Item 3.02 Unregistered Sales of Equity Securities

On June 23, 2009, Rentech, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with RTK Acquisition Sub, Inc., a wholly-owned subsidiary of the Company ("Merger Sub"), RTK Acquisition Sub, LLC, another wholly-owned subsidiary of the Company ("Second Merger Sub"), SilvaGas Holdings Corporation ("SilvaGas"), Milton Farris, as Stockholder Representative, John A. Williams, as Principal Stockholder and certain other stockholders of SilvaGas. The transactions contemplated by the Merger Agreement closed on June 30, 2009 at which time Merger Sub merged with and into SilvaGas, with SilvaGas being the surviving corporation, and immediately thereafter SilvaGas merged with and into Second Merger Sub, with Second Merger Sub surviving as a wholly owned subsidiary of the Company. As part of the closing the Company issued 14,503,670 shares of common stock to the SilvaGas stockholders, approximately 6.8 million of which were deposited with an escrow agent to support certain indemnification obligations of the SilvaGas stockholders. The issuance of such securities was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) of such Act. The Company has agreed to use commercially reasonable efforts to file a registration statement within 30 days of June 30, 2009 to register the shares for resale.

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