January 27, 2006
Amanda M. Darby, Esq.
General Counsel and Secretary
Rentech, Inc.
1331 Seventeenth Street, Suite 720
Denver, Colorado 80202
Re: Rentech, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed January 4, 2006
File No. 0-19260
Dear Ms. Darby:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Please note that the proxy statement was filed under the EDGAR
form PRE 14A instead of PREM 14A. Because the proxy statement
relates
to a business combination, the code PREM 14A should be used.
2. Please disclose whether or not you received any report or
appraisal regarding the purchase of Royster. If so, please
provide
the information required by Item 14(b)(6) of Schedule 14A.
3. Please provide the information required by Items
1004(a)(2)(vii)
of Regulation M-A.
Summary
4. When you discuss the acquisition consideration, please disclose
the amount of net working capital based upon a recent practicable
date and clarify that it is based upon Royster`s net working
capital.
5. Please describe in greater detail the source of funds for the
consideration. For example, discuss that you currently have
commitments for $35 million for the financing.
Background of the Stock Purchase, page 21
6. Please disclose why you selected Royster to acquire, whether
you
considered other companies and which party made initial contact
regarding the proposed transaction.
7. In the third paragraph, please disclose who you granted the
stock
options to.
8. Please tell us with a view towards disclosure of the basis for
the
different exercise prices upon which you granted the options in
August 2004.
9. Please disclose any issues that led to the initial expiration
of
the stock purchase agreement in March 2005.
Cautionary Statement Concerning Representations . . . , page 23
10. Please note that investors are entitled to rely upon
disclosures
in your publicly filed documents, including disclosures regarding
representations and warranties contained in a stock purchase
agreement. Please revise your disclosure accordingly.
11. We note your statement "the representations and warranties are
summarized in this proxy statement solely to provide information
regarding the terms conditions of Stock Purchase Agreement and not
to
provide you with any other information regarding RCN, Rentech,
Rentech Development or Royster." The stock purchase agreement was
filed as an annex to a publicly filed document. Please revise as
appropriate to remove the implication that the referenced
agreement
and the summary thereof does not constitute a public disclosure.
Please be advised that notwithstanding the inclusion of a general
disclaimer, you are responsible for considering whether additional
specific disclosures of material information regarding material
contractual provisions are required to make the statements
included
in the proxy statement not misleading.
12. We note your statement that the representations and warranties
"are subject to modification or qualification by other disclosures
made in connection with the negotiation of their terms and
conditions
of the Stock Purchase Agreement." Please include disclosure
acknowledging that if specific material facts exist that
contradict
the representations or warranties in the agreement, you have
provided
corrective disclosure.
Additional Information, page 35
13. We note that your Form 10-K contains additional disclosure
regarding the acquisition of RCN that is not included in the
preliminary proxy statement. You also make cross-references to the
Form 10-K. Therefore, please include a statement that you are
incorporating by reference your Form 10-K.
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Please direct questions to Brigitte Lippmann at (202) 942-
0755.
You may also call the undersigned Branch Chief at (202) 942-2864,
who
supervised the review of your filing.
Sincerely,
Jennifer Hardy
Branch Chief
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Amanda M. Darby, Esq.
Rentech, Inc.
January 27, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404
DIVISION OF
CORPORATION FINANCE