Rentech Nitrogen Partners (RNF) Declares Fasadena Facility Sale-Related Distribution

Rentech Nitrogen Partners, L.P. (NYSE: RNF) announced 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.

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