SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 3, 2010
(Exact name of registrant as specified in its charter)
|(State or other Jurisdiction of Incorporation)
||(Commission File Number)
||(IRS Employer Identification No.)
|10877 Wilshire Boulevard, Suite 600
Los Angeles, California
|(Address of Principal Executive Offices)
Registrants telephone number, including area code: (310) 571-9800
|(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Entry into a Material Definitive Agreement.
On September 3, 2010, Rentech, Inc. (Rentech or the Company) entered into a Project Support Agreement (the
Support Agreement) with ClearFuels Technology Inc. (ClearFuels). Rentech acquired a 25% ownership interest in
ClearFuels in June 2009 in exchange for a warrant to purchase Rentech common stock (the Warrant). The Warrant was
partially vested upon closing of the acquisition of ClearFuels equity with additional vesting to occur after the
closing, conditional upon ClearFuels achievement of certain milestones.
In December 2009, the Company and ClearFuels announced that they were jointly selected to receive up to $23
million as a grant from the U.S Department of Energy (DOE) to construct a biomass gasifier utilizing ClearFuels
technology at the Companys existing Product Demonstration Unit (the PDU) in Commerce City, Colorado for the
production of renewable synthetic fuels from biomass (the Project).
Pursuant to the terms of the Support Agreement, Rentech has provided the DOE with a certification of the Companys
support of the Project, and the Company has agreed to assume operational control and full decision making authority
over the Project on October 1, 2010. Rentech will be responsible for budgeted construction payments for the Project
after October 1, 2010 and will receive reimbursement from the DOE for approximately 62% of those payments and of all
costs and expenses incurred by the Company to support the Project. Those costs and expenses not reimbursed by the DOE
would be reimbursed by ClearFuels in the event that ClearFuels
completes a Qualified Financing as described below. The Company
estimates that third party cash expenses, excluding costs and expenses incurred to operate the Companys PDU in support
of the Project, will total approximately $2 million after receipt of all DOE reimbursements.
The Companys obligations with respect to the Project extend until the earlier of (a) the date that ClearFuels
closes a financing with proceeds of at least $25,000,000 (a Qualified Financing) for construction of the Project and
other technology and development efforts or (b) March 31, 2011. If a Qualified Financing occurs prior to March 31,
2011, then the Company will be repaid for any costs and expenses not already reimbursed by DOE, receive a fee equal to
15% of all such costs and expenses and receive a warrant to purchase additional ClearFuels equity at an exercise price
per share of one-half of the equity price per share in the Qualified Financing. If no Qualified Financing occurs by
March 31, 2011, then the Company will have the opportunity to exercise an option to merge with and acquire
substantially all the remaining equity of ClearFuels for no additional consideration. The terms of the Support
Agreement also amend the Warrant to extend the vesting milestone for a Qualified Financing until March 31, 2011.
The description of the Support Agreement is qualified in its entirety by reference to the full text of such
agreement which is attached hereto as Exhibit 10.1, and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
See Exhibit Index attached hereto.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 10, 2010
By: /s/ Dan J. Cohrs
Dan J. Cohrs
Executive Vice President and Chief Financial