares be represented and voted at the Annual Meeting. Please read the attached Proxy Statement and vote your shares as soon as possible.
Thank you for your continued support of Rentech.
Keith B. Forman
Chief Executive Officer and President
RENTECH, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 17, 2015
You are cordially invited to attend the annual meeting of shareholders of Rentech, Inc.
Time and Date: |
8:30 a.m. PDT on June 17, 2015. Check-in will begin at 7:30 a.m. PDT and you should allow ample time for the check-in procedures. | |
Place: |
Sheraton Gateway Los Angeles Hotel, 6101 W. Century Boulevard, Los Angeles, California 90045 | |
Items of Business: |
(1) To elect two directors for terms of three years each; | |
(2) To approve an amendment to the Tax Benefit Preservation Plan in order to extend the expiration date of the rights granted thereunder; | ||
(3) To approve an amendment to Rentechs Amended and Restated Articles of Incorporation (the Articles) to effect a reverse stock split (the Reverse Stock Split Proposal); | ||
(4) In the event the shareholders approve the Reverse Stock Split Proposal, to approve an amendment to the Articles to decrease the number of authorized shares of Companys common stock; | ||
(5) To ratify the selection of PricewaterhouseCoopers LLP as Rentechs independent registered public accounting firm; and | ||
(6) To transact such other business as may properly come before the meeting or any adjournments or postponements of the meeting. | ||
Adjournments and Postponements: |
Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed. | |
Record Date: |
You are entitled to vote only if you were a Rentech shareholder as of the close of business on April 21, 2015 (the Record Date). | |
Meeting Admission: |
You are entitled to attend the annual meeting only if you were a Rentech shareholder as of the close of business on the Record Date or hold a valid proxy for the annual meeting, or are a guest of the Company. You should be prepared to present photo identification for admittance. If you are a registered shareholder, an admission ticket is attached to your proxy card. Please detach and bring the admission ticket with you to the meeting. Shareholders who do not present admission tickets at the meeting will be admitted only upon verification of ownership. If your shares are held in the name of your broker, bank, or other nominee, you must bring to the meeting an account statement or letter from the nominee indicating that you beneficially owned the shares on the Record Date for voting. Persons acting as proxies must bring a valid proxy from a record holder who owns shares as of the close of business on the Record Date. If you do not provide photo identification and comply with the other procedures outlined above, you will not be admitted to the annual meeting. | |
Internet Access to Proxy Materials: |
Under rules adopted by the Securities and Exchange Commission, we are providing access to our 2015 Annual Meeting materials, which include the accompanying Proxy Statement and our 2014 Annual Report on Form 10-K, over the Internet in lieu of mailing printed copies. We will begin mailing, on or about May [ ], 2015, a Notice of Internet Availability of Proxy Materials (which is different than this Notice of Annual Meeting of Shareholders) to our shareholders of record as of the Record Date. The Notice of Internet Availability of Proxy Materials will contain instructions on how to access and review the 2015 Annual Meeting materials over the Internet and vote online. The Notice of Internet Availability of Proxy Materials also will contain instructions on how you can request a printed copy of the 2015 Annual Meeting materials, including a proxy card. | |
Voting: |
Your vote is very important. Whether or not you plan to attend the annual meeting, we hope you will vote as soon as possible. You may vote your shares via a toll-free telephone number or over the Internet. If you received a paper copy of a proxy or voting instruction card by mail, you may submit your proxy or voting instruction card for the annual meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided. Votes submitted through the Internet or by telephone must be received by 11:59 p.m. Eastern Time on June 16, 2015. Internet and telephone voting are available 24 hours per day. If you vote via Internet or telephone, you do not need to return a proxy card. You are invited to attend the meeting; however, to ensure your representation at the meeting, you are urged to vote via the Internet or telephone, or mark, sign, date, and return the enclosed proxy card as promptly as possible in the postage-prepaid envelope enclosed for that purpose. Any shareholder of record attending the meeting may vote in person even if he or she has voted via the Internet or telephone, or returned a proxy card. |
Los Angeles, California
Date: May [ ], 2015
By Order of the Board of Directors,
Colin M. Morris
Secretary
Page | ||||
1 | ||||
6 | ||||
Information Regarding Directors Elected by the Holders of Common Stock |
6 | |||
7 | ||||
Information Regarding Directors Elected by the Holders of Series E Preferred Stock |
9 | |||
10 | ||||
Security Ownership of Certain Beneficial Owners and Management |
12 | |||
14 | ||||
14 | ||||
14 | ||||
14 | ||||
15 | ||||
16 | ||||
27 | ||||
28 | ||||
29 | ||||
29 | ||||
30 | ||||
31 | ||||
32 | ||||
33 | ||||
38 | ||||
38 | ||||
39 | ||||
39 | ||||
40 | ||||
40 | ||||
Nominating and Corporate Governance Committee and Shareholder Communications |
41 | |||
42 | ||||
42 | ||||
42 | ||||
42 | ||||
44 | ||||
44 | ||||
44 | ||||
46 | ||||
Certain Considerations Related to the Adoption of the Plan Amendment |
46 | |||
47 | ||||
47 | ||||
48 | ||||
48 | ||||
49 | ||||
Effect of the Reverse Stock Split on Holders of Outstanding Common Stock |
49 | |||
51 | ||||
51 | ||||
Material U.S. Federal Income Tax Consequences of the Reverse Stock Split |
51 | |||
53 | ||||
53 | ||||
53 |
Page | ||||
54 | ||||
54 | ||||
54 | ||||
55 | ||||
55 | ||||
55 | ||||
56 | ||||
56 | ||||
56 | ||||
56 | ||||
57 | ||||
A-1 | ||||
B-1 | ||||
ANNEX C Proposed Articles of AmendmentReverse Stock Split |
C-1 | |||
ANNEX D Proposed Articles of AmendmentAuthorized Share Amendment |
D-1 |
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 17, 2015 |
RENTECH, INC.
10877 Wilshire Blvd., 10th Floor
Los Angeles, California 90024
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 17, 2015
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING
RENTECH, INC. ï 2015 Proxy Statement 1
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 17, 2015 |
2 RENTECH, INC. ï 2015 Proxy Statement
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 17, 2015 |
RENTECH, INC. ï 2015 Proxy Statement 3
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 17, 2015 |
4 RENTECH, INC. ï 2015 Proxy Statement
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 17, 2015 |
RENTECH, INC. ï 2015 Proxy Statement 5
PROXY ITEM 1 ELECTION OF DIRECTORS |
(Proxy Item 1)
There are currently nine positions on the Board. The holders of the Common Stock are currently entitled to elect seven directors (the Common Stock Directors) and the holders of the Series E Preferred Stock are currently entitled to elect two directors (the Series E Directors). The Board currently is divided into three classes, one of which currently consists of two director positions, one of which currently consists of three director positions and one of which currently consists of four director positions. The Common Stock Directors in each class are elected for three years and until the election and qualification of their successors. The Series E Directors serve until the sooner of their resignation or removal by the holders of the Series E Preferred Stock.
Information Regarding Directors Elected by the Holders of Common Stock.
Messrs. Keith B. Forman and Halbert S. Washburn have been nominated for election as directors for a term of three years each and until their successors have qualified and are elected. Mr. Forman is presently a member of the Board, having been appointed to the Board on December 9, 2014 to fill the vacancy created by the resignation of Mr. D. Hunt Ramsbottom. Mr. Washburn is presently a member of the Board and was elected at the 2012 annual meeting of shareholders. All other members of the Board will continue in office until the expiration of their respective terms at the 2016 or 2017 annual meetings of shareholders.
If your vote is properly submitted, it will be voted for the election of the nominees named above, unless contrary instructions are specified. Each nominee has consented to serve if elected. Although the Board has no reason to believe that any of the nominees will be unable to serve as a director, should that occur, the persons appointed as proxies in the accompanying proxy card will vote, unless the number of nominees or directors is reduced by the Board, for such other nominee or nominees as the Nominating and Corporate Governance Committee of the Board may propose and the Board approves.
Information Regarding Nominees for Election:
6 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 1 ELECTION OF DIRECTORS |
THE BOARD RECOMMENDS A VOTE FOR ELECTION OF THE BOARDS NOMINEES LISTED ABOVE.
Information Regarding Continuing Common Stock Directors with Terms Expiring in 2016:
RENTECH, INC. ï 2015 Proxy Statement 7
PROXY ITEM 1 ELECTION OF DIRECTORS |
Information Regarding Continuing Common Stock Directors with Terms Expiring in 2017:
8 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 1 ELECTION OF DIRECTORS |
Information Regarding Directors Elected by the Holders of Series E Preferred Stock.
Issuance of Series E Preferred Stock; Board Designation Rights
RENTECH, INC. ï 2015 Proxy Statement 9
PROXY ITEM 1 ELECTION OF DIRECTORS |
Information Regarding Series E Directors Designated to the 2016 Class of Directors:
Patrick J. Moore was previously designated a Series E Director designated to the 2016 Class of Directors. Mr. Moore resigned from the Board as a Series E Director effective April 13, 2015, and his position currently remains vacant.
Information Regarding Series E Directors Designated to the 2017 Class of Directors:
Information concerning the business experience of Mr. Forman, who serves as our President and Chief Executive Officer, is provided above.
10 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 1 ELECTION OF DIRECTORS |
RENTECH, INC. ï 2015 Proxy Statement 11
PROXY ITEM 1 ELECTION OF DIRECTORS |
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding beneficial ownership of our Common Stock (i) as of December 31, 2014, by all owners of record or those who are known to us to beneficially own more than 5% of the issued and outstanding shares of our Common Stock, (ii) as of April 2, 2015, by each current director and named executive officer, or NEO, identified in the tables under the Compensation Discussion and Analysis section below, and (iii) as of April 2, 2015, by all current executive officers and directors as a group:
Directors and Named Executive Officers (1)(2)(3) Listed in alphabetical order |
Amount and Nature of Beneficially Ownership (4) |
Percentage of Class (5) |
||||||
Michael S. Burke |
409,625 | * | ||||||
General Wesley K. Clark |
221,977 | * | ||||||
Dan J. Cohrs |
1,300,265 | * | ||||||
Sean Ebnet |
253,055 | * | ||||||
Keith B. Forman |
| * | ||||||
Colin M. Morris |
818,134 | * | ||||||
Douglas I. Ostrover |
| * | ||||||
D. Hunt Ramsbottom (6) |
2,716,969 | 1.2 | ||||||
Ronald M. Sega |
396,327 | * | ||||||
Jeffrey R. Spain |
321,350 | * | ||||||
Edward M. Stern |
453,518 | * | ||||||
Halbert S. Washburn |
468,328 | * | ||||||
John A. Williams |
82,222 | * | ||||||
All directors and executive officers as a group (13 persons) |
4,717,982 | 2.0 |
Beneficial Owners of More than 5% |
Amount and Nature of Beneficially Ownership |
Percentage of Class |
||||||
Funds affiliated with GSO Capital Partners LP (7) |
45,045,045 | 16.4 | ||||||
Ariel Investments, LLC (8) |
18,857,659 | 8.2 | ||||||
Overbrook Management Corporation (9) |
17,472,805 | 7.6 | ||||||
Park West Asset Management, LLC (10) |
15,496,065 | 6.8 | ||||||
The Vanguard Group (11) |
13,625,485 | 5.9 |
* | Less than 1% |
(1) | Except as otherwise noted and subject to applicable community property laws, each shareholder has sole or shared voting and investment power with respect to the shares beneficially owned. The business address of each director and executive officer is c/o Rentech, Inc., 10877 Wilshire Blvd., 10th Floor, Los Angeles, CA 90024. |
(2) | If a person has the right to acquire shares of Common Stock subject to options, time-vesting restricted stock units, or RSUs, or other convertible or exercisable securities within 60 days of April 2, 2015, then such shares (including certain RSUs that are fully vested but will not be yet paid out until the earlier of the recipients termination and three years from the applicable award date, subject to any required payment delays arising under applicable tax laws) are deemed outstanding for purposes of computing the percentage ownership of that person, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. The following shares of Common Stock that may be acquired within 60 days of April 2, 2015 and are included in the table above: |
| Michael S. Burke 44,616 under options; |
| General Wesley K. Clark 21,501 under options; |
| Dan J. Cohrs 442,687 under options; |
| Sean Ebnet 66,667 under options; |
| Colin M. Morris 257,706 under options; |
| Ronald M. Sega 44,616 under options; |
| Jeffrey R. Spain 80,632 under options; |
| Edward M. Stern 21,501 under options; |
| Halbert S. Washburn 44,616 under options; |
| John A. Williams 28,490; and |
| all directors and executive officers as a group 1,053,032. |
(3) | The Security Ownership table above does not include the following: |
(A) Performance-vesting restricted stock units, or PSUs, granted during the year ended December 31, 2014 and held by our NEOs that vest over a four year period based on the level of total shareholder return over such period (the numbers below represent the target number of PSUs that may be issued to the NEOs): |
| Dan J. Cohrs 300,297 PSUs; |
| Sean Ebnet 225,130 PSUs; |
| Keith B. Forman 1,008,265 PSUs; |
12 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 1 ELECTION OF DIRECTORS |
| Colin M. Morris 184,798 PSUs; and |
| Jeffrey R. Spain 70,664 PSUs. |
PSUs, granted prior to January 1, 2014 and held by our NEOs that vest over a three year period based on the level of total shareholder return over such period (the numbers below represent the target number of PSUs that may be issued to the NEOs): |
| Dan J. Cohrs 442,603 PSUs; |
| Sean Ebnet 170,213 PSUs; |
| Colin M. Morris 286,418 PSUs; and |
| Jeffrey R. Spain 67,263 PSUs. |
(B) unvested RSUs and/or options that will vest assuming the continued employment of the officer or director beyond each applicable vesting date: |
| Michael S. Burke 16,474 RSUs; |
| General Wesley K. Clark 14,731 RSUs; |
| Dan J. Cohrs 62,459 RSUs; |
| Sean Ebnet 230,539 RSUs; |
| Keith B. Forman 1,102,491 under options; |
| Colin M. Morris 39,330 RSUs; |
| Ronald M. Sega 14,980 RSUs; |
| Jeffrey R. Spain 36,348 RSUs; |
| Edward M. Stern 16,972 RSUs; |
| Halbert S. Washburn 17,969 RSUs; and |
| John A. Williams 15,229 RSUs. |
(4) | Information with respect to beneficial ownership is based upon information furnished by each shareholder or contained in filings with the SEC. |
(5) | Based on 229,427,356 shares of Common Stock outstanding as of April 2, 2015. |
(6) | As of December 15, 2014, Mr. Ramsbottoms last day of employment with Rentech. |
(7) | Based on information in a Schedule 13D filed with the SEC on February 25, 2015 by GSO Cactus Credit Opportunities Fund LP (GSO Cactus), Steamboat Credit Opportunities Master Fund LP (Steamboat), GSO Coastline Credit Partners LP (GSO Coastline), GSO Aiguille des Grands Montets Fund II LP (GSO Aiguille), GSO Special Situations Fund LP (GSO SSF), GSO Special Situations Overseas Master Fund Ltd. (GSO SSOMF), GSO Palmetto Opportunistic Investment Partners LP (GSO Palmetto), GSO Credit A-Partners LP, (GSO Credit), GSO Palmetto Opportunistic Associates LLC (GSO Palmetto OA), GSO Credit-A Associates LLC (GSO Credit-A), GSO Holdings I L.L.C. (GSO Holdings I), GSO Capital Partners LP (GSO Capital Partners LP), Bennett J. Goodman, J. Albert Smith III, Douglas I. Ostrover, Stephen A. Schwarzman, GSO Advisor Holdings L.L.C. (GSO Advisor), Blackstone Holdings I L.P. (Blackstone Holdings I), Blackstone Holdings I/II GP Inc. (Blackstone Holdings I/II), The Blackstone Group L.P. (Blackstone Group L.P.) and Blackstone Group Management L.L.C. (Blackstone Group LLC) (together, the GSO Persons). GSO Cactus directly holds 9,885.3043 shares of Series E Preferred Stock convertible into approximately 4,452,839 shares of Common Stock, Steamboat directly holds 3,840.2958 shares of Series E Preferred Stock convertible into approximately 1,729,862 shares of Common Stock, GSO Coastline directly holds 3,843.1304 shares of Series E Preferred Stock convertible into approximately 1,731,139 shares of Common Stock, GSO Aiguille directly holds 12,991.4871 shares of Series E Preferred Stock convertible into approximately 5,852,021 shares of Common Stock, GSO Palmetto directly holds 6,666.6667 shares of Series E Preferred Stock convertible into approximately 3,003,003 shares of Common Stock, GSO Credit directly holds 16,121.7415 shares of Series E Preferred Stock convertible into approximately 7,262,045 shares of Common Stock, GSO SSF directly holds 28,751.3742 shares of Series E Preferred Stock convertible into approximately 12,951,069 shares of Common Stock and GSO SSOMF directly holds 17,900.0000 shares of Series E Preferred Stock convertible into approximately 8,063,063 shares of Common Stock. GSO Palmetto OA is the general partner of GSO Palmetto. GSO Credit-A is the general partner of GSO Credit. GSO Holdings I is the managing member of each of GSO Palmetto OA and GSO Credit-A. GSO Capital Partners LP serves as the investment manager of each of GSO Cactus, Steamboat, GSO Coastline, GSO Aiguille, GSO SSF and GSO SSOMF. GSO Advisor is the general partner of GSO Capital Partners LP. Blackstone Holdings I is the sole member of each of GSO Holdings I and GSO Advisor. Blackstone Holdings I/II is the general partner of Blackstone Holdings I. Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II. Blackstone Group LLC is the general partner of Blackstone Group L.P. Blackstone Group LLC is wholly owned by its senior managing directors and controlled by its founder, Stephen A. Schwarzman. In addition, each of Bennett J. Goodman, J. Albert Smith III and Douglas I. Ostrover may be deemed to have shared voting power and/or investment power with respect to the securities held by the GSO Funds. Each of such GSO Persons (other than each of GSO Cactus, Steamboat, GSO Coastline, GSO Aiguille, GSO Palmetto, GSO Credit, GSO SSF and GSO SSOMF (together, the GSO Partnerships) to the extent of their respective direct holdings) may be deemed to beneficially own the shares beneficially owned by the GSO Partnerships directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such shares. The principal business office for GSO Capital Partners LP and affiliates is 345 Park Avenue, New York, New York 10154. |
(8) | Based on information in a Schedule 13G filed by Ariel Investments, LLC, or Ariel, with the SEC on February 13, 2015 for its holdings as of December 31, 2014, Ariel reported that it held 18,857,659 shares of Common Stock, of which it had the sole power to vote 12,962,861 shares, and the sole power to dispose of all 18,857,659 of its shares. Ariel subsequently filed a Schedule 13G/A with the SEC on April 10, 2015, reporting that it held 22,976,844 shares of Common Stock as of March 31, 2015, of which it has sole power to vote 15,959,546 shares and sole power to dispose of all 22,976,844 of its shares. Ariels principal business office address is 200 East Randolph Drive, Suite 2900, Chicago, IL 60601 |
(9) | Based on information in a Schedule 13G filed by Overbrook Management Corporation, or Overbrook, and its principals with the SEC on February 12, 2015 for its holdings as of December 31, 2014. Overbrook and its principals reported that they were beneficial owners of 16,537,386 shares, with no sole power to vote or sell the shares, but shared voting power and power to dispose. Overbrooks principal Andrew Goffe reported beneficial ownership of 17,472,805 with sole voting power and power to dispose 935,419 shares. Overbrooks principal business office address is 122 East 42nd Street, Suite 2500, New York, New York 10168. |
(10) | Based on information in a Schedule 13G filed by Park West Asset Management, LLC and its managed funds, or Park West, with the SEC on February 17, 2014 for its holdings as of December 31, 2014, Park West reported that it has sole power to vote and dispose of all 15,496,065 shares. Park Wests principal business office address is 900 Larkspur Landing Circle, Suite 165, Larkspur, CA 94939. |
(11) | Based on information in a Schedule 13G filed by The Vanguard Group, or Vanguard, with the SEC on February 10, 2015 for its holdings as of December 31, 2014, Vanguard reported that it has sole power to vote 293,515 shares, and that it has the sole power to dispose of 13,345,870 of its shares and the shared power to dispose of 279,615 of its shares. Vanguards principal business office address is 100 Vanguard Blvd., Malvem, PA 19355. |
RENTECH, INC. ï 2015 Proxy Statement 13
PROXY ITEM 1 ELECTION OF DIRECTORS |
Equity Compensation Plan Information
The following table provides information as of March 31, 2015 with respect to our compensation plans, including individual compensation arrangements, under which our equity securities are authorized for issuance.
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |
Weighted-average exercise price of outstanding options, warrants and rights (b) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
|||||||||
Equity compensation plans approved by security holders |
11,111,202 | $ | 0.43 | 12,021,797 | ||||||||
Equity compensation plans not approved by security holders |
3,119,000 | $ | 0.44 | | ||||||||
Total |
14,230,202 | $ | 0.43 | 12,021,797 |
The equity securities issued as compensation under shareholder approved compensation plans consist of stock options, RSUs and performance shares. The equity securities issued as compensation without shareholder approval consist of stock options, RSUs and PSUs. The stock options have exercise prices equal to the fair market value of our Common Stock, as reported by the NYSE MKT (prior to August 13, 2013) or the NASDAQ Stock Market (on or after August 13, 2013), as of the date the securities were granted. The options may be exercised for a term ranging from five to ten years after the date they were granted.
Ownership of Common Units of RNP
Section 16(a) Beneficial Ownership Reporting Compliance
Meetings and Committees of the Board
14 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 1 ELECTION OF DIRECTORS |
Board Leadership and Role in Risk Oversight
RENTECH, INC. ï 2015 Proxy Statement 15
PROXY ITEM 1 ELECTION OF DIRECTORS |
Compensation Discussion and Analysis
Executive Summary
This Compensation Discussion and Analysis provides an overview and analysis of our executive compensation program during the fiscal year ended December 31, 2014, or 2014, for our named executive officers, or NEOs. Pay-for-performance is paramount in our executive compensation program, and total compensation for our named executive officers was materially lower in 2014 than 2013 as a result of the Companys 2014 performance compared to the Companys 2013 performance (and decreases in our share price from 2013 to 2014). In addition, our executive compensation program resulted in significantly lower bonus awards than in prior years and none of the performance based equity vested due to poor stock price performance. Our executive compensation program is designed to align executive pay with individual performance on both short- and long-term bases; to link executive pay to specific, measurable financial, operational and development achievements intended to create value for shareholders; and to utilize compensation as a tool to attract and retain the high-caliber executives that are critical to our long-term success. The NEO compensation program in 2014 emphasized performance equity compensation, particularly as compared to other companies in our peer group (as discussed below). This was particularly true for our new Chief Executive Officer (CEO), who was hired near the end of 2014 and who was granted equity incentive compensation that has a substantial majority of its value contingent on increasing total shareholder return (TSR) over a period of up to four years following the grant date. Further, a majority of the equity compensation provided was contingent on achieving TSR over the next three years, with such contingent equity awards forfeited if our TSR, as determined by reference to the sum of our stock price increase and dividends over such period, does not equal or exceed a minimum of 50% during the three-year period.
16 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 1 ELECTION OF DIRECTORS |
RENTECH, INC. ï 2015 Proxy Statement 17
PROXY ITEM 1 ELECTION OF DIRECTORS |
![]() |
![]() |
1 | RSUs refer to time-vesting RSUs, and PSUs refer to performance-vesting RSUs, as described below. Equity measures are based on grant date values as set forth in the Grants of Plan-Based Awards table below. |
Elements of Compensation
The following table sets forth the key elements of our NEOs compensation, along with the primary objectives associated with each element of compensation:
Compensation Element | Primary Objective | |
Base salary |
To recognize performance of job responsibilities, provide stable income and attract and retain experienced individuals with superior talent. | |
Annual incentive compensation |
To promote achievement of short-term performance objectives and reward individual contributions to their completion. | |
Long-term equity incentive awards |
To encourage decision-making keyed to long-term performance, align the interests of our NEOs with the interests of our shareholders, encourage the maximization of shareholder value and retain key executives. | |
Severance and change in control benefits |
To encourage the continued attention and dedication of our NEOs and provide reasonable individual security to enable our NEOs to focus on our best interests, particularly when considering strategic alternatives. | |
Retirement savings (401(k) plan) |
To provide an opportunity for tax-efficient savings and matching contributions by us. | |
Other elements of compensation and perquisites |
To attract and retain talented executives in a cost-efficient manner by providing benefits with perceived values that exceed their cost. |
18 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 1 ELECTION OF DIRECTORS |
RENTECH, INC. ï 2015 Proxy Statement 19
PROXY ITEM 1 ELECTION OF DIRECTORS |
20 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 1 ELECTION OF DIRECTORS |
The annual base salary rates for our NEOs during fiscal year 2014 are set forth in the following table:
Name | Base Salary ($) | |||
Keith B. Forman |
200,000 | |||
D. Hunt Ramsbottom |
650,000 | |||
Dan J. Cohrs |
464,000 | |||
Sean Ebnet |
295,000 | |||
Colin M. Morris |
315,000 | |||
Jeffrey R. Spain |
291,346 |
Annual Incentive Compensation
RENTECH, INC. ï 2015 Proxy Statement 21
PROXY ITEM 1 ELECTION OF DIRECTORS |
22 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 1 ELECTION OF DIRECTORS |
RENTECH, INC. ï 2015 Proxy Statement 23
PROXY ITEM 1 ELECTION OF DIRECTORS |
24 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 1 ELECTION OF DIRECTORS |
TSR at Measurement Date | Percent of Target PSUs Earned and Vested | |
TSR increase is less than 50%: |
Zero PSUs | |
TSR increase equals or exceeds 50%: |
50% of Target PSUs | |
TSR increase equals or exceeds 100%: |
100% of Target PSUs | |
TSR increase equals or exceeds 200%: |
200% of Target PSUs |
RENTECH, INC. ï 2015 Proxy Statement 25
PROXY ITEM 1 ELECTION OF DIRECTORS |
2014 Awards Table
Name | Restricted Stock Units |
Performance Units (1) |
Stock Options |
Partnership Phantom Units |
||||||||||||
Keith B. Forman |
| 1,008,265 | 1,102,491 | | ||||||||||||
D. Hunt Ramsbottom |
| | | | ||||||||||||
Dan J. Cohrs |
| 300,297 | | 7,554 | ||||||||||||
Sean Ebnet |
| 225,130 | | | ||||||||||||
Colin Morris |
| 184,798 | | 4,648 | ||||||||||||
Jeffrey R. Spain |
| 70,664 | | 1,877 |
(1) | Performance stock units reflect target amounts. |
The table below sets forth the grant date fair values of the 2014 equity awards that we and RNP granted to our NEOs during 2014.
Grant Date Fair Value | ||||||||||||||||||||
Name | Restricted Stock Units |
Performance Stock Units |
Stock Options |
Partnership Phantom Units |
Total | |||||||||||||||
Keith B. Forman |
$ | | $ | 1,260,331 | $ | 582,115 | $ | | $ | 1,842,446 | ||||||||||
D. Hunt Ramsbottom |
$ | | $ | | $ | | $ | | $ | | ||||||||||
Dan J. Cohrs |
$ | | $ | 366,362 | $ | | $ | 74,331 | $ | 440,694 | ||||||||||
Sean Ebnet |
$ | | $ | 274,659 | $ | | $ | | $ | 274,659 | ||||||||||
Colin Morris |
$ | | $ | 225,454 | $ | | $ | 45,736 | $ | 271,190 | ||||||||||
Jeffrey R. Spain |
$ | | $ | 86,210 | $ | | $ | 18,470 | $ | 104,680 |
Employment Contracts; Severance Benefits
Benefits and Perquisites
26 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 1 ELECTION OF DIRECTORS |
Tax and Accounting Considerations
Section 162(m) of the Internal Revenue Code
Section 280G of the Internal Revenue Code
Section 409A of the Internal Revenue Code
RENTECH, INC. ï 2015 Proxy Statement 27
PROXY ITEM 1 ELECTION OF DIRECTORS |
Accounting for Stock-Based Compensation
The Role of Our Shareholder Say-on-Pay Vote
Compensation Committee Report
28 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 1 ELECTION OF DIRECTORS |
The following table summarizes the compensation for the calendar years ended December 31, 2014, 2013 and 2012 for each of our NEOs.
Name and Principal Position |
Year | Salary ($) |
Bonus ($) |
Stock Awards ($) (1) |
Option Awards ($) (2) |
Non-Equity Incentive Plan Compensation ($) (3) |
All Other Compensation ($) (4) |
Total ($) |
||||||||||||||||||||||||
Keith B. Forman, |
2014 | $ | 11,538 | $ | | $ | 1,260,331 | $ | 582,115 | $ | | $ | | $ | 1,853,984 | |||||||||||||||||
Chief Executive Officer (5) |
||||||||||||||||||||||||||||||||
D. Hunt Ramsbottom, |
2014 | $ | 646,154 | $ | | $ | | $ | | $ | | $ | 57,269 | $ | 703,423 | |||||||||||||||||
Chief Executive Officer (6)(7) |
2013 | $ | 550,000 | $ | | $ | 1,218,717 | $ | | $ | 440,000 | $ | 265,074 | $ | 2,473,791 | |||||||||||||||||
2012 | $ | 497,200 | $ | | $ | 1,398,708 | $ | | $ | 932,250 | $ | 287,271 | $ | 3,115,429 | ||||||||||||||||||
Dan J. Cohrs, |
2014 | $ | 463,462 | $ | | $ | 440,694 | $ | | $ | 41,760 | $ | 50,233 | $ | 996,149 | |||||||||||||||||
Chief Financial Officer (7) |
2013 | $ | 450,000 | $ | | $ | 660,145 | $ | | $ | 216,000 | $ | 169,549 | $ | 1,495,694 | |||||||||||||||||
2012 | $ | 426,575 | $ | | $ | 599,444 | $ | | $ | 479,897 | $ | 201,171 | $ | 1,707,087 | ||||||||||||||||||
Sean Ebnet, |
2014 | $ | 294,423 | $ | | $ | 274,659 | $ | | $ | 22,125 | $ | 74,771 | $ | 665,978 | |||||||||||||||||
SVP, Wood Fibre |
2013 | $ | 266,250 | $ | 30,000 | $ | 856,240 | $ | | $ | 106,960 | $ | 72,816 | $ | 1,332,266 | |||||||||||||||||
Colin M. Morris, |
2014 | $ | 314,423 | $ | | $ | 271,190 | $ | | $ | 23,625 | $ | 52,103 | $ | 661,341 | |||||||||||||||||
SVP, General Counsel (7) |
2013 | $ | 300,000 | $ | | $ | 406,233 | $ | | $ | 120,000 | $ | 114,228 | $ | 940,461 | |||||||||||||||||
2012 | $ | 288,030 | $ | | $ | 419,611 | $ | | $ | 270,028 | $ | 151,555 | $ | 1,129,224 | ||||||||||||||||||
Jeffrey R. Spain, |
2014 | $ | 290,941 | $ | | $ | 104,680 | $ | | $ | 17,481 | $ | 25,484 | $ | 438,586 | |||||||||||||||||
Senior Vice President, Finance, Accounting & Administration of Wood Fibre |
(1) | Amounts disclosed for 2014 reflect the aggregate grant date fair value of the 2014 PSUs granted to our NEOs and, with respect to Messrs. Cohrs, Morris and Spain, the grant date fair value of 2014 RNP phantom units. All equity award values described in this Note have been calculated in accordance with ASC Topic 718, except for RNP phantom units calculated in accordance with ASC Topic 505. There can be no assurance that awards will vest or that the value upon vesting will approximate the aggregate grant date fair value determined under ASC Topic 718 or ASC Topic 505. We provide information regarding the assumptions used to calculate the value of all of our stock awards made to executive officers in Note 18 to our consolidated financial statements included in Part IIItem 8 Financial Statements and Supplementary Data in our Annual Report. RNP provides information regarding the assumptions used to calculate the value of all RNP unit awards made to executive officers in Note 12 to its consolidated financial statements included in Part IIItem 8 Financial Statements and Supplementary Data in the RNP Annual Report. |
(2) | Mr. Forman received 2014 stock options with full grant-date fair values of $582,115, the value of which has been computed in accordance with ASC Topic 718. There can be no assurance that awards will vest or that the value upon vesting will approximate the aggregate grant date fair value determined under ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all of our options granted to executive officers in Note 18 to our consolidated financial statements included in the RTK Annual Report. |
(3) | Each of our NEOs (excluding Mr. Forman) participated in our annual incentive program during 2014 and received an annual incentive award based on the achievement of certain financial and other performance criteria and determined by reference to target bonuses set forth in their respective employment agreements. Messrs. Cohrs, Ebnet, Morris and Spain received 2014 annual incentive payments equal to approximately 15% of their respective target bonuses (or 9%, 8%, 8% and 6% of their respective base salaries). Mr. Ramsbottom, whose employment ceased in December 2014, was not eligible to receive an annual incentive payment for 2014. For additional information, please see Annual Incentive Compensation above. |
(4) | Amounts under the All Other Compensation column for the year ended December 31, 2014 consist of (i) 401(k) matching contributions of $8,791, $10,344, $11,289, $10,789 and $10,385 for Messrs. Ramsbottom, Cohrs, Ebnet, Morris and Spain, respectively; (ii) perquisites consisting of company-paid auto allowances, company-paid health evaluations, long-term disability and supplemental life insurance, housing allowance and financial and tax planning benefits; and (iii) payments made to Messrs. Ramsbottom, Cohrs, Morris and Spain of $8,364, $4,845, $3,377 and $2,031, respectively, with respect to their outstanding phantom units as a result of RNPs declaration of cash distributions during 2014, as described in the RNP Annual Report. The following table identifies and quantifies our NEOs perquisites for the calendar year 2014. |
Name | Auto Allowance |
Health Evaluations |
Long-Term Disability and Life Insurance |
Housing Allowance |
Financial and Tax Planning |
Total | ||||||||||||||||||
Keith B. Forman |
| | | | | | ||||||||||||||||||
D. Hunt Ramsbottom |
13,846 | 3,252 | 1,027 | | 21,989 | 40,114 | ||||||||||||||||||
Dan J. Cohrs |
12,000 | | 1,068 | | 21,976 | 35,044 | ||||||||||||||||||
Sean Ebnet |
12,000 | 2,414 | 1,068 | 48,000 | | 63,482 | ||||||||||||||||||
Colin Morris |
12,000 | 2,831 | 1,068 | | 22,038 | 37,937 | ||||||||||||||||||
Jeffrey R. Spain |
12,000 | | 1,068 | | | 13,068 |
(5) | Mr. Forman was appointed as our chief executive officer and president and as chief executive officer of the general partner of RNP effective December 9, 2014. |
(6) | Effective December 9, 2014, Mr. Ramsbottom ceased to serve as the chief executive officer and president of Rentech and chief executive officer of the general partner of RNP. Mr. Ramsbottom also resigned as a member of the board of directors for both companies, effective December 9, 2014. |
RENTECH, INC. ï 2015 Proxy Statement 29
PROXY ITEM 1 ELECTION OF DIRECTORS |
(7) | Since RNPs initial public offering in 2011, Messrs. Ramsbottom, Cohrs, Morris and Spain have dedicated a portion of their work time to RNPs business and affairs. The portion of the compensation included in the Summary Compensation Table with respect to Messrs. Ramsbottom and Cohrs which is allocable to RNP is disclosed in the RNP Annual Report. In accordance with applicable SEC disclosure rules, the compensation figures attributable to Messrs. Ramsbottom, Cohrs, Morris and Spain in this Summary Compensation Table reflect the full amount of the compensation paid by both Rentech and RNP. The estimated percentage of time allocable to RNP for Messrs. Ramsbottom, Cohrs, Morris and Spain during calendar year 2014 were 45%, 35%, 24% and 24%, respectively. |
The following table sets forth information with respect to our NEOs concerning the grant of plan-based awards from our and RNPs plans during 2014.
Grant Date |
Estimated Possible Payouts Under |
Estimated Future Payouts Under Equity Incentive Plan Awards |
All Other Stock Awards: Number of Shares of Stock or Units |
All Other Option Awards: Number of Securities Underlying Options |
Exercise or Base Price of Option Awards |
Grant Date Fair Value of Stock and Option Awards |
||||||||||||||||||||||||||||||||||||||
Name | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||||||||||
Keith B. Forman (7) |
12/30/2014 | | | | | | | | 1,102,491 | (3) | $ | 1.24 | $ | 582,115 | ||||||||||||||||||||||||||||||
12/30/2014 | | | | 504,133 | 1,008,265 | 2,016,530 | | | | $ | 1,260,331 | (4) | ||||||||||||||||||||||||||||||||
D. Hunt Ramsbottom |
|
2014 Annual Non-Equity Incentive |
|
$ | | $ | 650,000 | $ | 1,300,000 | | | | | | | | ||||||||||||||||||||||||||||
Dan J. Cohrs |
12/19/2014 | | | | 150,149 | 300,297 | 600,594 | | | | $ | 366,362 | (5) | |||||||||||||||||||||||||||||||
12/30/2014 | | | | | | | 7,554 | (6) | | | $ | 74,331 | ||||||||||||||||||||||||||||||||
|
2014 Annual Non-Equity Incentive |
|
$ | | $ | 278,400 | $ | 556,800 | | | | | | | | |||||||||||||||||||||||||||||
Sean Ebnet |
12/19/2014 | | | | 112,565 | 225,130 | 450,260 | | | | $ | 274,659 | (5) | |||||||||||||||||||||||||||||||
|
2014 Annual Non-Equity Incentive |
|
$ | | $ | 147,500 | $ | 295,000 | | | | | | | | |||||||||||||||||||||||||||||
Colin M. Morris |
12/19/2014 | | | | 92,399 | 184,798 | 369,596 | | | | $ | 225,454 | (5) | |||||||||||||||||||||||||||||||
12/30/2014 | | | | | | | 4,648 | (6) | | | $ | 45,736 | ||||||||||||||||||||||||||||||||
|
2014 Annual Non-Equity Incentive |
|
$ | | $ | 157,500 | $ | 315,000 | | | | | | | | |||||||||||||||||||||||||||||
Jeffrey R. Spain |
12/19/2014 | | | | 35,332 | 70,664 | 141,328 | | | | $ | 86,210 | (5) | |||||||||||||||||||||||||||||||
12/30/2014 | | | | | | | 1,877 | (6) | | | $ | 18,470 | ||||||||||||||||||||||||||||||||
|
2014 Annual Non-Equity Incentive |
|
$ | | $ | 116,538 | $ | 233,077 | | | | | | | |
(1) | All Rentech PSU grants to NEOs (except for the grants to Mr. Forman) were made under Rentechs Second Amended and Restated 2009 Incentive Award Plan. Amounts reflect the full grant date fair value of Rentech PSUs granted during calendar year 2014, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the NEO. We provide information regarding the assumptions used to calculate the fair value of all compensatory equity awards made to executive officers in Note 18 to our consolidated financial statements included in Part IIItem 8 Financial Statements and Supplementary Data in the RTK Annual Report. There can be no assurance that awards will vest (and, absent vesting no value will be realized by the executive for the unvested award), or that the value upon vesting will approximate the aggregate grant date fair value determined under ASC Topic 718. |
(2) | All RNP equity grants were made under the Rentech Nitrogen Partners, L.P. 2011 Long-Term Incentive Plan. Amounts reflect the full grant date fair value of Partnership phantom units granted during calendar year 2014, computed in accordance with ASC Topic 505, rather than the amounts paid to or realized by the NEO. RNP provides information regarding the assumptions used to calculate the fair value of all compensatory equity awards made to executive officers in Note 12 to its consolidated financial statements included in Part IIItem 8 Financial Statements and Supplementary Data in the RNP Annual Report. There can be no assurance that awards will vest (and, absent vesting no value will be realized by the executive for the unvested award), or that the value upon vesting will approximate the aggregate grant date fair value determined under ASC Topic 505. |
(3) | These stock options were granted on December 30, 2014 and vest one-fourth on December 9, 2015, and the balance will vest in substantially equal monthly increments thereafter for the following three years, subject to the executives continued employment through the applicable vesting date and further subject to accelerated vesting in connection with the executives termination of employment by the employer without cause or by the executive for good reason in connection with a change in control of Rentech. |
(4) | These PSUs were granted on December 30, 2014, vesting over a four year period based on our level of total shareholder return over such period, subject to the executives continued employment through the applicable vesting date and further subject to accelerated vesting in connection with (i) the executives termination of employment by the employer without cause or by the executive for good reason in connection with a change in control of Rentech or (ii) a change in control of Rentech. The value of the PSUs reported in this column represents the fair value of these awards based upon the probable outcome of the applicable performance conditions on the grant date. |
(5) | These PSUs were granted on December 19, 2014, vesting over a four year period based on our level of total shareholder return over such period, subject to the executives continued employment through the applicable vesting date and further subject to accelerated vesting in connection with (i) the executives termination of employment by the employer without cause or by the executive for good reason in connection with a change in control of Rentech or (ii) a change in control of Rentech. The value of the PSUs reported in this column represents the fair value of these awards based upon the probable outcome of the applicable performance conditions on the grant date. |
(6) | These RNP phantom units were granted on December 30, 2014 and vest in three substantially equal installments on December 14, 2015, 2016 and 2017, subject to the executives continued employment through the applicable vesting date and further subject to accelerated vesting (i) in full upon the executives termination of employment by the employer without cause or by the executive for good reason, in either case, within sixty days prior to or eighteen months following a change in control, or (ii) in full upon the executives death or disability. |
(7) | Mr. Forman commenced employment with us in December 2014. Accordingly, he was not eligible to participate in our annual incentive program during 2014. |
30 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 1 ELECTION OF DIRECTORS |
Narrative Disclosure to Summary Compensation Table
and Grants of Plan-Based Awards Table
RENTECH, INC. ï 2015 Proxy Statement 31
PROXY ITEM 1 ELECTION OF DIRECTORS |
Outstanding Equity Awards at December 31, 2014
The following table sets forth information with respect to our NEOs, concerning the outstanding equity awards from us and RNP as of December 31, 2014. Footnotes to the table describe the generally applicable vesting conditions for each award. For a description of applicable accelerated vesting provisions, see Potential Payments upon Termination or Change-in-Control below.
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock that have not Vested (#) |
Market Value of Shares or Units of Stock that have not Vested ($) (1) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($) (1) |
Notes | ||||||||||||||||||||||||||||||
Keith B. Forman |
| 1,102,491 | | $ | 1.24 | 12/30/2019 | | | | | (2) | |||||||||||||||||||||||||||||
| | | | | | | 504,133 | $ | 635,207 | (3) | ||||||||||||||||||||||||||||||
D. Hunt Ramsbottom |
268,733 | | | $ | 3.87 | 6/8/2015 | | | | | (4) | |||||||||||||||||||||||||||||
752,567 | | | $ | 0.89 | 6/8/2015 | | | | | (5) | ||||||||||||||||||||||||||||||
Dan J. Cohrs |
442,687 | | | $ | 0.89 | 10/4/2020 | | | | | (5) | |||||||||||||||||||||||||||||
| | | | | 10,564 | $ | 13,311 | | | (6) | ||||||||||||||||||||||||||||||
| | | | | | | 83,004 | $ | 104,585 | (7) | ||||||||||||||||||||||||||||||
| | | | | 800 | $ | 8,408 | | | (8) | ||||||||||||||||||||||||||||||
| | | | | 51,896 | $ | 65,389 | | | (9) | ||||||||||||||||||||||||||||||
| | | | | | | 138,298 | $ | 174,255 | (10) | ||||||||||||||||||||||||||||||
| | | | | 5,036 | $ | 52,928 | | | (11) | ||||||||||||||||||||||||||||||
| | | | | | | 150,149 | $ | 189,187 | (3) | ||||||||||||||||||||||||||||||
| | | | | 7,554 | $ | 79,393 | | | (12) | ||||||||||||||||||||||||||||||
Sean Ebnet |
| | | | | 63,872 | $ | 80,479 | | | (9) | |||||||||||||||||||||||||||||
| | | | | | | 85,107 | $ | 107,234 | (10) | ||||||||||||||||||||||||||||||
| | | | | | | 112,565 | $ | 141,832 | (3) | ||||||||||||||||||||||||||||||
| | | | | 100,000 | $ | 126,000 | | | (13) | ||||||||||||||||||||||||||||||
| | | | | 133,333 | $ | 168,000 | | | (14) | ||||||||||||||||||||||||||||||
Colin M. Morris |
80,631 | | | $ | 3.87 | 7/13/2016 | | | | | (4) | |||||||||||||||||||||||||||||
177,075 | | | $ | 0.89 | 10/4/2020 | | | | | (5) | ||||||||||||||||||||||||||||||
| | | | | 7,395 | $ | 9,318 | | | (6) | ||||||||||||||||||||||||||||||
| | | | | | | 58,103 | $ | 73,210 | (7) | ||||||||||||||||||||||||||||||
| | | | | 560 | $ | 5,886 | | | (8) | ||||||||||||||||||||||||||||||
| | | | | 31,936 | $ | 40,239 | | | (9) | ||||||||||||||||||||||||||||||
| | | | | | | 85,107 | $ | 107,234 | (10) | ||||||||||||||||||||||||||||||
| | | | | 3,099 | $ | 32,570 | | | (11) | ||||||||||||||||||||||||||||||
| | | | | | | 92,399 | $ | 116,423 | (3) | ||||||||||||||||||||||||||||||
| | | | | 4,648 | $ | 48,850 | | | (12) | ||||||||||||||||||||||||||||||
Jeffrey R. Spain |
80,632 | | | $ | 0.92 | 7/28/21 | | | | | (15) | |||||||||||||||||||||||||||||
| | | | | 7,335 | $ | 9,242 | | | (6) | ||||||||||||||||||||||||||||||
| | | | | | | 13,587 | $ | 17,119 | (7) | ||||||||||||||||||||||||||||||
| | | | | 658 | $ | 6,916 | | | (8) | ||||||||||||||||||||||||||||||
| | | | | 29,012 | $ | 36,555 | | | (9) | ||||||||||||||||||||||||||||||
| | | | | | | 20,045 | $ | 25,257 | (10) | ||||||||||||||||||||||||||||||
| | | | | 1,252 | $ | 13,159 | | | (11) | ||||||||||||||||||||||||||||||
| | | | | | | 35,332 | $ | 44,518 | (3) | ||||||||||||||||||||||||||||||
| | | | | 1,877 | $ | 19,727 | | | (12) |
(1) | Rentech equity award values were calculated based on the $1.26 closing price of Rentechs Common Stock on December 31, 2014 and RNP phantom unit values were calculated based on the $10.51 closing price of RNPs common units on December 31, 2014. |
(2) | Represents stock option award granted on December 30, 2014 of which one-fourth will vest on December 9, 2015, and the balance will vest in equal monthly increments thereafter for the following three years, subject to the executives continued employment through the applicable vesting date (these options are referred to below as the 2014 Forman Options). |
(3) | Represents PSUs granted on December 30, 2014 (with respect to Mr. Forman) and December 19, 2014 (with respect to the other NEOs), vesting over a four year period based on our total shareholder return over the relevant period, subject to the executives continued employment through the applicable vesting date, as described in more detail in Long-Term Equity Incentive Awards above (these PSUs are referred to below as the 2014 PSUs). |
(4) | Represents a stock option award granted on July 14, 2006 that vested in three equal annual installments on each of July 14, 2007, 2008 and 2009. |
(5) | Represents stock options granted on October 4, 2010, which vested in three equal annual installments on each of October 4, 2011, 2012 and 2013. |
(6) | Represents RSUs granted on December 14, 2012, which vest in three equal annual installments on each of December 14, 2013 and 2014, and the remaining unvested one-third of which will vest on December 14, 2015, subject to the executives continued employment through the applicable vesting date (these RSUs are referred to below as the 2012 RSUs). |
32 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 1 ELECTION OF DIRECTORS |
(7) | Represents the threshold number of PSUs granted on December 14, 2012, vesting on each of the first three anniversaries of the grant date based on our total shareholder return over the relevant period, subject to the executives continued employment through the applicable vesting date (these PSUs are referred to below as the 2012 PSUs). |
(8) | Represents RNP phantom units granted on December 14, 2012, which vested as to one-third on each of December 14, 2013 and 2014, and the remaining unvested one-third of which will vest on December 14, 2015, subject to the executives continued employment through the applicable vesting date (these units are referred to below as the 2012 Phantom Units). |
(9) | Represents RSUs granted on December 18, 2013, which vested as to one-third on December 14, 2013, and the remaining two-thirds of which will vest in two substantially equal annual installments on December 14, 2015 and 2016, subject to the executives continued employment through the applicable vesting date (these RSUs are referred to below as the 2013 RSUs). |
(10) | Represents the threshold number of PSUs granted on December 18, 2013, vesting on each of the first three anniversaries of December 14, 2013 based on our total shareholder return over the relevant period, subject to the executives continued employment through the applicable vesting date, as described in more detail in Long-Term Equity Incentive Awards above (these PSUs are referred to below as the 2013 PSUs). |
(11) | Represents RNP phantom units granted on December 18, 2013, which vested as to one-third on December 14, 2014, and the remaining two-thirds of which will vest in two substantially equal annual installments on December 14, 2015 and 2016, subject to the executives continued employment through the applicable vesting date (these units are referred to below as the 2013 Phantom Units). |
(12) | Represents RNP phantom units granted on December 30, 2014, vesting in three substantially equal annual installments on December 14, 2015, 2016 and 2017, subject to the executives continued employment through the applicable vesting date (these units are referred to below as the 2014 Phantom Units). |
(13) | Represents RSUs granted on September 26, 2012, which vested as to one-third on each of September 17, 2013 and 2014, and the remaining unvested one-third of which will vest on September 17, 2015, subject to the executives continued employment through the applicable vesting date (these RSUs are referred to below as the 2012 Ebnet RSUs). |
(14) | Represents RSUs granted on June 3, 2013, which vested as to one-third on June 3, 2014, and the remaining unvested two-thirds of which will vest in two substantially equal annual installments on June 3, 2015 and 2016, subject to the executives continued employment through the applicable vesting date (these RSUs are referred to below as the 2013 Ebnet RSUs). |
(15) | Represents stock options granted on July 28, 2011, which vested in one-third installments on each of July 28, 2012, 2013 and 2014. |
Option Exercises, Stock Vested and Units Vested
The following table sets forth information with respect to our NEOs concerning the option exercises and stock vested under our equity plan(s) and the phantom units vested under RNPs plan during calendar year 2014.
Option Awards | Stock Awards | Unit Awards | ||||||||||||||||||||||
Name | Number of Shares Acquired on |
Value Realized on Exercise ($) |
Number of Shares Acquired on Vesting (#) |
Value Realized on Vesting ($) (1) |
Number of Units Acquired on Vesting (#) |
Value Realized on Vesting ($) (2) |
||||||||||||||||||
Keith B. Forman |
| $ | | | $ | | | $ | | |||||||||||||||
D. Hunt Ramsbottom |
| $ | | 351,544 | $ | 508,620 | 17,605 | $ | 198,480 | |||||||||||||||
Dan J. Cohrs |
| $ | | 202,767 | $ | 294,916 | 11,038 | $ | 126,795 | |||||||||||||||
Sean Ebnet |
| $ | | 198,603 | $ | 373,422 | | $ | | |||||||||||||||
Colin M. Morris |
| $ | | 134,944 | $ | 196,155 | 8,221 | $ | 95,548 | |||||||||||||||
Jeffrey R. Spain |
| $ | | 90,082 | $ | 128,357 | 5,289 | $ | 61,701 |
(1) | Amounts shown are based on the fair market value of Rentechs Common Stock on the applicable vesting date. |
(2) | Amounts shown are based on the fair market value of RNPs common units on the applicable vesting date. |
Potential Payments upon Termination or Change-in-Control
RENTECH, INC. ï 2015 Proxy Statement 33
PROXY ITEM 1 ELECTION OF DIRECTORS |
34 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 1 ELECTION OF DIRECTORS |
RENTECH, INC. ï 2015 Proxy Statement 35
PROXY ITEM 1 ELECTION OF DIRECTORS |
The following table summarizes the change-in-control and/or severance payments and benefits to which we expect that our NEOs would have become entitled if the relevant event(s) had occurred on December 31, 2014, in accordance with applicable disclosure rules. For purposes of the following table, we have assumed that a change in control of each relevant entity, whether Rentech and/or RNP, occurred on December 31, 2014, in order to provide a complete representation of the payments and benefits that each NEO would have become entitled to receive upon the occurrence of the relevant event(s). The severance benefits that Mr. Ramsbottom became entitled to receive when he ceased his employment with Rentech in December 2014 are described above (rather than in the table below).
Name | Benefit | Termination without Cause or for Good Reason ($) |
Termination Renewal ($) |
Termination due to Death/ Disability ($) |
Qualifying Termination in Connection with a Change in Control |
Other Terminations |
||||||||||||||||
Keith B. Forman |
Cash Severance | $ | 400,000 | (1) | $ | | $ | | $ | 400,000 | (2) | $ | | |||||||||
Value of Accelerated Stock Awards (3) | | | | | (4) | | ||||||||||||||||
Value of Accelerated Option Awards (5) | | | | 22,050 | (8) | | ||||||||||||||||
Value of Healthcare Premiums | 29,480 | (7) | | | 29,480 | (7) | | |||||||||||||||
Total |
$ | 429,480 | $ | | $ | | $ | 451,530 | $ | | ||||||||||||
Dan J. Cohrs |
Cash Severance | $ | 742,400 | (8) | $ | 464,000 | (9) | $ | | $ | 505,760 | (10) | $ | | ||||||||
Value of Accelerated Stock Awards (3) | | | 636,379 | (11) | 78,700 | (12) | | |||||||||||||||
Value of Accelerated Units (13) | | | 140,729 | (14) | 140,729 | (15) | | |||||||||||||||
Value of Healthcare Premiums | 29,480 | (7) | | | 29,480 | (7) | | |||||||||||||||
Total |
$ | 771,800 | $ | 464,000 | $ | 777,108 | $ | 754,669 | (16) | $ | | |||||||||||
Sean Ebnet |
Cash Severance | $ | 442,500 | (8) | $ | 295,000 | (9) | | $ | 317,125 | (10) | | ||||||||||
Value of Accelerated Stock Awards (3) | | | 588,947 | (17) | 374,478 | (18) | | |||||||||||||||
Value of Healthcare Premiums | 29,480 | (7) | | | 29,480 | (7) | | |||||||||||||||
Total |
$ | 471,980 | $ | 295,000 | $ | 588,947 | $ | 721,083 | $ | | ||||||||||||
Colin M. Morris |
Cash Severance | $ | 472,500 | (8) | $ | 315,000 | (9) | | $ | 338,625 | (10) | $ | | |||||||||
Value of Accelerated Stock Awards (3) | | | 410,444 | (19) | 49,557 | (20) | | |||||||||||||||
Value of Accelerated Units(13) | | | 87,307 | (21) | 87,307 | (22) | | |||||||||||||||
Value of Healthcare Premiums | 10,019 | (7) | | | 10,019 | (7) | | |||||||||||||||
Total |
$ | 482,519 | $ | 315,000 | $ | 497,751 | $ | 485,508 | (16) | $ | | |||||||||||
Jeffrey R. Spain |
Cash Severance | $ | | $ | | | $ | | $ | | ||||||||||||
Value of Accelerated Stock Awards (3) | | | 130,421 | (23) | 45,797 | (24) | | |||||||||||||||
Value of Accelerated Units (15) | | | 39,801 | (25) | 39,801 | (26) | | |||||||||||||||
Value of Healthcare Premiums | | | | | | |||||||||||||||||
Total |
$ | | $ | | $ | 170,222 | $ | 85,598 | $ | |
(1) | Represents two times Mr. Formans annual base salary, payable over the two-year period after his termination date. |
(2) | Represents two times Mr. Formans annual base salary, payable in a lump sum upon termination. |
(3) | Value of PSUs and RSUs determined by multiplying the number of accelerating PSUs and RSUs by the fair market value of Rentechs Common Stock on December 31, 2014 ($1.26). |
(4) | The 2014 PSUs held by Mr. Forman would be deemed attained based on actual performance as of the date of the change in control. The threshold level of performance criteria applicable to the 2014 PSUs had not been attained as of December 31, 2014, and, accordingly, none of the unvested 2014 PSUs would have vested on an accelerated basis. |
(5) | Value of options determined by multiplying the fair market value of our Common Stock on December 31, 2014 ($1.26), less the applicable exercise price, by the number of accelerating options. |
(6) | Represents the aggregate value of 1,102,491 unvested 2014 Forman Options held by Mr. Forman that would have vested on an accelerated basis if Mr. Forman terminated employment without cause or for good reason on December 31, 2014 and, in either case, such termination occurred within two years after a change in control. |
(7) | Represents the cost of Company-paid continuation health benefits for eighteen months, based on our estimated costs to provide such coverage. For purposes of continuation health benefits, a qualifying termination in connection with a change in control means a termination without cause or for good reason within three months before or two years after a change in control of us. |
(8) | Represents the executives annual base salary, payable over the one-year period after his termination date, plus his target annual incentive bonus. |
(9) | Represents the executives annual base salary, payable over the one-year period after his termination date. |
(10) | Represents the executives annual base salary plus target bonus which equals the prior years bonus, payable in a lump sum upon termination. |
(11) | Represents the aggregate value of 51,896 unvested 2013 RSUs, 276,596 unvested 2013 PSUs, 10,564 unvested 2012 RSUs and 166,007 unvested 2012 PSUs held by Mr. Cohrs that would have vested on an accelerated basis upon Mr. Cohrs termination due to death or disability on December 31, 2014. We have assumed for purposes of this calculation that we achieved target performance with respect to the 2013 PSUs and 2012 PSUs on December 31, 2014. |
36 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 1 ELECTION OF DIRECTORS |
(12) | Represents the aggregate value of 51,896 unvested 2013 RSUs and 10,564 unvested 2012 RSUs that would have vested on an accelerated basis if Mr. Cohrs terminated employment without cause or for good reason on December 31, 2014 and, in either case, such termination occurred within 60 days prior to or eighteen months after a change in control of us. The 2014 PSUs, 2013 PSUs and 2012 PSUs would be deemed attained based on actual performance as of the date of the change in control. The threshold level of performance criteria applicable to the 2014 PSUs, 2013 PSUs and 2012 PSUs had not been attained as of December 31, 2014, and, accordingly, none of the unvested 2014 PSUs, 2013 PSUs and 2012 PSUs would have vested on an accelerated basis. |
(13) | Value of 2014 Phantom Units, 2013 Phantom Units and 2012 Phantom Units determined by multiplying the number of accelerating RNP units by the fair market value of RNPs common unit on December 31, 2014 ($10.51). |
(14) | Represents the aggregate value of 7,554 unvested 2014 Phantom Units, 5,036 unvested 2013 Phantom Units and 800 unvested 2012 Phantom Units held by Mr. Cohrs that would have vested on an accelerated basis upon Mr. Cohrs termination due to death or disability on December 31, 2014. |
(15) | Represents the aggregate value of 7,554 unvested 2014 Phantom Units, 5,036 unvested 2013 Phantom Units and 800 unvested 2012 Phantom Units held by Mr. Cohrs that would have vested on an accelerated basis if Mr. Cohrs terminated employment without cause or for good reason on December 31, 2014, in either case, such termination occurred within 60 days prior to or within eighteen months after a change in control. |
(16) | As of December 31, 2014, no excise taxes would have been imposed by Section 4999 of the Internal Revenue Code on the relevant payments and benefits, meaning that no gross-up obligations would have applied. Accordingly, no gross-up amounts are included in these figures. |
(17) | Represents the aggregate value of 63,872 unvested 2013 RSUs, 170,213 unvested 2013 PSUs, 133,333 unvested 2013 Ebnet RSUs and 100,000 unvested 2012 Ebnet RSUs held by Mr. Ebnet that would have vested on an accelerated basis upon Mr. Ebnets termination due to death or disability on December 31, 2014. We have assumed for purposes of this calculation that we achieved target performance with respect to the 2013 PSUs on December 31, 2014. |
(18) | Represents the aggregate value of 63,872 unvested 2013 RSUs, 133,333 unvested 2013 Ebnet RSUs and 100,000 unvested 2012 Ebnet RSUs that would have vested on an accelerated basis if Mr. Ebnet terminated employment without cause or for good reason on December 31, 2014 and, in either case, such termination occurred within eighteen months after a change in control of us. The 2014 PSUs and 2013 PSUs would be deemed attained based on actual performance as of the date of the change in control. The threshold level of performance criteria applicable to the 2014 PSUs and 2013 PSUs had not been attained as of December 31, 2014, and, accordingly, none of the unvested 2014 PSUs and 2013 PSUs would have vested on an accelerated basis. |
(19) | Represents the aggregate value of 31,936 unvested 2013 RSUs, 170,213 unvested 2013 PSUs, 7,395 unvested 2012 RSUs and 116,205 unvested 2012 PSUs held by Mr. Morris that would have vested on an accelerated basis upon Mr. Morris termination due to death or disability on December 31, 2014. We have assumed for purposes of this calculation that we achieved target performance with respect to the 2013 PSUs and 2012 PSUs on December 31, 2014. |
(20) | Represents the aggregate value of 31,936 unvested 2013 RSUs and 7,395 unvested 2012 RSUs that would have vested on an accelerated basis if Mr. Morris terminated employment without cause or for good reason on December 31, 2014 and, in either case, such termination occurred within 60 days prior to or eighteen months after a change in control of us. The 2014 PSUs, 2013 PSUs and 2012 PSUs would be deemed attained based on actual performance as of the date of the change in control. The threshold level of performance criteria applicable to the 2014 PSUs, 2013 PSUs and 2012 PSUs had not been attained as of December 31, 2014, and, accordingly, none of the unvested 2014 PSUs, 2013 PSUs and 2012 PSUs would have vested on an accelerated basis. |
(21) | Represents the aggregate value of 4,648 unvested 2014 Phantom Units, 3,099 unvested 2013 Phantom Units and 560 unvested 2012 Phantom Units held by Mr. Morris that would have vested on an accelerated basis upon Mr. Morris termination due to death or disability on December 31, 2014. |
(22) | Represents the aggregate value of 4,648 unvested 2014 Phantom Units, 3,099 unvested 2013 Phantom Units and 560 unvested 2012 Phantom Units held by Mr. Morris that would have vested on an accelerated basis if Mr. Morris terminated employment without cause or for good reason on December 31, 2014, in either case, such termination occurred within 60 days prior to or within eighteen months after a change in control. |
(23) | Represents the aggregate value of 29,012 unvested 2013 RSUs, 40,089 unvested 2013 PSUs, 7,335 unvested 2012 RSUs and 27,173 unvested 2012 PSUs held by Mr. Spain that would have vested on an accelerated basis upon Mr. Spains termination due to death or disability on December 31, 2014. We have assumed for purposes of this calculation that we achieved target performance with respect to the 2013 PSUs and 2012 PSUs on December 31, 2014. |
(24) | Represents the aggregate value of 29,012 unvested 2013 RSUs and 7,335 unvested 2012 RSUs that would have vested on an accelerated basis if Mr. Spain terminated employment without cause or for good reason on December 31, 2014 and, in either case, such termination occurred within 60 days prior to or eighteen months after a change in control of us. The 2014 PSUs, 2013 PSUs and 2012 PSUs would be deemed attained based on actual performance as of the date of the change in control. The threshold level of performance criteria applicable to the 2014 PSUs, 2013 PSUs and 2012 PSUs had not been attained as of December 31, 2014, and, accordingly, none of the unvested 2014 PSUs, 2013 PSUs and 2012 PSUs would have vested on an accelerated basis. |
(25) | Represents the aggregate value of 1,877 unvested 2014 Phantom Units, 1,252 unvested 2013 Phantom Units and 658 unvested 2012 Phantom Units held by Mr. Spain that would have vested on an accelerated basis upon Mr. Spains termination due to death or disability on December 31, 2014. |
(26) | Represents the aggregate value of 1,877 unvested 2014 Phantom Units, 1,252 unvested 2013 Phantom Units and 658 unvested 2012 Phantom Units held by Mr. Spain that would have vested on an accelerated basis if Mr. Spain terminated employment without cause or for good reason on December 31, 2014, in either case, such termination occurred within 60 days prior to or within eighteen months after a change in control. |
RENTECH, INC. ï 2015 Proxy Statement 37
PROXY ITEM 1 ELECTION OF DIRECTORS |
The following table sets forth compensation information with respect to our non-employee directors during 2014.
Name | Fees Earned ($) |
Stock Awards ($) (1)(2) |
Option Awards ($) (3) |
Non-Equity Incentive Plan Compensation ($) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings |
All Other Compensation ($) |
Total ($) |
|||||||||||||||||||||
Michael S. Burke |
$ | 16,250 | $ | 156,549 | $ | | | | | $ | 172,799 | |||||||||||||||||
General Wesley K. Clark |
$ | 11,875 | $ | 134,674 | $ | | | | | $ | 146,549 | |||||||||||||||||
Patrick J. Moore (4) |
$ | | $ | 133,035 | $ | | | | | $ | 133,035 | |||||||||||||||||
Douglas I. Ostrover (5) |
$ | | $ | | $ | | | | | $ | | |||||||||||||||||
Michael F. Ray (6) |
$ | 11,875 | $ | 11,875 | $ | | | | | $ | 23,750 | |||||||||||||||||
Ronald M. Sega |
$ | 12,500 | $ | 137,800 | $ | | | | | $ | 150,300 | |||||||||||||||||
Edward M. Stern |
$ | 15,625 | $ | 162,798 | $ | | | | | $ | 178,423 | |||||||||||||||||
Halbert S. Washburn |
$ | 18,125 | $ | 175,301 | $ | | | | | $ | 193,426 | |||||||||||||||||
John A. Williams |
$ | 10,000 | $ | 140,736 | $ | | | | | $ | 141,736 | |||||||||||||||||
Dennis L. Yakobson (6)(7) |
$ | 22,500 | $ | 10,000 | $ | | | | | $ | 32,500 |
(1) | Amounts reflect the full grant-date fair value of the 2014 stock grants and 2014 restricted stock unit awards, calculated in accordance with ASC Topic 718. We provide information regarding the assumptions used to calculate the value of all awards made to non-employee directors in Note 18 to our consolidated financial statements in Part IIItem 8 Financial Statements and Supplementary Data to our Annual Report. |
(2) | The number of RSUs held by Messrs. Burke, Clark, Moore, Sega, Stern, Washburn and Williams as of December 31, 2014 was 22,948, 19,462, 19,462, 19,960, 23,944, 25,937 and 20,458, respectively. |
(3) | The options held by Messrs. Burke, Clark, Moore, Sega, Stern, Washburn and Williams as of December 31, 2014 covered 44,616, 21,501, 20,000, 44,616, 21,501, 44,616 and 28,490 shares, respectively. |
(4) | Mr. Moore left the Board in April 2015. |
(5) | Mr. Ostrover has elected not to be compensated for his participation on the board of Rentech. |
(6) | Messrs. Ray and Yakobson left the Board in April 2014. |
(7) | Includes consulting fees of $12,500. |
All-Equity Director Compensation Program
38 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 1 ELECTION OF DIRECTORS |
Board Service |
||||
Annual Retainer: |
$ | 40,000 | ||
Chairman of the Board Additional Annual Retainer: |
$ | 25,000 | ||
Committee Service |
||||
Audit Committee: |
||||
Chair Annual Fee: |
$ | 17,500 | ||
Committee Member (Non-Chair) Fee: |
$ | 7,500 | ||
Compensation Committee: |
||||
Chair Annual Fee: |
$ | 17,500 | ||
Committee Member (Non-Chair) Fee: |
$ | 7,500 | ||
Finance Committee: |
||||
Committee Member Fee: |
$ | 7,500 | ||
Nominating Committee: |
||||
Chair Annual Fee: |
$ | 10,000 | ||
Committee Member (Non-Chair) Fee: |
$ | 5,000 |
Compensation Committee Interlocks and Insider Participation
RENTECH, INC. ï 2015 Proxy Statement 39
PROXY ITEM 1 ELECTION OF DIRECTORS |
Audit Committee and Audit Committee Financial Expert
40 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 1 ELECTION OF DIRECTORS |
Nominating and Corporate Governance Committee and Shareholder Communications
RENTECH, INC. ï 2015 Proxy Statement 41
PROXY ITEM 1 ELECTION OF DIRECTORS |
Transactions with Related Persons
Independent Certified Public Accountants
Principal Accountant Fees and Services
The following table presents fees billed and expected to be billed for audit fees, audit-related fees, tax fees and other services rendered by PricewaterhouseCoopers LLC for the years ended December 31, 2014 and 2013.
For the Years Ended December 31, |
||||||||
2014 | 2013 | |||||||
Audit Fees (1) |
$ | 2,418,600 | $ | 1,715,000 | ||||
Audit-Related Fees (2) |
41,000 | 399,800 | ||||||
Tax Fees (3) |
497,800 | 435,000 | ||||||
All Other Fees |
| | ||||||
Total |
$ | 2,957,400 | $ | 2,549,800 |
(1) | Represents the aggregate fees billed and expected to be billed for professional services rendered for the audit of Rentechs and RNPs consolidated financial statements for the years ended December 31, 2014 and 2013, and for the audit of Rentechs and RNPs internal control over financial reporting and reviews of the financial statements included in Rentechs and RNPs quarterly reports on Form 10-Q, assistance with Securities Act filings and related matters, consents issued in connection with Securities Act filings, and consultations on financial accounting and reporting standards arising during the course of the audit for the years ended December 31, 2014 and 2013. |
42 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 1 ELECTION OF DIRECTORS |
(2) | Represents fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Rentechs and RNPs consolidated financial statements, and are not reported as Audit Fees. |
(3) | Represents the aggregate fees billed and expected to be billed for Rentechs 2014 and 2013 tax return and tax consultation regarding various issues including property and sales tax issues, research and development credits and RNPs structure. |
The Audit Committee is required to pre-approve all audit services and non-audit services (other than de minimis non-audit services as defined by the Sarbanes-Oxley Act of 2002) to be provided by our independent registered public accounting firm. Non-audit services were reviewed with the Audit Committee, which concluded that the provision of such services by PricewaterhouseCoopers LLP were compatible with the maintenance of that firms independence in the conduct of its auditing functions. The Audit Committee pre-approved all fees incurred in the years ended December 31, 2014 and 2013.
RENTECH, INC. ï 2015 Proxy Statement 43
PROXY ITEM 2 PLAN AMENDMENT PROPOSAL |
(Proxy Item 2)
Amendment of the Tax Benefit Preservation Plan
Description of the Tax Benefit Preservation Plan
Dividend of Preferred Stock Purchase Rights
44 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 2 PLAN AMENDMENT PROPOSAL |
RENTECH, INC. ï 2015 Proxy Statement 45
PROXY ITEM 2 PLAN AMENDMENT PROPOSAL |
Description of the Plan Amendment
Certain Considerations Related to the Adoption of the Plan Amendment
46 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 2 PLAN AMENDMENT PROPOSAL |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT TO THE TAX BENEFIT PRESERVATION PLAN.
RENTECH, INC. ï 2015 Proxy Statement 47
PROXY ITEM 3 REVERSE STOCK SPLIT PROPOSAL |
(Proxy Item 3)
Background and Reasons for the Reverse Stock Split; Potential Consequences of the Reverse Stock Split
48 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 3 REVERSE STOCK SPLIT PROPOSAL |
Procedure for Implementing the Reverse Stock Split
Effect of the Reverse Stock Split on Holders of Outstanding Common Stock
Reverse Stock Split Ratio |
Approximate Number of Outstanding Following the Reverse Stock Split |
|||
1-for-10 |
[ | ] | ||
1-for-11 |
[ | ] | ||
1-for-12 |
[ | ] | ||
1-for-13 |
[ | ] | ||
1-for-14 |
[ | ] | ||
1-for-15 |
[ | ] |
RENTECH, INC. ï 2015 Proxy Statement 49
PROXY ITEM 3 REVERSE STOCK SPLIT PROPOSAL |
SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
50 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 3 REVERSE STOCK SPLIT PROPOSAL |
Fractional Shares
Effect of the Reverse Stock Split on Employee Plans, Options, Restricted Stock Awards and Units, Warrants, and Convertible or Exchangeable Securities
Material U.S. Federal Income Tax Consequences of the Reverse Stock Split
RENTECH, INC. ï 2015 Proxy Statement 51
PROXY ITEM 3 REVERSE STOCK SPLIT PROPOSAL |
52 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 3 REVERSE STOCK SPLIT PROPOSAL |
SHAREHOLDERS SHOULD CONSULT THEIR OWN LEGAL ADVISORS AS TO THEIR DISSENTERS RIGHTS AND THE EFFECT OF THE CONTEMPLATED REVERSE STOCK SPLIT UNDER APPLICABLE FEDERAL AND STATE LAWS.
THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF AN AMENDMENT TO THE COMPANYS CURRENT ARTICLES OF INCORPORATION TO AUTHORIZE A REVERSE STOCK SPLIT OF OUR ISSUED AND OUTSTANDING COMMON STOCK.
RENTECH, INC. ï 2015 Proxy Statement 53
PROXY ITEM 4 AUTHORIZED SHARE AMENDMENT PROPOSAL |
AUTHORIZED SHARE AMENDMENT PROPOSAL
(Proxy Item 4)
Background and Reasons for the Authorized Share Amendment
Effects of the Decrease in Authorized Common Stock
54 RENTECH, INC. ï 2015 Proxy Statement
PROXY ITEM 4 AUTHORIZED SHARE AMENDMENT PROPOSAL |
Under Colorado Revised Statutes, the Companys shareholders are not entitled to dissenters rights in connection with this Proposal.
THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL OF AN AMENDMENT TO THE COMPANYS CURRENT ARTICLES OF INCORPORATION TO DECREASE AUTHORIZED SHARES OF COMMON STOCK.
RENTECH, INC. ï 2015 Proxy Statement 55
PROXY ITEM 5 AUDITOR RATIFICATION PROPOSAL |
(Proxy Item 5)
THE BOARD RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSE COOPERS LLP AS RENTECHS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015.
56 RENTECH, INC. ï 2015 Proxy Statement
OTHER BUSINESS |
Management does not know of any other matters to be brought before the annual meeting. If any other business items not mentioned in this Proxy Statement are properly brought before the meeting, the individuals named in the enclosed form of proxy intend to vote such proxy in accordance with the Boards recommendation on those matters.
ALL SHAREHOLDERS ARE URGED TO VOTE BY TELEPHONE OR ELECTRONICALLY THROUGH THE INTERNET BY FOLLOWING THE INSTRUCTIONS IN THE ENCLOSED MATERIALS. IF YOU RECEIVED A PROXY CARD BY MAIL, PLEASE COMPLETE, SIGN, AND RETURN THE ACCOMPANYING PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors,
Colin M. Morris
Secretary
May [ ], 2015
RENTECH, INC. ï 2015 Proxy Statement 57
(This page intentionally left blank)
58 RENTECH, INC. ï 2015 Proxy Statement
ANNEX A |
RIGHTS PLAN
EXECUTION VERSION
RENTECH, INC.
and
COMPUTERSHARE TRUST COMPANY, N.A.
as Rights Agent
Tax Benefit Preservation Plan
Dated as of August 5, 2011
RENTECH, INC. ï 2015 Proxy Statement A-1
ANNEX A |
TAX BENEFIT PRESERVATION PLAN
Tax Benefit Preservation Plan, dated as of August 5, 2011 (this Plan), between RENTECH, INC., a Colorado corporation (the Company), and COMPUTERSHARE TRUST COMPANY, N.A, a federally chartered trust company, as Rights Agent (the Rights Agent).
RECITALS
WHEREAS, the Board of Directors (the Board) of the Company has approved this Plan and has authorized and declared a dividend of one preferred stock purchase right (a Right) for each share of Common Stock (as defined in Section 1.6) of the Company outstanding at the close of business on August 19, 2011 (the Record Date) and has authorized and directed the issuance of one Right (subject to adjustment as provided herein) with respect to each share of Common Stock that shall become outstanding between the Record Date and the earliest of the Distribution Date and the Expiration Date (as such terms are defined in Sections 3.1 and 7.1, respectively), each Right initially representing the right to purchase one ten-thousandth (subject to adjustment) of a share of Series D Junior Participating Preferred Stock, par value $10.00 per share (the Preferred Stock), of the Company having the rights, powers and preferences set forth in the form of Articles of Amendment to the Companys Amended and Restated Articles of Incorporation attached hereto as Exhibit A (as amended from time to time), upon the terms and subject to the conditions hereinafter set forth; provided, however, that Rights may be issued with respect to Common Stock that shall become outstanding after the Distribution Date and prior to the Expiration Date in accordance with Section 22 ;
WHEREAS, if the Company experiences an ownership change, as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the Code), its ability to use net operating losses and certain other tax attributes (collectively, NOLs) for income tax purposes could be substantially limited or lost altogether; and
WHEREAS, the Company views its NOLs as a highly valuable asset of the Company, which is likely to inure to the benefit of the Company and its stockholders, and the Company believes that it is in the best interests of the Company and its stockholders that the Company provide for the protection of the Companys NOLs on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:
Section 1. Certain Definitions. For purposes of this Plan, the following terms have the meanings indicated:
1.1. Acquiring Person shall mean any Person who or which, from and after the date of this Plan, shall be the Beneficial Owner of 4.99% or more of the Common Stock then outstanding, but shall not include (i) an Exempt Person or (ii) any Existing Holder, unless and until such time as such Existing Holder shall become the Beneficial Owner of (A) a percentage of the Common Stock of the Company then outstanding that is greater than 1% more than the aggregate percentage of the outstanding Common Stock that such Existing Holder Beneficially Owns as of the date hereof (such aggregate amount being the Exempt Ownership Percentage) or (B) less than 4.99% of the Common Stock of the Company then outstanding (after which time, if such Person shall be the Beneficial Owner of 4.99% or more of the Common Stock of the Company then outstanding, such Person shall be or become deemed an Acquiring Person). Notwithstanding the foregoing, no Person shall become an Acquiring Person as the result of an acquisition of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares Beneficially Owned by such Person to 4.99% (or, in the case of an Existing Holder, the Exempt Ownership Percentage) or more of the Common Stock then outstanding; provided, however, that if a Person shall become the Beneficial Owner of 4.99% (or, in the case of an Existing Holder, the Exempt Ownership Percentage) or more of the Common Stock then outstanding solely by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of one or more additional shares of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock in Common Stock or pursuant to a split or subdivision of the outstanding Common Stock), then such Person shall be deemed to be an Acquiring Person unless, upon becoming the Beneficial Owner of such additional Common Stock, such Person does not Beneficially Own 4.99% (or, in the case of an Existing Holder, the Exempt Ownership Percentage) or more of the Common Stock then outstanding. Notwithstanding the foregoing, if the Board determines in good faith that a Person who would otherwise be an Acquiring Person, as defined pursuant to the foregoing provisions of this Section 1.1, has become such inadvertently (including, without limitation, because (A) such Person was unaware that it Beneficially Owned a percentage of Common Stock that would otherwise cause such Person to be an Acquiring Person or (B) such Person was aware of the extent of its Beneficial Ownership of Common Stock but had no actual knowledge of the consequences of such Beneficial Ownership under this Plan), and such Person divests as promptly as practicable a sufficient number of shares of Common Stock so that such Person would
A-2 RENTECH, INC. ï 2015 Proxy Statement
ANNEX A |
no longer be an Acquiring Person, as defined pursuant to the foregoing provisions of this Section 1.1, then such Person shall not be deemed to be or have become an Acquiring Person at any time for any purposes of this Plan. For all purposes of this Plan, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Stock of which any Person is the Beneficial Owner, shall be made pursuant to and in accordance with Section 382 of the Code and the Treasury Regulations promulgated thereunder.
1.2. Affiliate and Associate shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the Exchange Act), as in effect on the date of this Plan.
1.3. A Person shall be deemed the Beneficial Owner of and shall be deemed to Beneficially Own or have Beneficial Ownership of any securities:
1.3.1. which such Person, directly or indirectly, has the Right to Acquire; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own (w) securities (including rights, options or warrants) which are convertible or exchangeable into or exercisable for Common Stock until such time as such securities are converted or exchanged into or exercised for Common Stock except to the extent the acquisition or transfer of securities (including rights, options or warrants) would be treated as exercised on the date of its acquisition or transfer under Section 1.382-4(d) of the Treasury Regulations promulgated under Section 382 of the Code; (x) securities tendered pursuant to a tender or exchange offer made by such Person until such tendered securities are accepted for purchase or exchange; (y) securities which such Person has a Right to Acquire upon the exercise of Rights at any time prior to the time that any Person becomes an Acquiring Person, or (z) securities issuable upon the exercise of Rights from and after the time that any Person becomes an Acquiring Person if such Rights were acquired by such Person prior to the Distribution Date or pursuant to Section 3.1 or Section 22 (Original Rights) or pursuant to Section 11.9 or Section 11.15 with respect to an adjustment to Original Rights;
1.3.2. which such Person, directly or indirectly, has or shares the right to vote or dispose of, or otherwise has beneficial ownership of (as defined under Rule 13d-3 of the General Rules and Regulations under the Exchange Act); provided, however, that Beneficial Ownership arising solely as a result of any such Persons participation in a group (within the meaning of Rule 13d-5(b) of the General Rules and Regulations under the Exchange Act) shall be determined under Section 1.3.3 of this Plan and not under this Section 1.3.2; or
1.3.3. of which any other Person is the Beneficial Owner, if such Person has any agreement, arrangement or understanding (whether or not in writing) with such other Person with respect to acquiring, holding, voting or disposing of such securities of the Company, but only if the effect of such agreement, arrangement or understanding is to treat such Persons as an entity under Section 1.382-3(a)(1) of the Treasury Regulations; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own, any security (A) if such Person has the right to vote such security pursuant to an agreement, arrangement or understanding (whether or not in writing) which (1) arises solely from a revocable proxy given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations of the Exchange Act and (2) is not also then reportable on Schedule 13D or Schedule 13G under the Exchange Act (or any comparable or successor report), or (B) if such beneficial ownership arises solely as a result of such Persons status as a clearing agency, as defined in Section 3(a)(23) of the Exchange Act; provided, further, that nothing in this Section 1.3.3 shall cause a Person engaged in business as an underwriter of securities or member of a selling group to be the Beneficial Owner of, or to Beneficially Own, any securities acquired through such Persons participation in good faith in an underwriting syndicate until the expiration of 40 calendar days after the date of such acquisition, or such later date as the Board of the Company may determine in any specific case.
Notwithstanding anything herein to the contrary, to the extent not within the foregoing provisions of this Section 1.3, a Person shall be deemed the Beneficial Owner of, and shall be deemed to Beneficially Own, securities held by any other Person that such Person would be deemed to constructively own or that otherwise would be aggregated with shares owned by such Person pursuant to Section 382 of the Code, or any successor provision or replacement provision and the Treasury Regulations thereunder.
No Person who is an officer, director or employee of an Exempt Person shall be deemed, solely by reason of such Persons status or authority as such, to be the Beneficial Owner of, to have Beneficial Ownership of or to Beneficially Own any securities that are Beneficially Owned (as defined in this Section 1.3), including, without limitation, in a fiduciary capacity, by an Exempt Person or by any other such officer, director or employee of an Exempt Person.
1.4. Business Day shall mean any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.
RENTECH, INC. ï 2015 Proxy Statement A-3
ANNEX A |
1.5. close of business on any given date shall mean 5:00 p.m., New York time, on such date; provided, however, that if such date is not a Business Day it shall mean 5:00 p.m., New York time, on the next succeeding Business Day.
1.6. Common Stock when used with reference to the Company shall mean the Common Stock, par value $0.01 per share, of the Company. Common Stock when used with reference to any Person other than the Company shall mean the capital stock with the greatest voting power, or the equity securities or other equity interest having power to control or direct the management of, such other Person or, if such Person is a Subsidiary of another Person, the Person or Persons which ultimately control such first-mentioned Person, and which has issued and outstanding such capital stock, equity securities or equity interest.
1.7. Exempt Person shall mean (i) the Company, any Subsidiary of the Company, in each case including, without limitation, the officers and members of the board of directors thereof acting in their fiduciary capacities, or any employee benefit plan of the Company or of any Subsidiary of the Company or any entity or trustee holding shares of capital stock of the Company for or pursuant to the terms of any such plan, or for the purpose of funding other employee benefits for employees of the Company or any Subsidiary of the Company, and (ii) any Person deemed to be an Exempt Person in accordance with Section 28 or Section 29.
1.8. Existing Holder shall mean any Person who, immediately prior to the first public announcement of the adoption of this Plan, is the Beneficial Owner of 4.99% or more of the Common Stock then outstanding.
1.9. Person shall mean any individual, partnership, joint venture, limited liability company, firm, corporation, unincorporated association or organization, trust or other entity, and shall include any successor (by merger or otherwise) of any such entity.
1.10. Right to Acquire shall mean a legal, equitable or contractual right to acquire (whether directly or indirectly and whether exercisable immediately, or only after the passage of time, compliance with regulatory requirements, fulfillment of a condition or otherwise), pursuant to any agreement, arrangement or understanding, whether or not in writing (excluding customary agreements entered into in good faith with and between an underwriter and selling group members in connection with a firm commitment underwriting registered under the Securities Act of 1933, as amended (the Securities Act)), or upon the exercise of any option, warrant or right, through conversion of a security, pursuant to the power to revoke a trust, discretionary account or similar arrangement, pursuant to the power to terminate a repurchase or similar so-called stock borrowing agreement or arrangement, or pursuant to the automatic termination of a trust, discretionary account or similar arrangement.
1.11. Stock Acquisition Date shall mean the first date of public announcement (which, for purposes of this definition, shall include, without limitation, the filing of a report pursuant to Section 13(d) of the Exchange Act or pursuant to a comparable successor statute) by the Company or an Acquiring Person that an Acquiring Person has become such or that discloses information which reveals the existence of an Acquiring Person or such earlier date as a majority of the Board shall become aware of the existence of an Acquiring Person.
1.12. Stockholder Approval shall mean the approval of this Plan by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Common Stock (or other shares that vote together with the Common Stock as one class for purposes of such an approval) that are present in person or by proxy at a Stockholder Meeting and entitled to vote on the proposal to approve this Plan.
1.13. Stockholder Meeting shall mean a meeting of stockholders of the Company duly held in accordance with the Companys Bylaws, as amended from time to time, the Companys Amended and Restated Articles of Incorporation, as amended from time to time, and applicable law.
1.14. Subsidiary of any Person shall mean any partnership, joint venture, limited liability company, firm, corporation, unincorporated association, trust or other entity of which a majority of the voting power of the voting equity securities or equity interests is owned, of record or beneficially, directly or indirectly, by such Person.
1.15. A Trigger Event shall be deemed to have occurred upon any Person becoming an Acquiring Person.
A-4 RENTECH, INC. ï 2015 Proxy Statement
ANNEX A |
1.16. The following terms shall have the meanings defined for such terms in the Sections set forth below:
Term | Section | |
Adjustment Shares |
11.1.2 | |
Board |
Recitals | |
Book Entry Shares |
3.1 | |
Code |
Recitals | |
common stock equivalent |
11.1.3 | |
Company |
Preamble | |
current per share market price |
11.4.1 | |
Current Value |
11.1.3 | |
Distribution Date |
3.1 | |
equivalent preferred stock |
11.2 | |
Exchange Act |
1.2 | |
Exchange Consideration |
27.1 | |
Exempt Ownership Percentage |
1.1 | |
Exemption Request |
28 | |
Expiration Date |
7.1 | |
Final Expiration Date |
7.1 | |
NOLs |
Recitals | |
Original Rights |
1.3.2 | |
Plan |
Preamble | |
Preferred Stock |
Recitals | |
Principal Party |
13.2 | |
Purchase Price |
4 | |
Record Date |
Recitals | |
Redemption Date |
7.1 | |
Redemption Price |
23.1 | |
Requesting Person |
28 | |
Right |
Recitals | |
Right Certificate |
3.1 | |
Rights Agent |
Preamble | |
Securities Act |
1.10 | |
Security |
11.4.1 | |
Spread |
11.1.3 | |
Substitution Period |
11.1.3 | |
Summary of Rights |
3.2 | |
Trading Day |
11.4.1 | |
Trust |
27.1 | |
Trust Agreement |
27.1 | |
Waiver Request |
29 |
Section 2. Appointment of Rights Agent.
The Company hereby appoints the Rights Agent to act as agent for the Company in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable, upon 10 (ten) days prior written notice to the Rights Agent. In the event the Company appoints one or more co-Rights Agents, the respective duties of the Rights Agent and any co-Rights Agent shall be as the Company shall determine. Contemporaneously with such appointment, if any, the Company shall notify the Rights Agent thereof. The Rights Agent shall have no duty to supervise, and shall in no event be liable for, the acts or omissions of any such co-Rights Agent.
RENTECH, INC. ï 2015 Proxy Statement A-5
ANNEX A |
Section 3. Issuance of Right Certificates.
3.1. Rights Evidenced by Stock Certificates. Until the earlier of (i) the close of business on the tenth (10 th) Business Day after the Stock Acquisition Date or (ii) the close of business on the tenth (10 th) Business Day after the date of the commencement of, or first public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of Common Stock aggregating 4.99% or more of the then outstanding Common Stock (the earlier of (i) and (ii) being herein referred to as the Distribution Date), (x) the Rights (unless earlier expired, redeemed or terminated) will be evidenced (subject to the provisions of Section 3.2) by the certificates for Common Stock registered in the names of the holders thereof or, in the case of uncertificated Common Stock registered in book entry form (Book Entry Shares), by notation in book entry (which certificates for Common Stock and Book Entry Shares shall also be deemed to be Right Certificates) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying Common Stock. The preceding sentence notwithstanding, (A) prior to the occurrence of a Distribution Date specified as a result of an event described in clauses (i) or (ii) (or such later Distribution Date as the Board may select pursuant to this sentence), the Board may postpone, one or more times, the Distribution Date in order to make a determination pursuant to Section 7.1(vi) or Section 29 or (B) prior to the occurrence of a Distribution Date specified as a result of an event described in clause (ii) (or such later Distribution Date as the Board may select pursuant to this sentence), the Board may postpone, one or more times, the Distribution Date which would occur as a result of an event described in clause (ii) beyond the date set forth in such clause (ii). Nothing herein shall permit such a postponement of a Distribution Date after a Person becomes an Acquiring Person, except as a result of the operation of the third sentence of Section 1.1. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company (or, if requested, the Rights Agent) will send, by first-class, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person), at the address of such holder shown on the records of the Company, one or more certificates for Rights, in substantially the form of Exhibit B hereto (a Right Certificate), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
3.2. Summary of Rights. On the Record Date or as soon as practicable thereafter, the Company will send or cause to be sent a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form attached hereto as Exhibit C (the Summary of Rights), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Record Date (other than any Acquiring Person) at the address of such holder shown on the records of the Company. Any failure to send a copy of the Summary of Rights shall not invalidate the Rights or affect their transfer with the Common Stock. With respect to certificates for Common Stock and Book Entry Shares outstanding as of the close of business on the Record Date, until the Distribution Date (or the earlier Expiration Date), the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof or Book Entry Shares, as applicable, together with a copy of the Summary of Rights and the registered holders of the Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry Shares outstanding at the close of business on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby and the Book Entry Shares, as applicable.
3.3. New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock which become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, shall have impressed, printed, stamped, written or otherwise affixed onto them the following legend:
This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefit Preservation Plan between Rentech, Inc. (the Company) and Computershare Trust Company, N.A., as Rights Agent, dated as of August 5, 2011 as the same may be amended from time to time (the Plan), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights (as defined in the Plan) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Plan without charge after receipt of a written request therefor. As described in the Plan, Rights which are owned by, transferred to or have been owned by Acquiring Persons (as defined in the Plan) shall become null and void and will no longer be transferable.
With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced by such certificates and the Book Entry
A-6 RENTECH, INC. ï 2015 Proxy Statement
ANNEX A |
Shares alone, and the surrender for transfer of any such certificates or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding.
Notwithstanding this Section 3.3, neither the omission of the legend, nor the failure to provide the notice thereof, shall affect the enforceability of any part of this Plan or the rights of any holder of the Rights.
Section 4. Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares and assignment, including the certifications therein, to be printed on the reverse thereof) shall each be substantially in the form set forth as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Plan, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or trading system on which the Rights may from time to time be listed or quoted, or to conform to usage. Subject to the terms and conditions hereof, the Right Certificates, whenever issued, shall be dated as of the Record Date, and shall show the date of countersignature by the Rights Agent, and on their face shall entitle the holders thereof to purchase such number of one ten-thousandths of a share of Preferred Stock as shall be set forth therein at the price per one ten-thousandth of a share of Preferred Stock set forth therein (the Purchase Price), but the number of such one ten-thousandths of a share of Preferred Stock and the Purchase Price shall be subject to adjustment as provided herein.
Section 5. Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by the Chief Executive Officer, the Chief Financial Officer or the General Counsel of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent, and issued and delivered by the Company with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Plan any such Person was not such an officer.
Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. Subject to the provisions of Section 11.1.2 and Section 14, at any time after the close of business on the Distribution Date, and at or prior to the close of business on the Expiration Date, any Right Certificate or Right Certificates (other than Right Certificates representing Rights that have become void pursuant to Section 11.1.2 or that have been exchanged pursuant to Section 27) may be transferred, split up or combined or exchanged for another Right Certificate or Right Certificates, entitling the registered holder to purchase a like number of one ten-thousandths of a share of Preferred Stock as the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up or combine or exchange any Right Certificate shall make such request in writing delivered to the Rights Agent, and shall surrender, together with any required form of assignment and certificate duly executed and properly completed, the Right Certificate or Right Certificates to be transferred, split up or combined or exchanged at the office of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Right Certificate or Right Certificates until the registered holder shall have duly executed and properly completed the certification contained in the form of assignment on the reverse side of such Right Certificate or Right Certificates and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof as the Company shall reasonably request. Thereupon, the Rights Agent shall countersign and deliver to the Person entitled thereto a Right Certificate or Right Certificates, as the case may be, as so requested. The Company may require payment from the holders of Right Certificates of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up or combination or exchange of such Right Certificates.
Subject to the provisions of Section 11.1.2, at any time after the Distribution Date and prior to the Expiration Date, upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or
RENTECH, INC. ï 2015 Proxy Statement A-7
ANNEX A |
mutilation of a Right Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and, at the Companys request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Right Certificate if mutilated, the Company will make and deliver a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of the Right Certificate so lost, stolen, destroyed or mutilated.
Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.
7.1. Exercise of Rights. Subject to Section 11.1.2 and except as otherwise provided herein, the registered holder of any Right Certificate may exercise the Rights evidenced thereby in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed and properly completed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for the total number of one ten-thousandths of a share of Preferred Stock (or other securities, cash or other assets) as to which the Rights are exercised, at or prior to the time (the Expiration Date) that is the earliest of (i) the close of business on August 5, 2014 (the Final Expiration Date), (ii) the time at which the Rights are redeemed as provided in Section 23 (the Redemption Date), (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13.3 at which time the Rights are deemed terminated, (iv) the time at which the Rights are exchanged as provided in Section 27, (v) the close of business on August 5, 2012, if Stockholder Approval has not been obtained by that date, or (vi) the time at which the Board determines that the NOLs are fully utilized or no longer available under Section 382 of the Code or that an ownership change under Section 382 of the Code would not adversely impact in any material respect the time period in which the Company could use the NOLs, or materially impair the amount of the NOLs that could be used by the Company in any particular time period, for applicable tax purposes.
7.2. Purchase. The Purchase Price for each one ten-thousandth of a share of Preferred Stock pursuant to the exercise of a Right shall be initially $3.75, shall be subject to adjustment from time to time as provided in Sections 11, 13 and 26 and shall be payable in lawful money of the United States of America in accordance with Section 7.3.
7.3. Payment Procedures. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed and properly completed, accompanied by payment of the aggregate Purchase Price for the total number of one ten-thousandths of a share of Preferred Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashiers check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the Preferred Stock (or make available, if the Rights Agent is the transfer agent) certificates for the number of shares of Preferred Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one ten-thousandths of a share of Preferred Stock as are to be purchased (in which case certificates for the Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to the registered holder of such Right Certificate, or upon the order of the registered holder of such Right Certificate, to such other Person as designated by such holder. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.
7.4. Partial Exercise. In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to his or her duly authorized assigns, subject to the provisions of Section 14.
7.5. Full Information Concerning Ownership. Notwithstanding anything in this Plan to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported exercise as set forth in this Section 7 unless the certification contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise shall have been duly executed and properly completed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) as the Company shall reasonably request.
A-8 RENTECH, INC. ï 2015 Proxy Statement
ANNEX A |
Section 8. Cancellation and Destruction of Right Certificates. All Right Certificates surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for cancellation or in canceled form, or, if surrendered to the Rights Agent, shall be canceled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Plan. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. Subject to applicable law and regulation, the Rights Agent shall maintain in a retrievable database electronic records or physical records of all cancelled or destroyed Rights Certificates which have been cancelled or destroyed by the Rights Agent. The Rights Agent shall maintain such electronic records or physical records for the time period required by applicable law and regulation. Upon written request of the Company (and at the expense of the Company), the Rights Agent shall provide to the Company or its designee copies of such electronic records or physical records relating to Rights Certificates cancelled or destroyed by the Rights Agent.
Section 9. Reservation and Availability of Capital Stock. The Company covenants and agrees that, from and after the Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued Preferred Stock (and, following the occurrence of a Trigger Event, out of its authorized and unissued Common Stock or other securities or out of its shares held in its treasury) the number of shares of Preferred Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) that will be sufficient to permit the exercise in full of all outstanding Rights.
So long as the Preferred Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) issuable upon the exercise of Rights may be listed on the NYSE Amex or any other national securities exchange or traded in the over-the-counter market, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed or admitted to trading on the NYSE Amex or such other exchange or market upon official notice of issuance upon such exercise.
The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares.
From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary, to permit the issuance of Preferred Stock upon the exercise of Rights, to register and qualify such Preferred Stock under the Securities Act and any applicable state securities or Blue Sky laws (to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time for a period of time not to exceed one hundred twenty (120) days in any particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement that the Board determines to be necessary and appropriate under applicable law. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Plan to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective.
The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates for the Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the registered holder of such Right Certificate at the time of surrender) or until it has been established to the Companys satisfaction that no such tax is due.
Section 10. Preferred Stock Record Date. Each Person in whose name any certificate for Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that
RENTECH, INC. ï 2015 Proxy Statement A-9
ANNEX A |
if the date of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Stock for which the Rights shall be exercisable, including, without limitation, the right to vote or to receive dividends or other distributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Section 11. Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of shares of Preferred Stock or other securities or property purchasable upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.
11.1. Post-Execution Events.
11.1.1. Corporate Dividends, Reclassifications, Etc. In the event the Company shall, at any time after the date of this Plan, (A) declare and pay a dividend on the Preferred Stock payable in Preferred Stock, (B) subdivide the outstanding Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller number of shares of Preferred Stock or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11.1.1, the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. If an event occurs which would require an adjustment under both Section 11.1.1 and Section 11.1.2, the adjustment provided for in this Section 11.1.1 shall be in addition to, and shall be made prior to, the adjustment required pursuant to, Section 11.1.2.
11.1.2. Acquiring Person Events; Triggering Events. Subject to Section 27, in the event that a Trigger Event occurs, then, from and after the first occurrence of such event, each holder of a Right, except as provided below, shall thereafter have a right to receive, upon exercise thereof at a price per Right equal to the then current Purchase Price multiplied by the number of one ten-thousandths of a share of Preferred Stock for which a Right is then exercisable (without giving effect to this Section 11.1.2), in accordance with the terms of this Plan and in lieu of Preferred Stock, such number of shares of Common Stock as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one ten-thousandths of a share of Preferred Stock for which a Right is then exercisable (without giving effect to this Section 11.1.2) and (y) dividing that product by 50% of the current per share market price of the Common Stock (determined pursuant to Section 11.4) on the first of the date of the occurrence of, or the date of the first public announcement of, a Trigger Event (the Adjustment Shares); provided that the Purchase Price and the number of Adjustment Shares shall thereafter be subject to further adjustment as appropriate in accordance with Section 11.6. Notwithstanding the foregoing, upon and after the occurrence of a Trigger Event, any Rights that are or were acquired or Beneficially Owned by (1) any Acquiring Person, (2) a transferee of any Acquiring Person who becomes a transferee after the Acquiring Person becomes such, or (3) a transferee of any Acquiring Person who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect avoidance of this Section 11.1.2, and subsequent transferees, shall become void without any further action, and any holder (whether or not such holder is an Acquiring Person) of such Rights shall thereafter have no right to exercise such Rights under any provision of this Plan or otherwise. From and after the Trigger Event, no Right Certificate shall be issued pursuant to Section 3 or Section 6 that represents Rights that are or have become void pursuant to the provisions of this paragraph, and any Right Certificate delivered to the Rights Agent that represents Rights that are or have become void pursuant to the provisions of this paragraph shall be canceled.
The Company shall use all reasonable efforts to ensure that the provisions of this Section 11.1.2 are complied with, but shall have no liability to any holder of Right Certificates or any other Person as a result of its failure to make any determinations with respect to any Acquiring Person or transferees hereunder.
A-10 RENTECH, INC. ï 2015 Proxy Statement
ANNEX A |
From and after the occurrence of an event specified in Section 13.1, any Rights that theretofore have not been exercised pursuant to this Section 11.1.2 shall thereafter be exercisable only in accordance with Section 13 and not pursuant to this Section 11.1.2.
11.1.3. Insufficient Shares. The Company may at its option substitute for Common Stock issuable upon the exercise of Rights in accordance with the foregoing Section 11.1.2 a number of shares of Preferred Stock or fraction thereof such that the current per share market price of one share of Preferred Stock multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock. In the event that upon the occurrence of a Trigger Event there shall not be sufficient Common Stock authorized but unissued, or held by the Company as treasury shares, to permit the exercise in full of the Rights in accordance with the foregoing Section 11.1.2, the Company shall take all such action as may be necessary to authorize additional Common Stock for issuance upon exercise of the Rights, provided, however, that if the Company determines that it is unable to cause the authorization of a sufficient number of additional shares of Common Stock, then, in the event the Rights become exercisable, the Company, with respect to each Right and to the extent necessary and permitted by applicable law and any agreements or instruments in effect on the date hereof to which it is a party, shall: (A) determine the excess of (1) the value of the Adjustment Shares issuable upon the exercise of a Right (the Current Value), over (2) the Purchase Price (such excess, the Spread) and (B) with respect to each Right (other than Rights which have become void pursuant to Section 11.1.2), make adequate provision to substitute for the Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, (3) Preferred Stock, (4) other equity securities of the Company (including, without limitation, shares, or fractions of shares, of preferred stock which, by virtue of having dividend, voting and liquidation rights substantially comparable to those of the Common Stock, the Board has deemed in good faith to have substantially the same value as the Common Stock) (each such share of preferred stock or fractions of shares of preferred stock constituting a common stock equivalent)), (5) debt securities of the Company, (6) other assets or (7) any combination of the foregoing having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking firm selected in good faith by the Board; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the occurrence of a Trigger Event, then the Company shall be obligated to deliver, to the extent necessary and permitted by applicable law and any agreements or instruments in effect on the date hereof to which it is a party, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, Common Stock (to the extent available) and then, if necessary, such number or fractions of Preferred Stock (to the extent available) and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board shall determine in good faith that it is unlikely that sufficient additional Common Stock would be authorized for issuance upon exercise in full of the Rights within the thirty (30) day period set forth above, such period may be extended and re-extended to the extent necessary, but not more than ninety (90) days following the occurrence of a Trigger Event, in order that the Company may seek stockholder approval for the authorization of such additional shares (such period as may be extended, the Substitution Period). To the extent that the Company determines that some actions need be taken pursuant to the second and/or third sentences of this Section 11.1.3, the Company (x) shall provide that such action shall apply uniformly to all outstanding Rights, and (y) may suspend the exercisability of the Rights until the expiration of the Substitution Period in order to seek any authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended as well as a public announcement at such time as the suspension is no longer in effect. For purposes of this Section 11.1.3, the value of a share of Common Stock shall be the current per share market price (as determined pursuant to Section 11.4) on the date of the occurrence of a Trigger Event and the value of any common stock equivalent shall be deemed to have the same value as the Common Stock on such date. The Board may, but shall not be required to, establish procedures to allocate the right to receive Common Stock upon the exercise of the Rights among holders of Rights pursuant to this Section 11.1.3.
11.2. Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same rights, privileges and preferences as the Preferred Stock (equivalent preferred stock)) or securities convertible into Preferred Stock or equivalent preferred stock at a price per share of Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock or equivalent preferred stock) less than the current per share market price of the Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock and/or shares of equivalent preferred stock to be
RENTECH, INC. ï 2015 Proxy Statement A-11
ANNEX A |
offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.
11.3. Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of the Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness, cash, securities or assets (other than a regular periodic cash dividend at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at a rate not in excess of 50% of the average net income per share of the Company for the four quarters ended immediately prior to the payment of such dividend, or a dividend payable in Preferred Stock (which dividend, for purposes of this Plan, shall be subject to the provisions of Section 11.1.1(A))) or convertible securities, or subscription rights or warrants (excluding those referred to in Section 11.2), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the current per share market price of the Preferred Stock (as determined pursuant to Section 11.4) on such record date, less the fair market value (as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the cash, assets, securities or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one share of Preferred Stock and the denominator of which shall be such current per share market price of the Preferred Stock (as determined pursuant to Section 11.4); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.
11.4. Current Per Share Market Value.
11.4.1. General. For the purpose of any computation hereunder, the current per share market price of any security (a Security for the purpose of this Section 11.4.1) on any date shall be deemed to be the average of the daily closing prices per share of such Security for the thirty (30) consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date; provided, however, that in the event that the current per share market price of the Security is determined during any period following the announcement by the issuer of such Security of (i) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares or (ii) any subdivision, combination or reclassification of such Security, and prior to the expiration of thirty (30) Trading Days after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the current market price per share equivalent of such Security. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NYSE Amex or, if the Security is not listed or admitted to trading on the NYSE Amex, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported thereby or such other system then in use, or, if on any such date the Security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by the Board. If on any such date no such market maker is making a market in the Security, the fair value of the Security on such date as determined in good faith by the Board shall be used. The term Trading Day shall mean a day on which the principal national securities exchange on which the Security is listed or admitted to trading is open for the transaction of business or, if the Security is not listed or admitted to trading on any national securities exchange, a Business Day. If the Security is not publicly held or not so listed or traded, or if on any such date the Security is not so quoted and no such market maker is making a market in the Security, current per share market price shall mean the fair
A-12 RENTECH, INC. ï 2015 Proxy Statement
ANNEX A |
value per share as determined in good faith by the Board or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board, which shall have the duty to make such determination in a reasonable and objective manner, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.
11.4.2. Preferred Stock. Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the current per share market price of the Preferred Stock shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the current per share market price of the Preferred Stock cannot be determined in the manner described in Section 11.4.1, the current per share market price of the Preferred Stock shall be conclusively deemed to be an amount equal to 10,000 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock occurring after the date of this Plan) multiplied by the current per share market price of the Common Stock (as determined pursuant to Section 11.4.1). If neither the Common Stock nor the Preferred Stock are publicly held or so listed or traded, or if on any such date neither the Common Stock nor the Preferred Stock are so quoted and no such market maker is making a market in either the Common Stock or the Preferred Stock, current per share market price of the Preferred Stock shall mean the fair value per share as determined in good faith by the Board, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Plan, the current per share market price of one ten-thousandth of a share of Preferred Stock shall be equal to the current per share market price of one share of Preferred Stock divided by 10,000.
11.5. Insignificant Changes. No adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price. Any adjustments which by reason of this Section 11.5 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one-hundred thousandth of a share of Preferred Stock or the nearest ten-thousandth of a share of Common Stock or other share or security, as the case may be.
11.6. Shares Other Than Preferred Stock. If as a result of an adjustment made pursuant to Section 11.1, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Sections 11.1, 11.2, 11.3, 11.5, 11.8, 11.9 and 11.13, and the provisions of Sections 7, 9, 10, 13 and 14 with respect to the Preferred Stock shall apply on like terms to any such other shares.
11.7. Rights Issued Subsequent to Adjustment. All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right to purchase, at the adjusted Purchase Price, the number of one ten-thousandths of a share of Preferred Stock and shares of other capital stock or other securities, assets or cash of the Company, if any, purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.
11.8. Effect of Adjustments. Unless the Company shall have exercised its election as provided in Section 11.9, upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11.2 and 11.3, each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one ten-thousandths of a share of Preferred Stock (calculated to the nearest one-hundred thousandth of a share of Preferred Stock) obtained by (i) multiplying (x) the number of one ten-thousandths of a share of Preferred Stock covered by a Right immediately prior to this adjustment by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price and (ii) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price.
11.9. Adjustment in Number of Rights. The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in substitution for any adjustment in the number of one ten-thousandths of a share of Preferred Stock issuable upon the exercise of a Right. Each of the Rights outstanding after such adjustment of the number of Rights shall be exercisable for the number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at least ten (10) days
RENTECH, INC. ï 2015 Proxy Statement A-13
ANNEX A |
later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11.9, the Company may, as promptly as practicable, cause to be distributed to holders of record of Right Certificates on such record date Right Certificates evidencing, subject to Section 14, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of Right Certificates on the record date specified in the public announcement.
11.10. Right Certificates Unchanged. Irrespective of any adjustment or change in the Purchase Price or the number of one ten-thousandths of a share of Preferred Stock issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price per share and the number of one ten-thousandths of a share of Preferred Stock which were expressed in the initial Right Certificates issued hereunder.
11.11. Par Value Limitations. Before taking any action that would cause an adjustment reducing the Purchase Price below one ten-thousandth of the then par value, if any, of the Preferred Stock or other shares of capital stock issuable upon exercise of the Rights, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable Preferred Stock or other such shares at such adjusted Purchase Price.
11.12. Deferred Issuance. In any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of that number of shares of Preferred Stock and shares of other capital stock or securities of the Company, if any, issuable upon such exercise over and above the Preferred Stock and shares of other capital stock or other securities, assets or cash of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holders right to receive such additional shares upon the occurrence of the event requiring such adjustment.
11.13. Reduction in Purchase Price. Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it in its sole discretion shall determine to be advisable in order that any consolidation or subdivision of the Preferred Stock, issuance wholly for cash of any of the Preferred Stock at less than the current market price, issuance wholly for cash of Preferred Stock or securities which by their terms are convertible into or exchangeable for Preferred Stock, dividends on Preferred Stock payable in Preferred Stock or issuance of rights, options or warrants referred to hereinabove in this Section 11, hereafter made by the Company to holders of its Preferred Stock shall not be taxable to such stockholders.
11.14. Company Not to Diminish Benefits of Rights. The Company covenants and agrees that after the earlier of the Stock Acquisition Date or Distribution Date it will not, except as permitted by Section 23, Section 26 or Section 27, take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights.
11.15. Adjustment of Rights Associated with Common Stock. Notwithstanding anything contained in this Plan to the contrary, in the event that the Company shall at any time after the date hereof and prior to the Distribution Date (i) declare or pay any dividend on the outstanding Common Stock payable in shares of Common Stock, (ii) effect a subdivision or consolidation of the outstanding Common Stock (by reclassification or otherwise than by the payment of dividends payable in shares of Common Stock), or (iii) combine the outstanding Common Stock into a greater or lesser number of shares of Common Stock, then in any such case, the number of Rights associated with each share of Common Stock then outstanding, or issued or delivered thereafter but prior to the Distribution Date or in accordance with Section 22 shall be proportionately adjusted so that the number of Rights thereafter associated with each share of Common Stock following any such event shall equal the result obtained by multiplying the number of Rights associated with each share of Common Stock immediately prior to such event by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to the occurrence of the event and the denominator of which shall be the total number of shares of Common Stock outstanding immediately following the occurrence of such event. The adjustments provided for in this Section 11.15 shall be made successively whenever such a dividend is declared or paid or such a subdivision, combination or consolidation is effected.
Section 12. Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 or 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of
A-14 RENTECH, INC. ï 2015 Proxy Statement
ANNEX A |
the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock or the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate (or, if before the Distribution Date, to each holder of a certificate representing shares of Common Stock or Book Entry Shares in respect thereof) in accordance with Section 25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.
Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power.
13.1. Certain Transactions. In the event that, from and after the first occurrence of a Trigger Event, directly or indirectly, (A) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation, (B) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other Person or cash or any other property, or (C) the Company shall sell, exchange, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell, exchange, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more wholly-owned Subsidiaries of the Company in one or more transactions each of which complies with Section 11.14), then, and in each such case, proper provision shall be made so that (i) each holder of a Right (other than Rights which have become void pursuant to Section 11.1.2) shall thereafter have the right to receive, upon the exercise thereof at a price per Right equal to the then current Purchase Price multiplied by the number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Trigger Event (as subsequently adjusted pursuant to Sections 11.1.1, 11.2, 11.3, 11.8, 11.9 and 11.12), in accordance with the terms of this Plan and in lieu of Preferred Stock or Common Stock, such number of validly authorized and issued, fully paid, non-assessable and freely tradable Common Stock of the Principal Party (as such term is hereinafter defined) not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (x) multiplying the then current Purchase Price by the number of one ten-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Trigger Event (as subsequently adjusted pursuant to Sections 11.1.1, 11.2, 11.3, 11.8, 11.9 and 11.12) and (y) dividing that product by 50% of the then current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11.4) on the date of consummation of such consolidation, merger, sale or transfer; provided that the price per Right so payable and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall thereafter be subject to further adjustment as appropriate in accordance with Section 11.6 to reflect any events covered thereby occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all of the obligations and duties of the Company pursuant to this Plan; (iii) the term Company shall thereafter be deemed to refer to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock in accordance with Section 9) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Stock thereafter deliverable upon the exercise of the Rights; provided that, upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13.1, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13.1, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement confirming that the requirements of this Section 13.1 and Section 13.2 shall promptly be performed in accordance with their terms and that such consolidation, merger, sale or transfer of assets shall not result in a default by the Principal Party under this Plan as the same shall have been assumed by the Principal Party pursuant to this Section 13.1 and Section 13.2 and providing that, as soon as practicable after executing such agreement pursuant to this Section 13, the Principal Party, at its own expense, shall:
(1) prepare and file a registration statement under the Securities Act, if necessary, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, use its best efforts to cause such registration statement to become effective as soon as practicable after such filing and use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date and similarly comply with applicable state securities laws;
RENTECH, INC. ï 2015 Proxy Statement A-15
ANNEX A |
(2) use its best efforts, if the Common Stock of the Principal Party shall be listed or admitted to trading on the NYSE Amex or on another national securities exchange, to list or admit to trading (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on the NYSE Amex or such securities exchange;
(3) deliver to holders of the Rights historical financial statements for the Principal Party which comply in all respects with the requirements for registration on Form 10 (or any successor form) under the Exchange Act; and
(4) obtain waivers of any rights of first refusal or preemptive rights in respect of the Common Stock of the Principal Party subject to purchase upon exercise of outstanding Rights.
In case the Principal Party has provision in any of its authorized securities or in its articles or certificate of incorporation or by-laws or other instrument governing its corporate affairs, which provision would have the effect of (i) causing such Principal Party to issue (other than to holders of Rights pursuant to this Section 13), in connection with, or as a consequence of, the consummation of a transaction referred to in this Section 13, Common Stock or common stock equivalents of such Principal Party at less than the then current market price per share thereof (determined pursuant to Section 11.4) or securities exercisable for, or convertible into, Common Stock or common stock equivalents of such Principal Party at less than such then current market price (other than to holders of Rights pursuant to this Section 13), or (ii) providing for any special payment, taxes or similar provision in connection with the issuance of the Common Stock of such Principal Party pursuant to the provision of Section 13, then, in such event, the Company hereby agrees with each holder of Rights that it shall not consummate any such transaction unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing that the provision in question of such Principal Party shall have been canceled, waived or amended, or that the authorized securities shall be redeemed, so that the applicable provision will have no effect in connection with, or as a consequence of, the consummation of the proposed transaction.
The Company covenants and agrees that it shall not, at any time after the Trigger Event, enter into any transaction of the type described in clauses (A) through (C) of this Section 13.1 if (i) at the time of or immediately after such consolidation, merger, sale, transfer or other transaction there are any rights, warrants or other instruments or securities outstanding or agreements in effect which would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights, (ii) prior to, simultaneously with or immediately after such consolidation, merger, sale, transfer or other transaction, the stockholders of the Person who constitutes, or would constitute, the Principal Party for purposes of Section 13.2 shall have received a distribution of Rights previously owned by such Person or (iii) the form or nature of organization of the Principal Party would preclude or limit the exercisability of the Rights. The provisions of this Section 13 shall similarly apply to successive transactions of the type described in clauses (A) through (C) of this Section 13.1.
13.2. Principal Party. Principal Party shall mean:
(i) in the case of any transaction described in clauses (A) or (B) of the first sentence of Section 13.1: (i) the Person that is the issuer of the securities into which the Common Stock is converted in such merger or consolidation, or, if there is more than one such issuer, the issuer the Common Stock of which has the greatest aggregate market value of shares outstanding, or (ii) if no securities are so issued, (x) the Person that is the other party to the merger, if such Person survives said merger, or, if there is more than one such Person, the Person the Common Stock of which has the greatest aggregate market value of shares outstanding or (y) if the Person that is the other party to the merger does not survive the merger, the Person that does survive the merger (including the Company if it survives) or (z) the Person resulting from the consolidation; and
(ii) in the case of any transaction described in clause (C) of the first sentence in Section 13.1, the Person that is the party receiving the greatest portion of the assets or earning power transferred pursuant to such transaction or transactions, or, if each Person that is a party to such transaction or transactions receives the same portion of the assets or earning power so transferred or if the Person receiving the greatest portion of the assets or earning power cannot be determined, whichever of such Persons is the issuer of Common Stock having the greatest aggregate market value of shares outstanding; provided, however, that in any such case described in the foregoing clause (i) or (ii) of this Section 13.2, if the shares of Common Stock of such Person are not at such time or have not been continuously over the preceding 12-month period registered under Section 12 of the Exchange Act, then (1) if such Person is a direct or indirect Subsidiary of another Person the shares of Common Stock of which are and have been so registered, the term Principal Party shall refer to such other Person, or (2) if such Person is a Subsidiary, directly or indirectly, of more than one Person, the shares of Common Stock of all of which are and have been so registered, the term Principal Party shall refer to whichever of such Persons is the issuer of Common Stock having the greatest aggregate market value of shares outstanding, or (3) if such Person is owned, directly or indirectly, by a joint venture formed by two or more Persons that are not owned, directly or indirectly, by the same Person, the rules set forth in clauses (1) and (2) above shall apply to each of the owners having an interest in the venture as if the Person owned by the joint venture was a Subsidiary of both or all of such joint venturers, and the Principal Party in each such case shall bear the obligations set forth in this Section 13 in the same ratio as its interest in such Person bears to the total of such interests.
A-16 RENTECH, INC. ï 2015 Proxy Statement
ANNEX A |
13.3. Approved Acquisitions. Notwithstanding anything contained herein to the contrary, upon the consummation of any merger or other acquisition transaction of the type described in clause (A), (B) or (C) of Section 13.1 involving the Company pursuant to a merger or other acquisition agreement between the Company and any Person which agreement has been approved by the Board prior to any Person becoming an Acquiring Person, this Plan and the rights of holders of Rights hereunder shall be terminated in accordance with Section 7.1.
Section 14. Fractional Rights and Fractional Shares.
14.1. Cash in Lieu of Fractional Rights. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights (except prior to the Distribution Date in accordance with Section 11.15). In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14.1, the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NYSE Amex or, if the Rights are not listed or admitted to trading on the NYSE Amex, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the NYSE Amex or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board. If on any such date no such market maker is making a market in the Rights, the current market value of the Rights on such date shall be the fair value of the Rights as determined in good faith by the Board, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.
14.2. Cash in Lieu of Fractional Shares of Preferred Stock. The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) upon exercise or exchange of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of one ten-thousandth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as Beneficial Owners of the Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company shall pay to the registered holders of Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current per share market price of one share of Preferred Stock (as determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.
14.3. Cash in Lieu of Fractional Shares of Common Stock. The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock (as determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.
14.4. Waiver of Right to Receive Fractional Rights or Shares. The holder of a Right by the acceptance of the Rights expressly waives his right to receive any fractional Rights or any fractional shares upon exercise or exchange of a Right, except as permitted by this Section 14.
Section 15. Rights of Action. All rights of action in respect of this Plan, except the rights of action given to the Rights Agent under Section 18, are vested in the respective registered holders of the Right Certificates (and, prior to the Distribution Date, the registered holders of the Common Stock); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock), may, in his own behalf and for his own benefit, enforce this Plan, and may institute and maintain any suit, action or proceeding against the Company to enforce this Plan, or otherwise enforce or act in respect of his
RENTECH, INC. ï 2015 Proxy Statement A-17
ANNEX A |
right to exercise the Rights evidenced by such Right Certificate (or, prior to the Distribution Date, such Common Stock) in the manner provided in such Right Certificate and in this Plan. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Plan and shall be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violations of, the obligations of any Person (including, without limitation, the Company) subject to this Plan.
Section 16. Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common Stock;
(b) as of and after the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer with all required certifications completed; and
(c) the Company and the Rights Agent may deem and treat the Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate or Book Entry Shares) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificates or the associated Common Stock certificate or Book Entry Shares made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
Section 17. Right Certificate Holder Not Deemed a Stockholder. No holder, as such, of any Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the Preferred Stock or any other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Right Certificate be construed to confer upon the holder of any Right Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in Section 24), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Right Certificate shall have been exercised in accordance with the provisions hereof.
Section 18. Concerning the Rights Agent. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Plan and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Plan, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.
The Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Plan in reliance upon any Right Certificate or certificate for the Preferred Stock or the Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons.
Section 19. Merger or Consolidation or Change of Name of Rights Agent. Any corporation or limited liability company or other entity into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any corporation or limited liability company or other entity resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any corporation or limited liability company succeeding to the corporate trust or stock transfer business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Plan without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation or limited liability company or other entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21. In case at the time such successor Rights Agent shall succeed to the agency created by this Plan, any of the Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Right Certificates so countersigned; and in case at that time any of the Right Certificates shall not have been countersigned, any successor Rights Agent may countersign such Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Plan.
A-18 RENTECH, INC. ï 2015 Proxy Statement
ANNEX A |
In case at any time the name of the Rights Agent shall be changed and at such time any of the Right Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Right Certificates so countersigned; and in case at that time any of the Right Certificates shall not have been countersigned, the Rights Agent may countersign such Right Certificates either in its prior name or in its changed name; and in all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Plan.
Section 20. Duties of Rights Agent. The Rights Agent undertakes the duties and obligations imposed by this Plan upon the following terms and conditions, by all of which the Company and the holders of Right Certificates, by their acceptance thereof, shall be bound:
20.1. Legal Counsel. The Rights Agent may consult with legal counsel selected by it (who may be legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion.
20.2. Certificates as to Facts or Matters. Whenever in the performance of its duties under this Plan the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chief Executive Officer, the Chief Financial Officer or the General Counsel of the Company and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Plan in reliance upon such certificate.
20.3. Standard of Care. The Rights Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct.
20.4. Reliance on Plan and Right Certificates. The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Plan or in the Right Certificates (except as to its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only.
20.5. No Responsibility as to Certain Matters. The Rights Agent shall not be under any responsibility in respect of the validity of this Plan or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the validity or execution of any Right Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Plan or in any Right Certificate; nor shall it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to Section 11.1.2) or any adjustment required under the provisions of Sections 3, 11, 13, 23 or 27 or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights evidenced by Right Certificates after actual notice of any such change or adjustment); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Preferred Stock or other securities to be issued pursuant to this Plan or any Right Certificate or as to whether any Preferred Stock will, when so issued, be validly authorized and issued, fully paid and nonassessable.
20.6. Further Assurance by Company. The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Plan.
20.7. Authorized Company Officers. The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any one of the Chief Executive Officer, the Chief Financial Officer or the General Counsel of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Plan, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer or for any delay in acting while waiting for these instructions. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken or omitted by the Rights Agent with respect to its duties or obligations under this Plan and the date on and/or after which such action shall be taken or such omission shall be effective. The Rights Agent shall not be liable to the Company for any action taken by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein (which date shall not be less than three (3) Business Days after the date any such officer actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking of any such action (or the effective date in the case of omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken or omitted.
RENTECH, INC. ï 2015 Proxy Statement A-19
ANNEX A |
20.8. Freedom to Trade in Company Securities. The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Plan. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.
20.9. Reliance on Attorneys and Agents. The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, omission, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, omission, default, neglect or misconduct, provided that reasonable care was exercised in the selection and continued employment thereof.
20.10. Incomplete Certificate. If, with respect to any Right Certificate surrendered to the Rights Agent for exercise or transfer, the certificate contained in the form of assignment or the form of election to purchase set forth on the reverse thereof, as the case may be, has not been completed to certify the holder is not an Acquiring Person, the Rights Agent shall not take any further action with respect to such requested exercise or transfer without first consulting with the Company.
20.11. Rights Holders List. At any time and from time to time after the Distribution Date, upon the request of the Company, the Rights Agent shall promptly deliver to the Company a list, as of the most recent practicable date (or as of such earlier date as may be specified by the Company), of the holders of record of Rights.
Section 21. Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Plan upon thirty (30) days notice in writing mailed to the Company and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Common Stock and/or Preferred Stock, as applicable, by registered or certified mail. Following the Distribution Date, the Company shall promptly notify the holders of the Right Certificates by first-class mail of any such resignation. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Plan as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon thirty (30) days notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and/or Preferred Stock, as applicable, reputable overnight courier (e.g., FedEx), postage prepaid, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the resigning, removed, or incapacitated Rights Agent shall remit to the Company, or to any successor Rights Agent designated by the Company, all books, records, funds, certificates or other documents or instruments of any kind then in its possession which were acquired by such resigning, removed or incapacitated Rights Agent in connection with its services as Rights Agent hereunder in accordance with the Companys request; provided, however, that notwithstanding anything in this Plan to the contrary, the Rights Agent may retain a copy of such books, records, funds, certificates or other documents or instruments to the extent necessary to meet legal, audit or regulatory requirements, including applicable law and internal retention policies. Following notice of such removal, resignation or incapacity, the Company shall appoint a successor to such Rights Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the State of New York or the State of Delaware (or any other state of the United States so long as such corporation is authorized to do business as a banking institution in such state) in good standing, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by Federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus, along with its Affiliates, of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and/or Preferred Stock, as applicable, and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.
A-20 RENTECH, INC. ï 2015 Proxy Statement
ANNEX A |
Section 22. Issuance of New Right Certificates. Notwithstanding any of the provisions of this Plan or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by its Board to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Plan. In addition, in connection with the issuance or sale of Common Stock following the Distribution Date and prior to the Expiration Date, the Company shall, with respect to Common Stock so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded, or upon exercise, conversion or exchange of securities hereinafter issued by the Company, in each case existing prior to the Distribution Date, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Right Certificate would be issued and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.
Section 23. Redemption.
23.1. Right to Redeem. The Board may, at its option, at any time prior to a Trigger Event, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.0001 per Right, appropriately adjusted to reflect any stock split, stock dividend, recapitalization or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the Redemption Price), and the Company may, at its option, pay the Redemption Price in Common Stock (based on the current per share market price, determined pursuant to Section 11.4, of the Common Stock at the time of redemption), cash or any other form of consideration deemed appropriate by the Board. The redemption of the Rights by the Board may be made effective at such time, on such basis and subject to such conditions as the Board in its sole discretion may establish.
23.2. Redemption Procedures. Immediately upon the action of the Board ordering the redemption of the Rights (or at such later time as the Board may establish for the effectiveness of such redemption), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. The Company shall promptly give public notice of such redemption; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. The Company shall promptly give, or cause the Rights Agent to give, notice of such redemption to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 27, and other than in connection with the purchase, acquisition or redemption of Common Stock prior to the Distribution Date.
Section 24. Notice of Certain Events. In case the Company shall propose at any time after the earlier of the Stock Acquisition Date and the Distribution Date (a) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular periodic cash dividend at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at a rate not in excess of 50% of the average net income per share of the Company for the four quarters ended immediately prior to the payment of such dividends, or a stock dividend on, or a subdivision, combination or reclassification of the Common Stock), or (b) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional Preferred Stock or shares of stock of any class or any other securities, rights or options, or (c) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding Preferred Stock), or (d) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person (other than pursuant to a merger or other acquisition agreement of the type excluded from the definition of Beneficial Ownership in Section 1.3), or (e) to effect the liquidation, dissolution or winding up of the Company, or (f) to declare or pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 25, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Preferred Stock and/or Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (a) or (b) above at least ten (10) days prior to the record date for determining holders of the Preferred
RENTECH, INC. ï 2015 Proxy Statement A-21
ANNEX A |
Stock for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Preferred Stock and/or Common Stock, whichever shall be the earlier.
In case any event set forth in Section 11.1.2 or Section 13 shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 25, a notice of the occurrence of such event, which notice shall describe the event and the consequences of the event to holders of Rights under Section 11.1.2 and Section 13, and (ii) all references in this Section 24 to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.
Section 25. Notices. Notices or demands authorized by this Plan to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if sent by reputable overnight courier (e.g., FedEx), postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows:
Rentech, Inc.
10877 Wilshire Boulevard, Suite 600
Los Angeles, CA 90024
Attention: General Counsel
Subject to the provisions of Section 21 and Section 24, any notice or demand authorized by this Plan to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be sufficiently given or made if sent by reputable overnight courier (e.g., FedEx), postage prepaid, addressed (until another address is filed in writing with the Company) as follows:
Computershare Trust Company, N.A.
250 Royall Street
Canton, MA 02021
Attention: Client Services
Notices or demands authorized by this Plan to be given or made by the Company or the Rights Agent to the holder of any Right Certificate (or, prior to the Distribution Date, to the holder of any certificate representing Common Stock or of any Book Entry Shares) shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company; provided, that prior to the Distribution Date a filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Plan and no other notice need be given.
Section 26. Supplements and Amendments. For so long as the Rights are then redeemable, the Company may in its sole and absolute discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Plan in any respect without the approval of any holders of Rights or Common Stock. From and after the time that the Rights are no longer redeemable, the Company may, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Plan without the approval of any holders of Rights (i) to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein or (ii) to make any other changes or provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable, including but not limited to extending the Final Expiration Date; provided, however, that no such supplement or amendment shall adversely affect the interests of the holders of Rights as such (other than an Acquiring Person), and no such supplement or amendment may cause the Rights again to become redeemable or cause this Plan again to become amendable as to an Acquiring Person, other than in accordance with this sentence; provided further, that the right of the Board to extend the Distribution Date shall not require any amendment or supplement hereunder. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 26, the Rights Agent shall execute such supplement or amendment, provided that such supplement or amendment does not adversely affect the rights, duties, or obligations of the Rights Agent under this Plan.
Section 27. Exchange.
27.1. Exchange of Common Stock for Rights. The Board may, at its option, at any time after the occurrence of a Trigger Event, exchange Common Stock for all or part of the then outstanding Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11.1.2) by exchanging at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right being hereinafter referred to as the Exchange Consideration). Notwithstanding the foregoing, the Board shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the Common Stock then outstanding. From and after the occurrence of an event specified in Section 13.1, any Rights
A-22 RENTECH, INC. ï 2015 Proxy Statement
ANNEX A |
that theretofore have not been exchanged pursuant to this Section 27.1 shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 27.1. The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Without limiting the foregoing, prior to effecting an exchange pursuant to this Section 27, the Board may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board shall then approve (the Trust Agreement). If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the Trust) all of the Common Stock issuable pursuant to the exchange (or any portion thereof that has not theretofore been issued in connection with the exchange). From and after the time at which such shares are issued to the Trust, all stockholders then entitled to receive shares pursuant to the exchange shall be entitled to receive such shares (and any dividends or distributions made thereon after the date on which such shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. Any Common Stock issued at the direction of the Board in connection herewith shall be validly issued, fully paid and nonassessable Common Stock or Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the shares so issued.
27.2. Exchange Procedures. Immediately upon the action of the Board ordering the exchange for any Rights pursuant to Section 27.1 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive the Exchange Consideration. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange shall state the method by which the exchange of the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than the Rights that have become void pursuant to the provisions of Section 11.1.2) held by each holder of Rights.
27.3. Insufficient Shares. The Company may at its option substitute, and, in the event that there shall not be sufficient Common Stock issued but not outstanding or authorized but unissued to permit an exchange of Rights for Common Stock as contemplated in accordance with this Section 27, the Company shall substitute to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred stock, as such term is defined in Section 11.2) such that the current per share market price (determined pursuant to Section 11.4) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11.4) as of the date of such exchange.
Section 28. Process to Seek Exemption Prior to Trigger Event. Any Person who desires to effect any acquisition of Common Stock that would, if consummated, result in such Person beneficially owning 4.99% (or, in the case of an Existing Holder, the Exempt Ownership Percentage) or more of the then outstanding Common Stock (a Requesting Person) may, prior to the Stock Acquisition Date and in accordance with this Section 28, request that the Board grant an exemption with respect to such acquisition under this Plan so that such Person would be deemed to be an Exempt Person under subsection (ii) of Section 1.7 hereof for purposes of this Plan (an Exemption Request). An Exemption Request shall be in proper form and shall be delivered by reputable overnight courier (e.g., FedEx), postage prepaid, to the Secretary of the Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (i) the name and address of the Requesting Person, (ii) the number and percentage of shares of Common Stock then Beneficially Owned by the Requesting Person, together with all Affiliates and Associates of the Requesting Person, and (iii) a reasonably detailed description of the transaction or transactions by which the Requesting Person would propose to acquire Beneficial Ownership of Common Stock aggregating 4.99% (or, in the case of an Existing Holder, the Exempt Ownership Percentage) or more of the then outstanding Common Stock and the maximum number and percentage of shares of Common Stock that the Requesting Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to an Exemption Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Exemption Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption in response to an Exemption Request if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Stock by the Requesting Person will not limit or impair the availability to the Company of the NOLs. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that it will not acquire Beneficial Ownership of shares of Common Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to
RENTECH, INC. ï 2015 Proxy Statement A-23
ANNEX A |
the extent the Board shall determine necessary or desirable to provide for the protection of the Companys NOLs. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company shall maintain the confidentiality of such Exemption Request and the Boards determination with respect thereto, unless the information contained in the Exemption Request or the Boards determination with respect thereto otherwise becomes publicly available. The Exemption Request shall be considered and evaluated by directors serving on the Board, or a duly constituted committee thereof, who are independent of the Company and the Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such independent and disinterested directors shall be deemed to be the determination of the Board for purposes of such Exemption Request.
Section 29. Waiver Subsequent to Stock Acquisition Date. The Board may, of its own accord or upon the request of a shareholder (a Waiver Request), subsequent to a Stock Acquisition Date and prior to the Distribution Date, and in accordance with this Section 29, grant an exemption with respect to any Acquiring Person under this Plan so that such Acquiring Person would be deemed to be an Exempt Person under subsection (ii) of Section 1.7 hereof for purposes of this Plan. A Waiver Request shall be in proper form and shall be delivered by reputable overnight courier (e.g., FedEx), postage prepaid, to the Secretary of the Company at the principal executive office of the Company. The Waiver Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, a Waiver Request shall set forth (i) the name and address of the Acquiring Person, (ii) the number and percentage of shares of Common Stock then Beneficially Owned by the Acquiring Person, together with all Affiliates and Associates of the Acquiring Person, and (iii) a reasonably detailed description of the transaction or transactions by which the Acquiring Person acquired Beneficial Ownership of Common Stock aggregating 4.99% (or, in the case of an Existing Holder, the Exempt Ownership Percentage) or more of the then outstanding Common Stock and the maximum number and percentage of shares of Common Stock that the Acquiring Person proposes to acquire. The Board shall make a determination whether to grant an exemption in response to a Waiver Request as promptly as practicable (and, in any event, within ten (10) Business Days) after receipt thereof; provided, that the failure of the Board to make a determination within such period shall be deemed to constitute the denial by the Board of the Waiver Request. The Acquiring Person shall respond promptly to reasonable and appropriate requests for additional information from the Board and its advisors to assist the Board in making its determination. The Board shall only grant an exemption for an Acquiring Person if the Board determines in its sole discretion that the acquisition of Beneficial Ownership of Common Stock by such Acquiring Person does not limit or impair the availability to the Company of the NOLs. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that such Acquiring Person agree that it will not acquire Beneficial Ownership of shares of Common Stock in excess of the maximum number and percentage of shares approved by the Board), in each case as and to the extent the Board shall determine necessary or desirable to provide for the protection of the Companys NOLs. The facts and circumstances with respect to the Trigger Event, including whether to grant an exemption, shall be considered and evaluated by directors serving on the Board, or a duly constituted committee thereof, who are independent of the Company and such Acquiring Person and disinterested with respect to the Trigger Event, and the action of a majority of such independent and disinterested directors shall be deemed to be the determination of the Board for purposes of any exemption granted pursuant to this Section 29.
Section 30. Successors. All the covenants and provisions of this Plan by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.
Section 31. Benefits of this Plan. Nothing in this Plan shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Stock) any legal or equitable right, remedy or claim under this Plan; but this Plan shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Right Certificates (and, prior to the Distribution Date, the Common Stock).
Section 32. Determination and Actions by the Board or Committee Thereof. The Board, or a duly authorized committee thereof, shall have the exclusive power and authority to administer this Plan and to exercise the rights and powers specifically granted to the Board or to the Company, or as may be necessary or advisable in the administration of this Plan, including, without limitation, the right and power to (i) interpret the provisions of this Plan and (ii) make all determinations deemed necessary or advisable for the administration of this Plan (including, without limitation, a determination to redeem or not redeem the Rights or amend this Plan). In administering this Plan and exercising the rights and powers specifically granted to the Board and to the Company hereunder, and in interpreting this Plan and making any determination hereunder, the Board, or a duly authorized committee thereof, may consider any and all facts, circumstances or information it deems to be necessary, useful or appropriate. All such actions, calculations, interpretations and determinations that are done or made by the Board, or a duly authorized committee thereof, in good faith shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties to the fullest extent permitted by applicable law.
A-24 RENTECH, INC. ï 2015 Proxy Statement
ANNEX A |
Section 33. Severability. If any term, provision, covenant or restriction of this Plan is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Plan shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
Section 34. Governing Law. This Plan and each Right Certificate issued hereunder shall be deemed to be a contract made under the internal laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.
Section 35. Counterparts. This Plan may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Plan transmitted electronically shall have the same authority, effect and enforceability as an original signature.
Section 36. Descriptive Headings. Descriptive headings of the several Sections of this Plan are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
Section 37. Force Majeure. Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.
(Signature Page Follows)
RENTECH, INC. ï 2015 Proxy Statement A-25
ANNEX A |
IN WITNESS WHEREOF, the parties hereto have caused this Plan to be duly executed, as of the day and year first above written.
RENTECH, INC. | ||
By: | /s/ Colin M. Morris | |
Name: Colin M. Morris | ||
Title: Vice President and General Counsel | ||
COMPUTERSHARE TRUST COMPANY, N.A. | ||
By: | /s/ John M. Wahl | |
Name: John M. Wall | ||
Title: Corporate Trust Officer |
(Signature Page to Tax Benefit Preservation Plan)
A-26 RENTECH, INC. ï 2015 Proxy Statement
ANNEX A |
EXHIBIT A
FORM OF ARTICLES OF AMENDMENT
to the
AMENDED AND RESTATED ARTICLES OF INCORPORATION
of
RENTECH, INC.
PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF
SERIES D JUNIOR PARTICIPATING PREFERRED STOCK
(Pursuant to Section 7-106-102 of the
Colorado Business Corporation Act)
RENTECH, INC., a Colorado corporation, (hereinafter called the Corporation), does hereby certify that pursuant to the authority conferred upon the Board of Directors (the Board of Directors) by the Amended and Restated Articles of Incorporation of the Corporation and pursuant to Section 7-106-102 of the Colorado Business Corporation Act, said Board of Directors, at a duly convened meeting held on July 29, 2011, adopted the following resolution:
RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors in accordance with the provisions of the Amended and Restated Articles of Incorporation of the Company, the Board of Directors hereby creates the Series D Preferred Stock and hereby states the designation and number of shares, and fixes the relative rights, powers and preference, and qualifications, limitations and restrictions thereof as follows:
Section 1. Designation and Amount. The shares of such series shall be designated as Series D Junior Participating Preferred Stock (the Series D Preferred Stock) and the number of shares constituting the Series D Preferred Stock shall be 45,000. Such number of shares may be increased or decreased by further resolution duly adopted by the Board of Directors and by the filing of an amendment to the Corporations Articles of Incorporation pursuant to the provisions of the Colorado Business Corporation Act stating that such reduction or increase has been so authorized; provided, that no decrease shall reduce the number of shares of Series D Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series D Preferred Stock.
Section 2. Dividends and Distributions.
(A) Subject to the prior and superior rights of the holders of any shares of any class or series of stock of this Corporation ranking prior and superior to the Series D Preferred Stock with respect to dividends, the holders of shares of Series D Preferred Stock, in preference to the holders of Common Stock, par value $0.01 per share (the Common Stock), of the Corporation, and of any other stock ranking junior to the Series D Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a Quarterly Dividend Payment Date), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series D Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 10,000 times the aggregate per share amount of all cash dividends, and 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series D Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series D Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
RENTECH, INC. ï 2015 Proxy Statement A-27
ANNEX A |
(B) The Corporation shall declare a dividend or distribution on the Series D Preferred Stock as provided in paragraph (A) of this Section 2 immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series D Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series D Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series D Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series D Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series D Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than sixty (60) days prior to the date fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of Series D Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth, each share of Series D Preferred Stock shall entitle the holder thereof to 10,000 votes on all matters submitted to a vote of the shareholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series D Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
(B) Except as otherwise provided herein, in any other amendment to the Corporations Articles of Incorporation creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series D Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation.
(C) Except as set forth herein, or as otherwise provided by law, holders of Series D Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.
(D) If, at the time of any annual meeting of shareholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series D Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series D Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at such meeting of shareholders (and at each subsequent annual meeting of shareholders), unless all dividends in arrears on the Series D Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series D Preferred Stock being entitled to cast a number of votes per share of Series D Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall serve until the next annual meeting of shareholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(D). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(D) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series D Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series D Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special
A-28 RENTECH, INC. ï 2015 Proxy Statement
ANNEX A |
voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(D) shall be in addition to any other voting rights granted to the holders of the Series D Preferred Stock in this Section 3.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or distributions payable on the Series D Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series D Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series D Preferred Stock;
(ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series D Preferred Stock, except dividends paid ratably on the Series D Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series D Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (both as to dividends and upon dissolution, liquidation or winding up) to the Series D Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for consideration any shares of Series D Preferred Stock, or any shares of stock ranking on a parity with the Series D Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Series D Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Amended and Restated Articles of Incorporation or in any amendment thereto creating a series of Preferred Stock or any similar stock or as otherwise required by law.
Section 6. Liquidation, Dissolution or Winding Up.
(A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series D Preferred Stock unless, prior thereto, the holders of Series D Preferred Stock shall have received an amount per share (the Series D Liquidation Preference) equal to $10,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Series D Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to be distributed per share to holders of Common Stock, or (ii) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series D Preferred Stock, except distributions made ratably on the Series D Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of Series D Preferred Stock were entitled immediately prior to such event under the proviso in clause (i) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event.
RENTECH, INC. ï 2015 Proxy Statement A-29
ANNEX A |
(B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series D Liquidation Preference and the liquidation preferences of all other classes and series of stock of the Corporation, if any, that rank on a parity with the Series D Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series D Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences.
(C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.
Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series D Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series D Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
Section 8. No Redemption. The Series D Preferred Stock shall not be redeemable by the Corporation.
Section 9. Rank. The Series D Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up, junior to all series of any other class of the Corporations Preferred Stock, except to the extent that any such other series specifically provides that it shall rank on a parity with or junior to the Series D Preferred Stock.
Section 10. Amendment. At any time any shares of Series D Preferred Stock are outstanding, the Corporations Articles of Incorporation shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series D Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series D Preferred Stock, voting separately as a single class.
Section 11. Fractional Shares. Series D Preferred Stock may be issued in fractions of a share that shall entitle the holder, in proportion to such holders fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series D Preferred Stock.
* * *
A-30 RENTECH, INC. ï 2015 Proxy Statement
ANNEX A |
IN WITNESS WHEREOF, RENTECH, INC. has caused this certificate to be executed on behalf of the Corporation by the undersigned authorized officer this 5th day of August, 2011.
|
Name: |
Title: |
RENTECH, INC. ï 2015 Proxy Statement A-31
ANNEX A |
EXHIBIT B
[Form of Right Certificate]
Certificate No. R- |
Rights |
NOT EXERCISABLE AFTER AUGUST 5, 2014 OR EARLIER IF NOTICE OF REDEMPTION OR EXCHANGE IS GIVEN, IF THE COMPANY IS MERGED OR ACQUIRED PURSUANT TO AN AGREEMENT OF THE TYPE DESCRIBED IN SECTION 13.3 OF THE TAX BENEFIT PRESERVATION PLAN (THE PLAN), OR IF THE BOARD OF DIRECTORS DETERMINES THAT THE NOLS ARE UTILIZED IN ALL MATERIAL RESPECTS OR NO LONGER AVAILABLE IN ANY MATERIAL RESPECT UNDER SECTION 382 OF THE CODE (AS DEFINED IN THE PLAN) OR THAT AN OWNERSHIP CHANGE UNDER SECTION 382 OF THE CODE WOULD NOT ADVERSELY IMPACT IN ANY MATERIAL RESPECT THE TIME PERIOD IN WHICH THE COMPANY COULD USE THE NOLS, OR MATERIALLY IMPAIR THE AMOUNT OF THE NOLS THAT COULD BE USED BY THE COMPANY IN ANY PARTICULAR TIME PERIOD, FOR APPLICABLE TAX PURPOSES. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SECTION 11.1.2 OF THE PLAN), RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO AN ACQUIRING PERSON (AS DEFINED IN THE PLAN), OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.
Right Certificate
RENTECH, INC.
This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Tax Benefit Preservation Plan, dated as of August 5, 2011, as the same may be amended from time to time (the Plan), between Rentech, Inc., a Colorado corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the Rights Agent), to purchase from the Company at any time after the Distribution Date and prior to 5:00 P.M. (New York time) on the earliest to occur of: (i) August 5, 2014 or (ii) August 5, 2012 if stockholder approval of the Plan has not been obtained by that date, at the offices of the Rights Agent, or its successors as Rights Agent, designated for such purpose, one ten-thousandth of a fully paid, nonassessable share of Series D Junior Participating Preferred Stock, par value $10.00 per share (the Preferred Stock), of the Company, at a purchase price of $3.75 per one ten-thousandth of a share of Preferred Stock, subject to adjustment (the Purchase Price), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase and certification duly executed. The number of Rights evidenced by this Right Certificate (and the number of one ten-thousandths of a share of Preferred Stock which may be purchased upon exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of , 20 , based on the Preferred Stock as constituted at such date. Capitalized terms used in this Right Certificate without definition shall have the meanings ascribed to them in the Plan. As provided in the Plan, the Purchase Price and the number of shares of Preferred Stock which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events.
This Right Certificate is subject to all of the terms, provisions and conditions of the Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Plan are on file at the principal offices of the Company and the Rights Agent.
This Right Certificate, with or without other Right Certificates, upon surrender at the offices of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths of a share of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised.
Subject to the provisions of the Plan, the Board may, at its option, (i) redeem the Rights evidenced by this Right Certificate at a redemption price of $.0001 per Right or (ii) exchange Common Stock for the Rights evidenced by this Certificate, in whole or in part.
A-32 RENTECH, INC. ï 2015 Proxy Statement
ANNEX A |
No fractional Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions of Preferred Stock which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash payment will be made, as provided in the Plan.
No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Plan), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Plan.
If any term, provision, covenant or restriction of the Plan is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of the Plan shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
This Right Certificate shall not be valid or binding for any purpose until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officer of the Company.
Dated as of , 20 .
RENTECH, INC. | ||
By |
| |
Title: | ||
Countersigned: | ||
COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent | ||
By |
| |
Authorized Signature |
RENTECH, INC. ï 2015 Proxy Statement A-33
ANNEX A |
Form of Reverse Side of Right Certificate
FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder
desires to transfer the Right Certificate.)
FOR VALUE RECEIVED |
hereby sells, assigns and transfers unto | ||
(Please print name and address
of transferee)
Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution.
Dated: |
| |||
Signature | ||||
Signature Medallion Guaranteed: |
||||
Signatures must be guaranteed by an eligible guarantor institution as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended, which is a member of a recognized Medallion Signature Guarantee Program.
The undersigned hereby certifies that:
(1) the Rights evidenced by this Right Certificate are not Beneficially Owned by and are not being assigned to an Acquiring Person; and
(2) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person.
Dated: |
| |||
Signature |
A-34 RENTECH, INC. ï 2015 Proxy Statement
ANNEX A |
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to
exercise the Right Certificate.)
To: Rentech, Inc.
The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Preferred Stock issuable upon the exercise of such Rights (or such other securities or property of the Company or of any other Person which may be issuable upon the exercise of the Rights) and requests that certificates for such stock (or such other securities or property of the Company or of any other Person which may be issuable upon the exercise of the Rights) be issued in the name of (or to, as the case may be):
(Please print name and address) |
||||
If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to:
Please insert social security or other identifying number | ||||
(Please print name and address) | ||||
Dated: |
|
|||||
Signature | ||||||
Signature Medallion Guaranteed: | ||||||
Signatures must be guaranteed by an eligible guarantor institution as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended, which is a member of a recognized Medallion Signature Guarantee Program.
The undersigned hereby certifies that:
(1) the Rights evidenced by this Right Certificate are not Beneficially Owned by and are not being assigned to an Acquiring Person; and
(2) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person.
Dated: |
| |||
Signature |
NOTICE
The signature in the foregoing Form of Assignment and Form of Election to Purchase must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever.
In the event the certification set forth above in the Form of Assignment or Form of Election to Purchase is not completed, the Company will deem the Beneficial Owner of the Rights evidenced by this Right Certificate to be an Acquiring Person and such Assignment or Election to Purchase will not be honored.
RENTECH, INC. ï 2015 Proxy Statement A-35
ANNEX A |
EXHIBIT C
As described in the Tax Benefit Preservation Plan, Rights which are
held by or have been held by an Acquiring Person (as defined in the
Tax Benefit Preservation Plan) and certain transferees thereof shall
become null and void and will no longer be transferable.
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK
The Board of Directors of Rentech, Inc. (the Company) declared a dividend of one preferred stock purchase right (individually, a Right and collectively, the Rights) for each share of Common Stock, par value $.01 (the Common Stock), of the Company outstanding at the close of business on August 19, 2011 (the Record Date). As long as the Rights are attached to the Common Stock, the Company will issue one Right (subject to adjustment) with each new share of Common Stock so that all such shares will have attached Rights. When exercisable, each Right will entitle the registered holder to purchase from the Company one ten-thousandth of a share of Series D Junior Participating Preferred Stock (the Preferred Stock) of the Company at a price of $3.75 per one ten-thousandth of a share of Preferred Stock, subject to certain anti-dilution adjustments (the Purchase Price). The description and terms of the Rights are set forth in a Tax Benefit Preservation Plan, dated as of August 5, 2011, as the same may be amended from time to time (the Plan), between the Company and Computershare Trust Company, N.A., as Rights Agent (the Rights Agent).
By adopting the Plan, the Board of Directors is seeking to protect the Companys ability to carry forward its net operating losses (collectively, NOLs). The Company has experienced substantial operating losses, and for federal and state income tax purposes, the Company may carry forward net operating losses in certain circumstances to offset current and future taxable income, which will reduce federal and state income tax liability, subject to certain requirements and restrictions. These federal and state NOLs are a valuable asset of the Company, which may inure to the benefit of the Company and its stockholders. However, if the Company experiences an ownership change, as defined in Section 382 of the Internal Revenue Code (the Code), its ability to use the NOLs could be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could significantly impair the value of the Companys NOL asset. Generally, an ownership change occurs if the percentage of the Companys stock owned by one or more five percent stockholders increases by more than fifty percentage points over the lowest percentage of stock owned by such stockholders at any time during the prior three-year period or, if sooner, since the last ownership change experienced by the Company. The Plan is intended to act as a deterrent to any person acquiring 4.99% or more of the outstanding shares of Common Stock without the approval of the Board of Directors. This would protect the Companys NOL asset because changes in ownership by a person owning less than 4.99% of the Common Stock are not included in the calculation of ownership change for purposes of Section 382 of the Code.
Until the earlier to occur of (i) the close of business on the tenth (10) business day following a public announcement that a person or group has acquired, or obtained the right to acquire, beneficial ownership of 4.99% or more of the Common Stock (an Acquiring Person) or (ii) the close of business on the tenth (10) business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) following the commencement or announcement of an intention to make a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 4.99% or more of the Common Stock (the earlier of (i) and (ii) being called the Distribution Date), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificates or, with respect to any uncertificated Common Stock registered in book entry form, by notation in book entry, in either case together with a copy of this Summary of Rights. The Board can postpone the Distribution Date in certain circumstances. Shares held by persons participating in a group are deemed to be beneficially owned by all persons treated as the same entity for purposes of Section 382 of the Code. The Plan provides that any person who beneficially owned 4.99% or more of the Common Stock immediately prior to the first public announcement of the adoption of the Plan (each an Existing Holder), shall not be deemed to be an Acquiring Person for purposes of the Plan unless the Existing Holder becomes the beneficial owner of (x) a percentage of the Common Stock of the Company then outstanding that is more than 1% more than the aggregate percentage of the outstanding Common Stock that such Existing Holder Beneficially Owns as of the date of the Plan or (y) less than 4.99% of the Common Stock of the Company then outstanding (after which, if the Existing Holder becomes the Beneficial Owner of 4.99% or more of the Common Stock of the Company then outstanding, the Existing Holder shall be deemed to be an Acquiring Person). The Plan includes a procedure whereby the Board of Directors will consider requests to exempt certain acquisitions of Common Stock of the Company from the applicable ownership trigger if the Board determines that the acquisition will not jeopardize or endanger the availability of the NOLs to the Company.
A-36 RENTECH, INC. ï 2015 Proxy Statement
ANNEX A |
The Plan provides that until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights), new Common Stock certificates issued after the close of business on the Record Date upon transfer or new issuance of the Common Stock will contain a notation incorporating the Plan by reference. Until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights), the surrender for transfer of any certificates for Common Stock, with or without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (Right Certificates) will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will expire, unless earlier redeemed or exchanged by the Company or terminated, on the earliest to occur of: (i) August 5, 2014, subject to the Companys right to extend such date (the Final Expiration Date), (ii) August 5, 2012 if stockholder approval of the Plan has not been obtained by that date, or (iii) the time at which the Board of Directors determines that the NOLs are utilized in all material respects or no longer available in any material respect under Section 382 of the Code or that an ownership change under Section 382 of the Code would not adversely impact in any material respect the time period in which the Company could use the NOLs, or materially impair the amount of the NOLs that could be used by the Company in any particular time period, for applicable tax purposes.
Each share of Preferred Stock purchasable upon exercise of the Rights will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of $1.00 per share or, if greater, an aggregate dividend of 10,000 times the dividend, if any, declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock will be entitled to a minimum preferential liquidation payment of $10,000 per share (plus any accrued but unpaid dividends), provided that such holders of the Preferred Stock will be entitled to an aggregate payment of 10,000 times the payment made per share of Common Stock. Each share of Preferred Stock will have 10,000 votes and will vote together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 10,000 times the amount received per share of Common Stock. Preferred Stock will not be redeemable. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stocks dividend, liquidation and voting rights, the value of one ten-thousandth of a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock.
The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock or convertible securities at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness, cash, securities or assets (excluding regular periodic cash dividends at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at a rate not in excess of 50% of the average net income per share of the Company for the four quarters ended immediately prior to the payment of such dividend, or dividends payable in Preferred Stock (which dividends will be subject to the adjustment described in clause (i) above)) or of subscription rights or warrants (other than those referred to above).
In the event that a Person becomes an Acquiring Person or if the Company were the surviving corporation in a merger with an Acquiring Person and shares of the Common Stock were not changed or exchanged, each holder of a Right, other than Rights that are or were acquired or beneficially owned by the Acquiring Person (which Rights will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of Common Stock having a market value of two times the then current Purchase Price of the Right. In the event that, after a Person has become an Acquiring Person, the Company were acquired in a merger or other business combination transaction or more than 50% of its assets or earning power were sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the then current Purchase Price of the Right.
At any time after a Person becomes an Acquiring Person and prior to the earlier of one of the events described in the last sentence of the previous paragraph or the acquisition by such Acquiring Person of 50% or more of the outstanding Common Stock, the Board of Directors may cause the Company to exchange the Rights (other than Rights owned by an Acquiring Person which will have become void), in whole or in part, for Common Stock at an exchange rate of one share of Common Stock per Right (subject to adjustment).
RENTECH, INC. ï 2015 Proxy Statement A-37
ANNEX A |
No adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Stock or Common Stock will be issued (other than fractions of Preferred Stock which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts), and in lieu thereof, a payment in cash will be made based on the market price of the Preferred Stock or Common Stock on the last trading date prior to the date of exercise.
The Rights may be redeemed in whole, but not in part, at a price of $.0001 per Right (the Redemption Price) by the Board of Directors at any time prior to the time that an Acquiring Person has become such. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company beyond those as an existing stockholder, including, without limitation, the right to vote or to receive dividends.
Any of the provisions of the Plan may be amended by the Board of Directors, or a duly authorized committee thereof, for so long as the Rights are then redeemable, and after the Rights are no longer redeemable, the Company may amend or supplement the Plan in any manner that does not adversely affect the interests of the holders of the Rights (other than an Acquiring Person).
A copy of the Plan has been filed with the Securities and Exchange Commission as an Exhibit to a Current Report on Form 8-K. A copy of the Plan is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Plan, which is incorporated herein by reference.
A-38 RENTECH, INC. ï 2015 Proxy Statement
ANNEX B |
RIGHTS PLAN AMENDMENT
RENTECH, INC.
and
COMPUTERSHARE TRUST COMPANY, N.A.
as Rights Agent
AMENDMENT
TO
TAX BENEFIT PRESERVATION PLAN
Effective as of August 1, 2014
This Amendment (this Amendment), dated as of August 1, 2014, to the Tax Benefit Preservation Plan, dated as of August 5, 2011 (the Plan), is between Rentech, Inc., a Colorado corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent).
WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Plan;
WHEREAS, the Plan, under its current terms, will expire on the close of business on August 5, 2014;
WHEREAS, pursuant to Section 26 of the Plan, the Company and the Rights Agent may from time to time supplement or amend any provision of the Plan in accordance with the provisions of Section 26 thereof;
WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and the holders of the Rights to amend and extend the Plan as provided herein; and
WHEREAS, all acts and things necessary to make this Amendment a valid agreement according to its terms have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects authorized by the Company and the Rights Agent.
NOW, THEREFORE, in consideration of the foregoing and mutual agreements set forth herein, the Company and the Rights Agent agree as follows:
(a) Amendments.
1.1. Section 2 of the Plan is amended to delete the following sentence: Contemporaneously with such appointment, if any, the Company shall notify the Rights Agent thereof.
1.2. Section 7.1 of the Plan is amended to replace (i) the reference to August 5, 2014 with August 4, 2017, and (ii) the reference to August 5, 2012 with the first Business Day following the 2015 annual Stockholder Meeting.
1.3. The second sentence of Section 18 of the Plan is amended and restated as follows:
The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction) on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Plan, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly.
RENTECH, INC. ï 2015 Proxy Statement B-1
ANNEX B |
1.4. Section 20.3 of the Plan is amended and restated in its entirety as follows:
Standard of Care. The Rights Agent shall be liable hereunder only for its own gross negligence, bad faith, and willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction). Notwithstanding anything in this Plan to the contrary, in no event will the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The provisions of Section 18 and Section 20 hereof shall survive the termination or expiration of this Plan, the exercise or expiration of the Rights and the resignation, replacement or removal of the Rights Agent.
1.5. Section 21 of the Plan is amended to delete the clause corporation organized and doing business under the laws of the State of New York and replace it with the clause Person organized and doing business under the laws of the United States, the State of New York.
1.6. All references to the date of August 5, 2014 in Exhibit B (the Form of Right Certificate) and Exhibit C (the Summary of Rights to Purchase Preferred Stock) to the Plan shall hereby be changed to August 4, 2017.
1.7. All references to the date of August 5, 2012 in Exhibit B (the Form of Right Certificate) and Exhibit C (the Summary of Rights to Purchase Preferred Stock) to the Plan shall hereby be changed to the business day following the 2015 annual stockholder meeting.
(b) Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings given to them in the Plan.
(c) Effect of Amendment. Except as expressly amended hereby, the Plan shall remain in full force and effect in accordance with its terms.
(d) Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The parties hereto further agree to replace such invalid, void or unenforceable provision of this Amendment with a valid, legal and enforceable provision that carries out the parties intentions to the greatest lawful extent under this Amendment.
(e) Governing Law. This Amendment shall be deemed to be a contract made under the internal laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.
(f) Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
(g) Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
(h) References. Any reference to the Plan contained in any agreement, instrument, notice, request, certificate, or other document executed concurrently with or after the execution and delivery of this Amendment shall be deemed to include this Amendment unless the context shall otherwise require.
(Signature page follows.)
B-2 RENTECH, INC. ï 2015 Proxy Statement
ANNEX B |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Plan to be duly executed, as of the day and year first above written.
RENTECH, INC. | ||
By: | /s/ Colin Morris | |
Name: Colin M. Morris | ||
Title: Senior VP and General Counsel | ||
COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent | ||
By: | /s/ Dennis V. Moccia | |
Name: Dennis V. Moccia | ||
Title: Manager, Contract Administration |
(Signature Page to Amendment to Plan)
RENTECH, INC. ï 2015 Proxy Statement B-3
(This page intentionally left blank)
B-4 RENTECH, INC. ï 2015 Proxy Statement
ANNEX C |
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
RENTECH, INC.
Rentech, Inc., a Colorado corporation, having its principal office at 10877 Wilshire Blvd., 10th Floor, Los Angeles, California 90024 (hereinafter referred to as the Corporation) hereby certifies to the Secretary of State of Colorado that:
FIRST: The Corporation desires to amend its Amended and Restated Articles of Incorporation filed with the Colorado Secretary of State on April 29, 2005, as amended (the Articles), in accordance with Section 7-110-106 of the Colorado Business Corporation Act, as currently in effect, as hereinafter provided.
SECOND: The following amendment to the Articles was duly adopted by the Board of Directors of the Corporation on [*].
THIRD: Thereafter, pursuant to a resolution of the Board of Directors, the amendment was submitted to, and was duly adopted by, the shareholders of the Corporation on June 17, 2015, pursuant to and in accordance with Section 7-110-103 of the Colorado Business Corporation Act.
FOURTH: Upon the filing and effectiveness (the Effective Time) pursuant to the Colorado Business Corporation Act of this amendment to the Articles, each [*] shares of Common Stock issued and outstanding immediately prior to the Effective Time or held by the Corporation as treasury stock immediately prior to the Effective Time shall be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof (the Reverse Stock Split); provided that no fractional shares shall be issued to any holder and that instead of issuing such fractional shares, the Corporation shall make a cash payment. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (Old Certificates), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional shares as described above.
IN WITNESS WHEREOF, Rentech, Inc. has caused these Articles of Amendment to be duly executed in its name and on its behalf by its this day of , 20 .
RENTECH, INC. | ||
By: |
| |
Name: | ||
Title: |
[Signature page to Articles of Amendment to Articles of Incorporation]
RENTECH, INC. ï 2015 Proxy Statement C-1
(This page intentionally left blank)
C-2 RENTECH, INC. ï 2015 Proxy Statement
ANNEX D |
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
RENTECH, INC.
Rentech, Inc., a Colorado corporation, having its principal office at 10877 Wilshire Blvd., 10th Floor, Los Angeles, California 90024 (hereinafter referred to as the Corporation) hereby certifies to the Secretary of State of Colorado that:
FIRST: The Corporation desires to amend its Amended and Restated Articles of Incorporation filed with the Colorado Secretary of State on April 29, 2005, as amended (the Articles), in accordance with Section 7-110-106 of the Colorado Business Corporation Act, as currently in effect, as hereinafter provided.
SECOND: The following amendment to the Articles was duly adopted by the Board of Directors of the Corporation on [*].
THIRD: Thereafter, pursuant to a resolution of the Board of Directors, the amendment was submitted to, and was duly adopted by, the shareholders of the Corporation on June 17, 2015, pursuant to and in accordance with Section 7-110-103 of the Colorado Business Corporation Act.
FOURTH: The Amended and Restated Articles of Incorporation are hereby amended by striking the reference to 450,000,000 in Article 4-1 and replacing it with [ ]1.
IN WITNESS WHEREOF, Rentech, Inc. has caused these Articles of Amendment to be duly executed in its name and on its behalf by its this day of , 20 .
RENTECH, INC. | ||
By: |
| |
Name: | ||
Title: |
[Signature page to Articles of Amendment to Articles of Incorporation]
1 | This amount will be the quotient of 450,000,000 divided by the number of shares being combined into one pursuant to the ratio determined by the Board in connection with the Reverse Stock Split. |
RENTECH, INC. ï 2015 Proxy Statement D-1
ANNEX D |
IMPORTANT INFORMATION CONCERNING THE RENTECH ANNUAL MEETING
Check-in begins: 7:30 am PDT | Meeting begins: 8:30 am PDT |
| Our shareholders, including joint holders, as of the close of business on April 21, 2015, the record date for the annual meeting, are entitled to attend the annual meeting on June 17, 2015. |
| All shareholders and their proxies should be prepared to present photo identification for admission to the meeting |
| If you are a registered shareholder, an admission ticket is attached to your proxy card. Please detach and bring the admission ticket with you to the meeting. Shareholders who do not present admission tickets at the meeting will be admitted only upon verification of ownership. |
| If your shares are held in the name of your broker, bank, or other nominee, you must bring to the meeting an account statement or letter from the nominee indicating that you beneficially owned the shares on April 21, 2015, the record date for voting. |
| Persons acting as proxies must bring a valid proxy from a record holder who owns shares as of the close of business on April 21, 2015. |
| Failure to present identification or otherwise comply with the above procedures will result in exclusion from the meeting. |
| Meeting attendees will not be permitted to bring cameras, mobile phones, recording equipment, electronic devices or large bags, briefcases or packages to the meeting. |
| During the Annual Meeting the Secretary will report on the matters set forth in the Notice of the Meeting and remarks about the Company will be provided by the management. Shareholders will have the opportunity to submit questions in writing to management up through the conclusion of the management presentation. |
| Please allow ample time for check-in. |
THANK YOU FOR YOUR INTEREST AND SUPPORTYOUR VOTE IS IMPORTANT!
Directions to the Sheraton Gateway Los Angeles Hotel:
From the Los Angeles International Airport:
Go east on Century Blvd. for less than one mile. Complimentary Airport Shuttle is provided to the hotel.
From Downtown Los Angeles:
Take the CA-110 South to the I-105 West toward the Los Angeles Airport. Take exit 2A toward La Cienega/Aviation Blvd. Turn left onto West Imperial Highway. Turn right onto Aviation Blvd and then make a slight left onto West Century Blvd.
From Orange County:
Take the I-405 North toward Santa Monica and then take the Century Blvd. exit toward the Los Angeles Airport. Turn left onto West Century Blvd.
D-2 RENTECH, INC. ï 2015 Proxy Statement
![]() |
||||||||||
NAME
THE COMPANY NAME INC. - COMMON THE COMPANY NAME INC. - CLASS A THE COMPANY NAME INC. - CLASS B THE COMPANY NAME INC. - CLASS C THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. - CLASS F THE COMPANY NAME INC. - 401 K
|
SHARES |
123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 | ||||||||
PAGE 1 OF 2 |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: x
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
For All |
Withhold All |
For All Except |
To withhold authority to vote for any individual nominee(s), mark For All Except and write the number(s) of the nominee(s) on the line below.
|
¨ | ||||||||||||||||||||||||||||||||||
The Board of Directors recommends you vote FOR the following: |
¨ | ¨ | ¨ | |||||||||||||||||||||||||||||||||||
1. |
Election of Directors |
![]() |
||||||||||||||||||||||||||||||||||||
Nominees
|
||||||||||||||||||||||||||||||||||||||
01
|
Keith B. Forman 02 Halbert S. Washburn | |||||||||||||||||||||||||||||||||||||
The Board of Directors recommends you vote FOR proposals 2. through 5. |
For |
Against |
Abstain |
|||||||||||||||||||||||||||||||||||
|
2. |
Approval of the amendment to the Tax Benefit Preservation Plan. |
¨ |
¨ |
¨ |
|||||||||||||||||||||||||||||||||
3. |
Approval of the Reverse Stock Split. |
¨ |
¨ |
¨ |
||||||||||||||||||||||||||||||||||
4. |
Approval of the authorized share decrease. |
¨ |
¨ |
¨ |
||||||||||||||||||||||||||||||||||
5. |
Ratification of selection of independent registered public accounting firm. |
¨ |
¨ |
¨ |
||||||||||||||||||||||||||||||||||
Please sign exactly as name appears. When shares are held by joint tenants, both should sign. When signing as attorney, as executor, administrator, trustee or guardian, please give full title as such. If a corporation or partnership, please sign in full corporate or partnership name, by authorized person. | ||||||||||||||||||||||||||||||||||||||
SHARES CUSIP # SEQUENCE # |
||||||||||||||||||||||||||||||||||||||
JOB # | ||||||||||||||||||||||||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Ticket for Admission to | ||||||||
2015 Rentech Annual Shareholders Meeting | ||||||||
Time: 8:30 am PDT, June 17, 2015 | ||||||||
Place: Sheraton Gateway Los Angeles Hotel, 6101 W. Century Boulevard, Los Angeles, California | ||||||||
Admission: This ticket will admit shareholder. Ticket for one guest can be requested upon admission to the annual meeting. Valid admission ticket and government issued picture identification required to enter meeting. | ||||||||
Detach along perforated lines and retain ticket for admission to Annual Meeting | ||||||||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report/10K Combo is/are available at www.proxyvote.com.
|
||||||
PROXY Rentech, Inc.
Annual Meeting of ShareholdersJune 17, 2015
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
|
PROXY
| |||||
The undersigned shareholder(s) of Rentech, Inc., a Colorado corporation, hereby acknowledge(s) receipt of the Proxy Statement dated May [ ], 2015, and hereby appoint(s) Colin M. Morris, Keith B. Forman, and Dan J. Cohrs, and each of them, proxy and attorney-in-fact, with full of substitution, on behalf and in the name of the undersigned at the Annual Meeting of Shareholders of Rentech, Inc., to be held at the Sheraton Gateway Los Angeles Hotel, 6101 W. Century Boulevard, Los Angeles, California on June 17, 2015 at 8:30 am PDT and at any adjournment or postponements thereof, and to vote all shares of Common Stock which the undersigned would be entitled to vote if then and there personally present, on all matters set forth on the reverse side.
This proxy will be voted as specified by you. If no choice is specified, the proxy will be voted according to the recommendations of the Board of Directors indicated on the reverse side, and according to the discretion of the persons appointed above (in accordance with the Board of Directors recommendations) for any other matters that may properly come before the meeting or any postponement or adjournment thereof.
PLEASE MARK, SIGN AND DATE THIS PROXY AND VOTE BY ONE OF THE METHODS DESCRIBED ON THE REVERSE SIDE.
(Continued, and to be signed and dated on reverse side)
|
1 Year Rentech, Inc. Chart |
1 Month Rentech, Inc. Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions