Rentech Nitrogen Partners, L.P. Announces Initial Cash Distribution from Pasadena Sale
Rentech Nitrogen Partners, L.P. (NYSE: RNF) announced today that its
Board of Directors has declared a cash distribution of $0.11 per common
unit to distribute the initial proceeds from the recent sale of its
Pasadena, Texas facility. The distribution is payable on March 31, 2016
to holders of record as of March 28, 2016. The distribution represents
initial sale proceeds of $5 million net of transaction-related fees of
approximately $0.6 million.
The Partnership also set a second record date that coincides with the
closing of the pending merger of Rentech Nitrogen and CVR Partners, LP
for rights to receive all additional cash distributions payable to
Rentech Nitrogen unitholders related to the Pasadena sale. This means
each Rentech Nitrogen unitholder as of closing of the pending merger
with CVR Partners will receive: (i) the merger consideration of 1.04
common units of CVR Partners and $2.57 of cash per common unit of
Rentech Nitrogen; (ii) the right to receive their share of a cash
working capital adjustment from the Pasadena sale, which is estimated to
be approximately $6 million and which amount is expected to be confirmed
within ninety days of the Pasadena closing; and (iii) the right to
receive their share of any potential milestone payments from the
Pasadena sale, which will be calculated as 50% of the Pasadena
Facility’s cumulative Adjusted EBITDA, as defined in the Pasadena sale
agreement, in excess of $8 million earned over the next two years. The
payment dates for the working capital distribution and the potential
milestone payment distributions will be set promptly after such funds
are received.
Qualified Notice to Nominees and Brokers
This release is intended to serve as a qualified notice to nominees and
brokers as provided for under Treasury Regulation Section 1.1446-4(b).
Please note that 100 percent of Rentech Nitrogen’s distributions to
foreign investors are attributable to income that is effectively
connected with a United States trade or business. Accordingly, Rentech
Nitrogen’s distributions to foreign investors are subject to federal
income tax withholding at the highest effective tax rate.
About Rentech Nitrogen, L.P.
Rentech Nitrogen (www.rentechnitrogen.com)
was formed by Rentech, Inc. to own, operate and expand its nitrogen
fertilizer business. Rentech Nitrogen’s East Dubuque facility is located
in the northwestern corner of Illinois, and uses natural gas as a
feedstock to produce primarily anhydrous ammonia and UAN solution for
sale to customers in the Mid Corn Belt.
Forward-Looking Statements
This press release contains forward-looking statements about matters
such as the pending merger of Rentech Nitrogen and CVR Partners and the
potential working capital and milestone payments related to the sale of
the Pasadena Facility.. These statements are based on management’s
current expectations. Actual results may differ materially as a result
of various risks and uncertainties. Other factors that could cause
actual results to differ from those reflected in the forward-looking
statements are set forth in Rentech Nitrogen’s prior press releases and
periodic public filings with the Securities and Exchange Commission,
which are available on Rentech Nitrogen’s website at www.rentechnitrogen.com.
The forward-looking statements in this press release are made as of the
date of this press release. Rentech Nitrogen does not undertake to
revise or update these forward-looking statements, except to the extent
that it is required to do so under applicable law.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160317005353/en/
Copyright Business Wire 2016
Source: Business Wire
(March 17, 2016 - 6:30 AM EDT)
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