SEC Form 4 · accession 0000899243-16-017689
RENTECH, INC. · RTK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
GSO Special Situations Fund LP
10% Owner
GSO Credit-A Partners LP
10% Owner
GSO Credit-A Associates LLC
10% Owner
GSO Coastline Credit Partners LP
10% Owner
Period of report
Apr 1, 2016
Accepted (ET)
Apr 5, 2016 · 8:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000868725
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series E Convertible Preferred StockF1,F7,F16,F17,F18,F19,F20,F21,F2,F3 | $22.20 | Apr 1, 2016 | J | 9,885 | D | — | — | Common Stock | 445,283 | 0 | I |
| Series E Convertible Preferred StockF1,F8,F16,F17,F18,F19,F20,F21,F2,F3 | $22.20 | Apr 1, 2016 | J | 3,840 | D | — | — | Common Stock | 172,986 | 0 | I |
| Series E Convertible Preferred StockF1,F9,F16,F17,F18,F19,F20,F21,F2,F3 | $22.20 | Apr 1, 2016 | J | 3,843 | D | — | — | Common Stock | 173,113 | 0 | I |
| Series E Convertible Preferred StockF1,F10,F16,F17,F18,F19,F20,F21,F2,F3 | $22.20 | Apr 1, 2016 | J | 12,991 | D | — | — | Common Stock | 585,202 | 0 | I |
| Series E Convertible Preferred StockF1,F11,F15,F17,F18,F19,F20,F21,F2,F3 | $22.20 | Apr 1, 2016 | J | 6,667 | D | — | — | Common Stock | 300,300 | 0 | I |
| Series E Convertible Preferred StockF1,F12,F15,F17,F18,F19,F20,F21,F2,F3 | $22.20 | Apr 1, 2016 | J | 16,122 | D | — | — | Common Stock | 726,204 | 0 | I |
| Series E Convertible Preferred StockF1,F13,F16,F17,F18,F19,F20,F21,F2,F3 | $22.20 | Apr 1, 2016 | J | 28,751 | D | — | — | Common Stock | 1,295,106 | 0 | I |
| Series E Convertible Preferred StockF1,F14,F16,F17,F18,F19,F20,F21,F2,F3 | $22.20 | Apr 1, 2016 | J | 17,900 | D | — | — | Common Stock | 806,306 | 0 | I |
| Call Right (Obligation to Sell)F1,F7,F16,F17,F18,F19,F20,F21,F4,F5,F3 | — | Apr 1, 2016 | E | 9,885 | A | Feb 12, 2015 | — | Common Stock | 445,283 | 0 | I |
| Call Right (Obligation to Buy)F3,F1,F7,F16,F17,F18,F19,F20,F21,F4,F6 | — | Apr 1, 2016 | E | 445,283 | D | Feb 12, 2015 | — | Common Stock | 445,283 | 0 | I |
| Call Right (Obligation to Sell)F1,F8,F16,F17,F18,F19,F20,F21,F4,F5,F3 | — | Apr 1, 2016 | E | 3,840 | A | Feb 12, 2015 | — | Common Stock | 172,986 | 0 | I |
| Call Right (Obligation to Buy)F3,F1,F8,F16,F17,F18,F19,F20,F21,F4,F6 | — | Apr 1, 2016 | E | 172,986 | D | Feb 12, 2015 | — | Common Stock | 172,986 | 0 | I |
| Call Right (Obligation to Sell)F1,F9,F16,F17,F18,F19,F20,F21,F4,F5,F3 | — | Apr 1, 2016 | E | 3,843 | A | Feb 12, 2015 | — | Common Stock | 173,113 | 0 | I |
| Call Right (Obligation to Buy)F3,F1,F9,F16,F17,F18,F19,F20,F21,F4,F6 | — | Apr 1, 2016 | E | 173,113 | D | Feb 12, 2015 | — | Common Stock | 173,113 | 0 | I |
| Call Right (Obligation to Sell)F1,F10,F16,F17,F18,F19,F20,F21,F4,F5,F3 | — | Apr 1, 2016 | E | 12,991 | A | Feb 12, 2015 | — | Common Stock | 585,202 | 0 | I |
| Call Right (Obligation to Buy)F3,F1,F10,F16,F17,F18,F19,F20,F21,F4,F6 | — | Apr 1, 2016 | E | 585,202 | D | Feb 12, 2015 | — | Common Stock | 585,202 | 0 | I |
| Call Right (Obligation to Sell)F1,F11,F15,F17,F18,F19,F20,F21,F4,F5,F3 | — | Apr 1, 2016 | E | 6,667 | A | Feb 12, 2015 | — | Common Stock | 300,300 | 0 | I |
| Call Right (Obligation to Buy)F3,F1,F11,F15,F17,F18,F19,F20,F21,F4,F6 | — | Apr 1, 2016 | E | 300,300 | D | Feb 12, 2015 | — | Common Stock | 300,300 | 0 | I |
| Call Right (Obligation to Sell)F1,F12,F15,F17,F18,F19,F20,F21,F4,F5,F3 | — | Apr 1, 2016 | E | 16,122 | A | Feb 12, 2015 | — | Common Stock | 726,204 | 0 | I |
| Call Right (Obligation to Buy)F3,F1,F12,F15,F17,F18,F19,F20,F21,F4,F6 | — | Apr 1, 2016 | E | 726,204 | D | Feb 12, 2015 | — | Common Stock | 726,204 | 0 | I |
| Call Right (Obligation to Sell)F1,F13,F16,F17,F18,F19,F20,F21,F4,F5,F3 | — | Apr 1, 2016 | E | 28,751 | A | Feb 12, 2015 | — | Common Stock | 1,295,106 | 0 | I |
| Call Right (Obligation to Buy)F3,F1,F13,F16,F17,F18,F19,F20,F21,F4,F6 | — | Apr 1, 2016 | E | 1,295,106 | D | Feb 12, 2015 | — | Common Stock | 1,295,106 | 0 | I |
| Call Right (Obligation to Sell)F1,F14,F16,F17,F18,F19,F20,F21,F4,F5,F3 | — | Apr 1, 2016 | E | 17,900 | A | Feb 12, 2015 | — | Common Stock | 806,306 | 0 | I |
| Call Right (Obligation to Buy)F3,F1,F14,F16,F17,F18,F19,F20,F21,F4,F6 | — | Apr 1, 2016 | E | 806,306 | D | Feb 12, 2015 | — | Common Stock | 806,306 | 0 | I |
Explanation of responses
- F1On April 1, 2016, pursuant to transactions approved by the board of directors of Rentech, Inc. (the "Issuer"), the GSO Funds (as defined below) exchanged an aggregate of 100,000 Series E Convertible Preferred Stock, par value $10.00 per share (the "Series E Convertible Preferred Stock") of the Issuer held by them for an aggregate of 11,612,903 common units of CVR Partners, L.P. and $10,000,000 in cash pursuant to the terms of a certain Preferred Equity Exchange and Discharge Agreement dated as of April 1, 2016. Following such transactions, the Series E Convertible Preferred Stock is no longer outstanding and the Issuer's option to repurchase such securities is no longer exercisable.
- F10GSO Aiguille des Grands Montets Fund II LP directly holds these securities.
- F11GSO Palmetto Opportunistic Investment Partners LP directly holds these securities. GSO Palmetto Opportunistic Associates LLC is the general partner of GSO Palmetto Opportunistic Investment Partners LP.
- F12GSO Credit-A Partners LP directly holds these securities. GSO Credit-A Associates LLC is the general partner of GSO Credit-A Partners LP.
- F13GSO Special Situations Fund LP directly holds these securities.
- F14GSO Special Situations Overseas Master Fund Ltd directly holds these securities (GSO Special Situations Overseas Master Fund Ltd, together with GSO Cactus Credit Opportunities Fund LP, Steamboat Credit Opportunities Master Fund LP, GSO Coastline Credit Partners LP, GSO Aiguille des Grands Montets Fund II LP, GSO Palmetto Opportunistic Investment Partners LP, GSO Credit-A Partners LP and GSO Special Situations Fund LP, the "GSO Funds").
- F15GSO Holdings I L.L.C. is the managing member of each of GSO Palmetto Opportunistic Associates LLC and GSO Credit-A Associates LLC. Blackstone Holdings II L.P. is a managing member of GSO Holdings I L.L.C. with respect to securities beneficially owned by GSO Palmetto Opportunistic Associates LLC and GSO Credit-A Associates LLC.
- F16GSO Capital Partners LP serves as the investment manager of each of GSO Cactus Credit Opportunities Fund LP, Steamboat Credit Opportunities Master Fund LP, GSO Coastline Credit Partners LP, GSO Aiguille des Grands Montets Fund II LP, GSO Special Situations Fund LP and GSO Special Situations Overseas Master Fund Ltd. GSO Advisor Holdings L.L.C. is the special limited partner of GSO Capital Partners LP with investment and voting power over the securities beneficially owned by GSO Capital Partners LP. Blackstone Holdings I L.P. is the sole member of GSO Advisor Holdings L.L.C.
- F17Blackstone Holdings I/II GP Inc. is the general partner of each of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
- F18In addition, each of Bennett J. Goodman and J. Albert Smith III may be deemed to have shared voting power and/or investment power with respect to the securities held by the GSO Funds.
- F19Due to the limitations of the electronic filing system, GSO Holdings I L.L.C., GSO Capital Partners LP, GSO Advisor Holdings L.L.C., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings I/II GP Inc., The Blackstone Group L.P., Blackstone Group Management L.L.C., Stephen A. Schwarzman, Bennett J. Goodman and J. Albert Smith III are filing separate Forms 4.
- F2The number of shares of Common Stock, par value $0.01 per share (the "Common Stock") of the Issuer issuable upon conversion of Series E Convertible Preferred Stock was equal to the quotient of (i) the original issue price of $1,000 per share of each such share of Series E Preferred Stock divided by (ii) $22.20, subject to adjustments in the event of a stock split, stock or securities dividend, combination, recapitalization or certain other customary adjustments, with any fractional shares to be paid in cash. However, no more than an aggregate of 4,504,505 shares of Common Stock could be issued upon such conversion, subject to appropriate adjustment in the event of a stock split, stock dividend, combination or other similar recapitalization. The Series E Convertible Preferred Stock was convertible at any time, and had no expiration date.
- F20Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
- F21Each of the Reporting Persons (other than each of GSO Funds to the extent they directly hold securities reported herein), disclaims beneficial ownership of the securities held by each of the GSO Funds, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the GSO Funds to the extent they directly hold securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- F3The shares of Common Stock underlying the Series E Convertible Preferred Stock and the $22.20 conversion price reflect the Issuer's 1:10 reverse stock split effective as of August 20, 2015.
- F4Pursuant to Amendment No. 1 to a certain Subscription Agreement, dated as of February 12, 2015, entered into by and among the Issuer, GSO Capital Partners LP and the GSO Funds, subject to certain conditions, any time after February 12, 2015, the Issuer had the right to purchase all, but not less than all, of the Series E Convertible Preferred Stock held by the GSO Funds in exchange for (a) $1,000 in cash per share of Series E Convertible Preferred Stock, plus any accrued and unpaid dividends thereon and (b) warrants exercisable for the number of shares of Common Stock equal to the number of shares of Common Stock into which such GSO Fund's Series E Convertible Preferred Stock was then convertible ("Repurchase Warrants"). If issued, the Repurchase Warrants would have had an exercise price equal to the conversion price of the Series E Convertible Preferred Stock, which was $22.20 per share.
- F5Reflects the shares of Common Stock underlying the Series E Convertible Preferred Stock relating to the call right.
- F6Reflects the shares of Common Stock underlying the Repurchase Warrants relating to the call right.
- F7GSO Cactus Credit Opportunities Fund LP directly holds these securities.
- F8Steamboat Credit Opportunities Master Fund LP directly holds these securities.
- F9GSO Coastline Credit Partners LP directly holds these securities.