The presentation, filed with the SEC, chronicles Rentech's history of:
- Misallocation and destruction of shareholder capital;
- Disinterest and disregard for shareholders' views, as evidenced by a strategy of actively avoiding communication with CRS on the composition of Rentech's Board of Directors (the "Board");
- Outsized corporate overhead of close to 23% of sales or ~$400K/employee; and
- Excessive executive compensation, including top quartile pay for bottom of the peer group performance.
CRS' presentation offers shareholders a well-defined plan for Rentech – one that is fundamentally aligned with shareholders' interests – and includes the following key actions:
- Seek to elect CRS' four highly qualified nominees to the Board to add needed fertilizer sector operational experience, financial expertise, and provide direct shareholder representation on the Board;
- Reduce outsized corporate overhead costs;
- Establish a disciplined capital allocation program that will evaluate the best risk-adjusted path to value creation for the wood assets, including a potential MLP; and
- Explore all value-enhancing alternatives that could benefit shareholders, including a sale of assets and/or efficient tax planning.
"We invite shareholders to review our fact-based analysis and well-reasoned plan, and judge for themselves whether the Board and management of Rentech have acted as true stewards for shareholders – or self-interested agents," said Glenn Welling, CIO of Engaged Capital and a CRS nominee. "It is time management stop subverting our plan for value creation by trying to raise significant capital before the annual meeting, rejecting overtures from competitors interested in strategic combinations, and attempting to persuade other shareholders to join the Company slate to further entrench themselves, all of which we have reason to believe they are doing. The CRS nominees are highly qualified, truly vested in the success of RTK, and have a well-defined, robust plan to preserve and unlock value for all shareholders."