According to the law firm press release, Rentech is a nitrogen fertilizer company formed by Rentech, Inc. as a publicly traded master limited partnership. The complaint alleges that Rentech and its Board violated its Limited Partnership Agreement and breached their duties to Rentech unitholders and that Rentech and CVR aided and abetted such violation, in connection with their attempt to consummate the Proposed Transaction pursuant to an unfair process and for an unfair price. In addition, the complaint alleges that Rentech and the Board, through CVR, disseminated a false and misleading Registration Statement on Form S-4 (the “S-4”) in violation of §14(a) of the 1934 Act and Rule 14a-9 promulgated thereunder in connection with the Proposed Transaction.
On August 9, 2015, Rentech and CVR entered into a definitive agreement (the “Merger Agreement”) whereby CVR would acquire all outstanding units of Rentech. Thereafter, on September 17, 2015, defendants caused the S-4 to be filed with the SEC and disseminated in connection with the Proposed Transaction. The complaint alleges the S-4 contains a number of false and misleading statements that are material to unitholders who are expected to rely upon the S-4 to determine whether to approve the Proposed Transaction. The S-4 omits a number of material facts necessary to make statements made therein not false and misleading, including the events leading to the Merger Agreement, the analyses conducted by the Board’s financial advisor, and Rentech’s prospective financial information.
On May 16, 2016, the parties entered into a Stipulation of Settlement. The Settlement was preliminarily approved by the Court on July 7. On October 6, the Court granted final approval of the Settlement and dismissed this case.