Rentech Advances Bio-Energy Strategy Through Acquisition of SilvaGas and Investment in ClearFuels

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Wed Jun 24, 2009 9:00am EDT

Transactions give Rentech biomass gasification technologies, licensing
agreements, and pipeline of development projects to produce renewable fuels and
power
LOS ANGELES--(Business Wire)--
Rentech, Inc. (NYSE AMEX:RTK) announced today that it has completed two
investment agreements with biomass gasification technology companies. These
agreements represent major steps forward in Rentech`s strategy of offering
integrated solutions for the conversion of various types of urban and rural
biomass feedstocks into high-value energy products such as renewable synthetic
jet fuel, diesel fuel and electric power. 

Rentech has signed a definitive agreement to acquire 100% of SilvaGas
Corporation (SilvaGas) and its commercial-scale biomass gasification technology,
which converts urban waste feedstocks into synthesis gas (syngas). 

Rentech has also executed agreements with ClearFuels Technology Inc.
(ClearFuels), a bio-energy gasification and project development company, whose
technology converts rural virgin cellulosic biomass feedstocks into syngas.
Rentech has acquired a 25% ownership interest in ClearFuels, and has agreed to
the installation of a ClearFuels biomass gasifier at the Company`s Product
Demonstration Unit (PDU). The agreement with ClearFuels provides for multiple
licensing agreements for the Rentech Process at bio-energy facilities under
development by ClearFuels. 

With the SilvaGas acquisition, Rentech acquires a biomass gasification
technology that has operated at commercial scale and is planned for deployment
at Rentech`s Rialto Renewable Energy Center under a licensing agreement with
SilvaGas. The SilvaGas gasifier can handle urban waste streams that are more
varied than the virgin biomass streams that the ClearFuels gasifier has been
optimized to convert. 

ClearFuels` technology can convert rural virgin biomass feedstocks into syngas
that is cleaner and requires less conditioning, leading to highly efficient
conversion into synthetic liquid fuels. Commercial deployment of the ClearFuels
technology first requires the construction and operation of a demonstration
scale facility, on which Rentech and ClearFuels will collaborate by placing a
ClearFuels gasifier at Rentech`s PDU in Colorado. 

Integration of these complementary gasification technologies with Rentech`s
proprietary syngas conditioning and cleanup technology and the Rentech Process
will enable Rentech to offer integrated packages for renewable fuels and power
production. These offerings can be tailored to optimize the conversion of a
variety of renewable feedstock types into ultra-clean diesel fuel, jet fuel and
electric power. 

The life-cycle carbon footprint of renewable fuels and power facilities using
either gasifier, coupled with the Rentech Fischer-Tropsch Process for synthetic
fuels, can be near zero. The renewable synthetic diesel and jet fuels produced
at these facilities will meet all applicable fuels standards, be compatible with
existing engines and pipelines, and burn cleanly, with emissions of particulates
and other regulated pollutants significantly lower than emissions of traditional
fuels. Fuels produced from the Fischer-Tropsch process are the only alternative
fuel type currently certified for use by the U.S. Air Force. These fuels are
also in the process of receiving formal certification by the Federal Aviation
Administration for use in commercial aircraft. 

The renewable fuels produced from biomass using Rentech`s technologies will meet
the federally-mandated Renewable Fuels Standard (RFS). The RFS requires minimum
annual levels of renewable fuel production in the U.S. and sets a standard that
starts at 9 billion gallons in 2008 and rises to 36 billion gallons by 2022. Of
the latter total, 21 billion gallons are required to be obtained from advanced
biofuels production. 

The renewable power produced using either gasifier is expected to qualify under
the Renewable Portfolio Standard (RPS) program, which requires utilities to
increase the amount of electric power they sell from qualified renewable energy
resources. According to the Energy Information Administration (EIA), as of
November 2008, 28 states and the District of Columbia had legislatively mandated
RPS programs. The EIA estimates that electricity generated from biomass will
comprise nearly 30 percent or 243 billion Kilowatt-hours of renewable
electricity in 2030. 

Further details on each transaction follow. 

Rentech`s Acquisition of SilvaGas Corporation and its Commercial Biomass
Gasification Technology

Rentech has signed a definitive agreement to acquire SilvaGas Corporation
(SilvaGas). SilvaGas owns patented gasification technology that has operated at
commercial scale, for the production of synthesis gas (syngas) from a variety of
urban biomass feedstocks such as woody green waste. 

By owning its own biomass gasification technology, Rentech can control and fully
integrate the technologies required for production of bio-energy, and deploy
biomass gasification facilities at lower overall cost than through continued
licensing of the technology. 

D. Hunt Ramsbottom, President and Chief Executive Officer of Rentech, commented,
"With the acquisition of SilvaGas` biomass gasification process, Rentech will
own a complete technology offering for the production of renewable fuels and
power. This biomass gasification technology provides us with the flexibility to
choose from multiple low-value urban feedstocks to produce any of several
high-value products such as jet and diesel fuels and power, depending on the
market we are in." 

Doug Miller, Executive Vice President of Renewable Energy Businesses for
Rentech, added, "With this acquisition, we believe we have an unmatched,
fully-integrated solution for the production of clean fuels from biomass. Both
biomass gasification and the clean-up and conditioning of syngas necessary for
fuels production are significant barriers to entry for the production of
renewable synthetic fuels that we believe we have overcome." 

The SilvaGas biomass gasification technology was developed with approximately
$100 million in funding from sources including private investors and the U.S.
Department of Energy (DOE). The technology has operated successfully on a
commercial scale at a facility in Burlington, VT. At this facility, a gasifier
that used the SilvaGas technology was built in partnership with the DOE,
National Renewable Energy Laboratory (NREL) and Battelle Columbus Laboratory.
The gasifier converted 400 dry tons-per-day of wood-based biomass into syngas
used for power production. The SilvaGas gasifier operated on this scale between
1998 and 2001 during a series of operating campaigns. Prior to that, the
SilvaGas process was tested at pilot scale during more than 22,000 hours of
operation. 

Rentech`s acquisition of SilvaGas Corporation will be completed as a merger of
SilvaGas Holdings into a wholly-owned subsidiary of Rentech. The initial
consideration will consist of approximately 14.7 million shares of Rentech
common stock, approximately 6.8 million of which will be held in escrow for up
to three years to provide for certain possible expenses and to support
indemnifications provided by the shareholders of SilvaGas. The shares are
subject to certain restrictions on sale. Additional consideration may be paid
upon the completion and testing of Rentech`s first commercial gasifier using the
SilvaGas technology. Depending on the performance of that gasifier, such
additional consideration may vary from zero to the sum of 6.25 million shares of
Rentech common stock and $5.5 million of shares of Rentech common stock,
evaluated at the trading price of Rentech stock at the time of determination.
The complete terms of the transaction will be available in a Form 8-K filed by
the Company. 

The small incremental operating costs associated with the merger consist mainly
of salaries and expenses for a small number of personnel and consultants with
expertise in the SilvaGas technology. Management and further development of the
SilvaGas technology will be integrated with Rentech`s existing technology
management organization. With the merger, Rentech will not pay licensing fees
that would have been payable to SilvaGas under the licensing agreement for the
Rialto Project. Rentech expects to generate licensing revenues from projects
that would use the gasifier at facilities integrated with the Rentech Process,
or separately from applications such as stand-alone renewable electric power
facilities or natural gas substitution. 

Rentech`s Acquisition of a 25% Ownership Interest in ClearFuels Technology Inc.,
a Bio-Energy Gasification and Development Company

Rentech has acquired a 25% ownership interest in ClearFuels Technology Inc.
(ClearFuels), a bio-energy gasification and project development company,
following a review of dozens of gasification technologies. 

ClearFuels, established in 1998, has exclusive rights to a proprietary flexible
biomass gasification technology platform that converts multiple rural cellulosic
biomass feedstocks such as sugarcane bagasse and virgin wood waste into clean
synthesis gas (syngas) suitable for integration with synthesis gas-to-liquids
technologies. ClearFuels` biomass gasification process will be combined with the
Rentech Fischer-Tropsch Process for the production of renewable synthetic jet
and diesel fuels at commercial-scale facilities. 

ClearFuels has signed an exclusive worldwide license with Rentech for the use of
Rentech`s patented and proprietary Fischer-Tropsch synthetic fuels technology
for the production of renewable drop-in fuels from sugarcane bagasse. ClearFuels
has also signed a license with Rentech for the use of the Rentech
Fischer-Tropsch Process for the production of renewable synthetic fuels from
virgin wood waste at up to twelve U.S.-based projects to be developed by
ClearFuels. 

ClearFuels has begun development of multiple commercial scale biomass-to-energy
projects in the southeastern United States, Hawaii and internationally. These
projects will use an integrated ClearFuels-Rentech design pursuant to the
licensing agreements and will be co-located at sugar mills and wood processing
facilities. The U.S. wood waste projects alone are estimated to have an
aggregate annual capacity of more than 100 million gallons of renewable
synthetic fuels and 30 MW of renewable power. 

ClearFuels plans to build a 20 ton-per-day biomass gasifier designed to produce
syngas from bagasse, virgin wood waste and other cellulosic feedstocks at
Rentech`s Product Demonstration Unit (PDU) in Colorado, which the Company
believes is the only operating synthetic transportation fuels facility in the
U.S. The gasifier will be integrated with Rentech`s Fischer-Tropsch Process and
UOP`s upgrading technology to produce renewable drop-in synthetic jet and diesel
fuels at demonstration scale. The agreement provides that Rentech will continue
to operate the PDU as already planned, but using the syngas from the ClearFuels
gasifier, while ClearFuels will pay all incremental costs of building and
operating the biomass gasifier. This joint demonstration is anticipated to lead
to the final design basis for the commercial facilities that will use the
combined technologies. 

D. Hunt Ramsbottom, President and Chief Executive Officer of Rentech, said,
"Rentech is quickly becoming a leader in the bio-energy market by securing and
integrating a portfolio of technologies for the production of renewable
synthetic fuels from a variety of rural and urban biomass waste feedstocks. By
strategically aligning ourselves with biomass gasification technologies that can
be integrated with our synthetic fuels technology, we are among the first to
capture bio-energy market opportunities across a broad spectrum of feedstocks.
Mr. Ramsbottom continued, "We will target rural biomass feedstocks with the
ClearFuels gasification technology while pursuing urban biomass feedstocks with
SilvaGas` gasification process for renewable fuels and power production." 

Eric Darmstaedter, Chief Executive Officer of ClearFuels, commented, "ClearFuels
is excited to partner with Rentech, a leader in renewable synthetic fuels
technology. We believe the integration of our High Efficiency HydroThermal
Reformation (HEHTR) biomass gasification technology with the Rentech
Fischer-Tropsch Process to produce high-value fuels will create a unique
technology platform that can take advantage of the multi-billion gallon mandated
market for cellulosic advanced bio-fuels in the United States and
internationally. Collaborating at Rentech`s PDU, we plan to establish our
technology at demonstration scale, and accelerate our commercial deployment by
developing projects jointly with Rentech." 

Over the course of 20 years, more than $20 million has been invested in the
development of the technology underlying the highly efficient ClearFuels HEHTR
technology platform. Between 1987 and 2004, Pearson Technologies, Inc. developed
and tested the underlying biomass gasification technology at a 5 ton-per-day
pilot scale facility in Mississippi, converting a wide range of feedstocks
including bagasse, wood waste, rice straw and corn stover, into syngas during
over 10,000 hours of operation. From 2005 to 2007, ClearFuels co-funded
additional testing of the gasification process for the conversion of bagasse
into syngas. Multiple third parties, including Idaho National Laboratory and
Hawaii Natural Energy Institute, have independently validated the results of the
biomass gasification testing at the pilot facility. ClearFuels has since further
developed the HEHTR technology platform with its EPC and fabrication partners. 

As consideration for its 25% ownership interest in ClearFuels, ClearFuels will
receive a warrant to purchase up to 5 million shares of Rentech common stock,
access to the PDU for construction and operation of a ClearFuels gasifier, and
certain rights to license the Rentech Fischer-Tropsch Process, including the
exclusive right for projects using bagasse as a feedstock. The warrant will vest
in 3 tranches based on the achievement by ClearFuels of established milestones.
Exercise prices for the three tranches of the warrant will be set at the market
price of Rentech stock at the time of vesting. The complete terms of the warrant
will be available in a Form 8-K filed by the Company. 

Management Conference Call

Rentech`s senior management team will discuss both transactions on a conference
call to be held on Tuesday, June 30 at 1:30 p.m. PDT. Callers may listen to the
live presentation, which will be followed by a question and answer segment, by
dialing 800-935-5014 or 212-231-2900. An audio webcast of the call will be
available at www.rentechinc.com within the Investor Relations portion of the
site under the Presentations section. A replay will be available by audio
webcast and teleconference from 3:30 p.m. PDT on June 30 through 3:30 p.m. PDT
on July 7. The replay teleconference will be available by dialing 800-633-8284
or 402-977-9140 and the reservation number 21429651. 

About Rentech, Inc.

Rentech, Inc. (www.rentechinc.com), incorporated in 1981, provides clean energy
solutions. The Rentech Process is a patented and proprietary technology that
converts synthesis gas from biomass and fossil resources into hydrocarbons that
can be processed and upgraded into ultra-clean synthetic fuels, specialty waxes
and chemicals. Rentech Energy Midwest Corporation, the Company`s wholly-owned
subsidiary, manufactures and sells fertilizer products including ammonia, urea
ammonia nitrate, urea granule and urea solution to the corn-belt region. 

About SilvaGas Corporation

SilvaGas Corporation (www.silvagas.com) has developed patented biomass
gasification technology that has operated at commercial scale for the conversion
of forest residue, municipal solid waste, agricultural waste and energy crops
into synthesis gas that can be used for renewable power production or natural
gas substitution. The Company`s biomass technology has been licensed by Rentech,
Inc. for renewable synthetic fuels and power production at its Rialto Renewable
Energy Center. 

About ClearFuels Technology Inc.

ClearFuels (www.clearfuels.com) and its partners are developing advanced
sustainable biorefineries that convert multiple mixed cellulosic biomass
feedstocks into sustainable, high-value energy products including renewable
Fischer-Tropsch ("FT") diesel and jet fuel, ethanol, hydrogen and power at
industry-leading yields. The ClearFuels proprietary thermochemical conversion
process is based on its advanced High Efficiency Hydrothermal Reformation
(HEHTR) technology for biomass-to-syngas conversion (BTG). This modular flexible
BTG technology platform, in combination with various synthetic gas-to-liquid
(GTL) technologies and co-locating its biorefineries at wood and other biomass
processing facilities, provides a reduced risk, lower overall cost commercial
strategy in line with ClearFuels vision for production of clean clear biofuels. 

Safe Harbor

This press release contains forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995 about matters such as the anticipated
closing of the Company's acquisition of SilvaGas Corporation, the capabilities
of the SilvaGas and ClearFuels biomass gasification technologies, the ability to
integrate the gasification technologies with Rentech technologies, the
qualification of the renewable power and fuels to be produced from the
technologies, the characteristics of the renewable fuels to be produced from the
technologies, the Company`s development of a proposed synthetic fuels facility
in Rialto, California and ClearFuels` proposed development projects using
integrated technologies. These statements are based on management's current
expectations and actual results may differ materially as a result of various
risks and uncertainties. Other factors that could cause actual results to differ
from those reflected in the forward-looking statements include the ability of
Rentech and SilvaGas to complete the closing conditions necessary to complete
the acquisition of SilvaGas, the ability of the parties to create and
successfully market a combined technology offering, the financial means of
Rentech and ClearFuels to build their proposed projects, fluctuations in
commodities prices including the price of oil and the materials necessary to
construct a project, the impact of changing government regulations on the
project permitting process and the qualification of renewable power and fuels
and factors set forth in the Company's press releases and periodic public
filings with the Securities and Exchange Commission, which are available via
Rentech's web site at www.rentechinc.com. The forward-looking statements in this
press release are made as of the date of this release, and Rentech does not
undertake to revise or update these forward-looking statements, except to the
extent that it is required to do so under applicable law. 

For more information

Please contact: Julie Dawoodjee, Vice President of Investor Relations and
Communications, Rentech, Inc. at 310-571-9800, extension 341, or by email at
ir@rentk.com. 



Rentech, Inc.
Julie Dawoodjee, Vice President of Investor Relations and Communications
310-571-9800 x341
ir@rentk.com
www.rentechinc.com

Copyright Business Wire 2009

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