Item 1.01 Entry into a Material Definitive Agreement.
On August 20, 2009, Rentech, Inc. ("Rentech") entered into a placement agency agreement (the "Placement Agent Agreement") with Roth Capital Partners, LLC ("Roth") pursuant to which Roth agreed to act as Rentech's placement agent in connection with the registered direct offering of up to 8,571,428 shares of Rentech's common stock (the "Shares") to select institutional investors at a purchase price of $1.75 per share (the "Offering"). In connection with the Offering, Rentech agreed to pay Roth a fee equal to 4% of the gross proceeds received by Rentech from the Offering and will also reimburse Roth for its actual out-of-pocket expenses and certain other expenses incurred by it in the Offering not to exceed $25,000. The net proceeds to Rentech from the Offering, after deducting placement agent fees and other estimated Offering expenses, are expected to be approximately $14,299,999.
In connection with the Offering, on August 20, 2009, Rentech and an institutional investor entered into an individual subscription agreement, pursuant to which the Company agreed to sell the Shares to such investor in the Offering. The closing with respect to the sale of these Shares in the Offering is expected to occur on or about August 25, 2009, subject to satisfaction of customary closing conditions.
The Shares will be issued pursuant to a prospectus supplement which will be filed with the Securities and Exchange Commission, in connection with a shelf takedown from Rentech's registration statement on Form S-3 (File No. 333-158256) which became effective on May 20, 2009. A copy of the opinion of Holland & Hart LLP relating to the legality of the issuance and sale of the securities in the Offering is attached hereto as Exhibit 5.1.
The foregoing descriptions of the Placement Agent Agreement and subscription agreement between Rentech and the investor in the Offering do not purport to be complete and are qualified in their entirety by reference to the exhibits hereto which are incorporated herein by reference. The benefits of the representations and warranties set forth in such documents are intended only for the investor in the Offering and do not constitute continuing representations and warranties of the Company to any future or other investors.
A copy of the press release issued by Rentech announcing the Offering has been filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:

Exhibit No. Description of Exhibit 5.1 Opinion of Holland & Hart LLP. 10.1 Placement Agent Agreement, dated August 20, 2009 between Rentech, Inc. and Roth Capital Partners, LLC. 10.2 Form of Subscription Agreement. 99.1 Press Release.

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