Item 1.02 Termination of a Material Definitive Agreement.
Rentech, Inc. ("Rentech"), and RES USA, LLC, a former wholly-owned subsidiary of
Rentech ("RES"), entered into a Membership Interest Purchase and Sale Agreement,
dated as of February 28, 2014 (the "MIPSA"), with Sunshine Kaidi New Energy
Group Co., Ltd., (the "Buyer"), pursuant to which Rentech sold to the Buyer 100%
of the issued and outstanding units of RES in October 2014 (the "Sale"). Rentech
filed a copy of the MIPSA as a material definitive agreement with the Securities
and Exchange Commission on Form 8-K on March 6, 2014.
On September 9, 2016, Rentech, Rentech Energy Technology Center, LLC, ("RETC"),
Buyer, RES, Harvest International New Energy Co., Ltd. ("Harvest"), and Wuhan
Kaidi Engineering Technology Research Institute Co., LTD., ("Wuhan Kaidi")
entered into a Termination Agreement terminating the MIPSA and all ancillary
documents related thereto. The Termination Agreement only affects the
post-closing obligations of the parties and not the Sale which is complete. The
Termination Agreement provides: (i) that Buyer will pay $3.5 million to Rentech
(inclusive of a $1.1 million credit for Buyer's share of proceeds from the sale
of equipment and property); (ii) that all remaining rights and obligations of
the parties under the MIPSA and the related agreements, including any rights to
future payments or indemnities, shall terminate; and (iii) that the parties
mutually release each other from any and all claims in connection with the MIPSA
and related documents.
This Current Report on Form 8-K contains only a summary of the Termination
Agreement and is qualified in its entirety by reference to the Termination
Agreement. A copy of the Termination Agreement is attached hereto as Exhibit 2.1
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.