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Filing Details

Accession Number:: 0001193125-16-530924
Form Type:: 13D Filing
Publication Date:: 2016-04-05 17:14:02

Filed By:: Blackstone Holdings I L.p.
Company:: Rentech Inc. (NASDAQ:RTK)
Filing Date:: 2016-04-05
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
GSO Cactus Credit Opportunities Fund	0	0	0	0	0	0.0%
Steamboat Credit Opportunities Master Fund	0	0	0	0	0	0.0%
GSO Coastline Credit Partners	0	0	0	0	0	0.0%
GSO Aiguille des Grands Montets Fund II	0	0	0	0	0	0.0%
GSO Palmetto Opportunistic Investment Partners	0	0	0	0	0	0.0%
GSO Credit-A Partners	0	0	0	0	0	0.0%
GSO Special Situations Fund	0	0	0	0	0	0.0%
GSO Special Situations Overseas Master Fund Ltd	0	0	0	0	0	0.0%
GSO Palmetto Opportunistic Associates	0	0	0	0	0	0.0%
GSO Credit-A Associates	0	0	0	0	0	0.0%
GSO Holdings I	0	0	0	0	0	0.0%
Blackstone Holdings II	0	0	0	0	0	0.0%
GSO Capital Partners	0	0	0	0	0	0.0%
GSO Advisor Holdings	0	0	0	0	0	0.0%
Blackstone Holdings I	0	0	0	0	0	0.0%
Blackstone Holdings I II GP Inc	0	0	0	0	0	0.0%
The Blackstone Group	0	0	0	0	0	0.0%
Blackstone Group Management	0	0	0	0	0	0.0%
Bennett J. Goodman	0	0	0	0	0	0.0%
J. Albert Smith III	0	0	0	0	0	0.0%
Stephen A. Schwarzman	0	0	0	0	0	0.0%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

RENTECH, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

760112201

(CUSIP Number)

Marisa Beeney

GSO Capital Partners LP

345 Park Avenue

New York, New York 10154

Tel: (212) 583-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 30, 2016

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 760112201


1	Names of reporting persons GSO Cactus Credit Opportunities Fund LP
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.0%
14	Type of reporting person (see instructions) PN

CUSIP No. 760112201


1	Names of reporting persons Steamboat Credit Opportunities Master Fund LP
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Cayman Islands, British West Indies
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.0%
14	Type of reporting person (see instructions) PN

CUSIP No. 760112201


1	Names of reporting persons GSO Coastline Credit Partners LP
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.0%
14	Type of reporting person (see instructions) PN

CUSIP No. 760112201


1	Names of reporting persons GSO Aiguille des Grands Montets Fund II LP
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Ontario, Canada
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.0%
14	Type of reporting person (see instructions) PN

CUSIP No. 760112201


1	Names of reporting persons GSO Palmetto Opportunistic Investment Partners LP
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.0%
14	Type of reporting person (see instructions) PN

CUSIP No. 760112201


1	Names of reporting persons GSO Credit-A Partners LP
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.0%
14	Type of reporting person (see instructions) PN

CUSIP No. 760112201


1	Names of reporting persons GSO Special Situations Fund LP
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.0%
14	Type of reporting person (see instructions) PN

CUSIP No. 760112201


1	Names of reporting persons GSO Special Situations Overseas Master Fund Ltd.
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Cayman Islands, British West Indies
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.0%
14	Type of reporting person (see instructions) CO

CUSIP No. 760112201


1	Names of reporting persons GSO Palmetto Opportunistic Associates LLC
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.0%
14	Type of reporting person (see instructions) OO

CUSIP No. 760112201


1	Names of reporting persons GSO Credit-A Associates LLC
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.0%
14	Type of reporting person (see instructions) OO

CUSIP No. 760112201


1	Names of reporting persons GSO Holdings I L.L.C.
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.0%
14	Type of reporting person (see instructions) OO

CUSIP No. 760112201


1	Names of reporting persons Blackstone Holdings II L.P.
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.0%
14	Type of reporting person (see instructions) PN

CUSIP No. 760112201


1	Names of reporting persons GSO Capital Partners LP
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.0%
14	Type of reporting person (see instructions) PN

CUSIP No. 760112201


1	Names of reporting persons GSO Advisor Holdings L.L.C.
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.0%
14	Type of reporting person (see instructions) OO

CUSIP No. 760112201


1	Names of reporting persons Blackstone Holdings I L.P.
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.0%
14	Type of reporting person (see instructions) PN

CUSIP No. 760112201


1	Names of reporting persons Blackstone Holdings I/II GP Inc.
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.0%
14	Type of reporting person (see instructions) CO

CUSIP No. 760112201


1	Names of reporting persons The Blackstone Group L.P.
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.0%
14	Type of reporting person (see instructions) PN

CUSIP No. 760112201


1	Names of reporting persons Blackstone Group Management L.L.C.
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.0%
14	Type of reporting person (see instructions) OO

CUSIP No. 760112201


1	Names of reporting persons Bennett J. Goodman
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States of America
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.0%
14	Type of reporting person (see instructions) IN

CUSIP No. 760112201


1	Names of reporting persons J. Albert Smith III
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States of America
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.0%
14	Type of reporting person (see instructions) IN

CUSIP No. 760112201


1	Names of reporting persons Stephen A. Schwarzman
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3	SEC use only
4	Source of funds (see instructions) OO
5	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or place of organization United States of America
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.0%
14	Type of reporting person (see instructions) IN

This Amendment No. 5 (Amendment No. 5) to Schedule 13D relates to the Common Stock, par value $0.01 per share (the Common Stock) of Rentech, Inc. (the Issuer), and amends the initial statement on Schedule 13D filed on April 21, 2014, as amended by Amendment No. 1 to the Schedule 13D filed on February 12, 2015, as amended by Amendment No. 2 to the Schedule 13D filed on August 11, 2015, as amended by Amendment No. 3 to the Schedule 13D filed on August 28, 2015, as amended by Amendment No. 4 to the Schedule 13D filed on March 11, 2016 (as amended, the Schedule 13D). Capitalized terms used but not defined in this Amendment No. 5 shall have the same meanings ascribed to them in the Schedule 13D.

Item 4.

Purpose of the Transaction.

The last paragraph of Item 4 of this Schedule 13D is hereby amended and restated as follows:

The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference in this Item 4.

Item 5.

Interest in Securities of the Issuer.

Item 5 of this Schedule 13D is hereby amended and restated as follows:

(a)	(b) As of the date hereof, none of the Reporting Persons beneficially owns any shares of Common Stock.

(c) Except as disclosed in this Amendment No. 5, none of the Reporting Persons has effected any transaction in Common Stock during the last 60 days.

(d) Not applicable.

(e) As of April 1, 2016, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding shares of Common Stock.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The following disclosure is hereby added following the final paragraph of Item 6 of the Schedule 13D:

Entrance Into Second A& R Credit Agreement

On April 1, 2016 (the Second Restatement Date), the Borrower entered into a Second Amended and Restated Term Loan Credit Agreement (the Second A&R Credit Agreement) among the Borrower, the GSO Funds, as lenders, Credit Suisse AG, Cayman Islands Branch, as administrative agent and each other lender from time to time party thereto. The Second A&R Credit Agreement amends and restates the A&R Credit Agreement and is substantially in the form of the attachment to the Waiver Amendment Letter except as noted below.

Under the Second A&R Credit Agreement the following occurred on the Second Restatement Date: (i) $50,000,000 outstanding principal amount of Tranche A Loans were repaid in full for consideration consisting of (a) approximately 5,387,096 common units of CVR Partners, L.P. (CVR) that the Issuer and its affiliates obtained as merger consideration pursuant to the Merger Agreement with each CVR unit having an agreed value for this purpose equal to $7.75 and (b) the redesignation of $8,250,000 aggregate outstanding principal amount of Tranche A Loans into Tranche B Loans, which will remain outstanding, (ii) the termination of the commitments for the delayed draw Tranche D loans, and (iii) the payment in cash of accrued and unpaid interest through the Second Restatement Date on all term loans. After giving effect to the foregoing, the outstanding principal amount of Tranche B Loans on the Second Restatement Date is $53,250,000. No other loans remain outstanding under the Second A&R Credit Agreement.

The Second A&R Credit Agreement also reduced the interest rate margin for the Tranche B Loans from 9% per annum to 7% per annum.

Under the Second A&R Credit Agreement the Borrower pledged to the Administrative Agent, as security for its obligations under the Second A&R Credit Agreement, 7,179,996 of the common units of CVR that the Issuer and its affiliates obtained as merger consideration pursuant to the Merger Agreement. The Borrower is entitled to obtain the release of up to 25,000 of these pledged CVR units to pay certain equity-based compensation to employees of the Issuer and its affiliates. The pledge of the CVR units supplements other collateral previously provided to the Administrative Agent as security for the Borrowers obligations under the Second A&R Credit Agreement.

In connection with the entry into of the Second A&R Credit Agreement, the parties determined not to include the call right on CVR units that had previously appeared in the proposed form of Second A&R Credit Agreement attached to the Waiver Amendment Letter, under which the Issuer would have had the ability to purchase CVR units held by the GSO Funds during specified periods following the Merger Closing.

All other terms and conditions of the Second A&R Credit Agreement, including affirmative and negative covenants and events of default, are substantially the same as those contained in the form of Second A&R Credit Agreement attached to the Waiver Amendment Letter.

Entrance Into Second A& R Guaranty Agreement

On the Second Restatement Date, the Issuer and certain of its subsidiaries entered into a Second Amended and Restated Guaranty Agreement (the Second A&R Guaranty) among the Issuer, certain of its subsidiaries and Credit Suisse AG, Cayman Islands Branch, as administrative agent. The Second A&R Guaranty amends and restates the A&R Guaranty and is substantially in the form of the attachment to the Waiver Amendment Letter except as noted below.

The Second A&R Guaranty amended the debt covenant to restrict the ability of the Issuer and its subsidiaries to obtain certain types of additional secured debt and modified the amounts contained in existing exceptions for permitted debt to reflect outstanding amounts as of the Second Restatement date. The Second A&R Guaranty also added a new covenant requiring the Issuer to maintain at least $5,000,000 of unrestricted cash at all times.

Entrance Into Exchange Agreement

On the Second Restatement Date, the Issuer and its subsidiary, DSHC, LLC (DSHC), entered into the Preferred Equity Exchange and Discharge Agreement (the Executed Exchange Agreement) among the Issuer, DSHC, the GSO Funds, and GSO Capital Partners LP. The Executed Exchange Agreement is substantially in the form of the attachment to the Waiver Amendment Letter except as noted below.

Under the Executed Exchange Agreement the following occurred on the Second Restatement Date: (i) the GSO Funds exchanged the Purchased Shares for consideration consisting of (a) approximately 11,612,903 CVR units that the Issuer and its affiliates obtained as merger consideration pursuant to the Merger Agreement with each CVR unit having an agreed value for this purpose equal to $7.75 and (b) the payment in cash of $10,000,000 and (ii) the payment in cash of $1,500,000 of accrued and unpaid dividends on the Purchased Shares. No Purchased Shares remain outstanding after giving effect to the foregoing.

The Executed Exchange Agreement did not contain provisions requiring a representative of the GSO Funds to be appointed to the Board of Directors of the Issuer that had previously appeared in the proposed form of Exchange Agreement attached to the Waiver Amendment Letter.

In connection with the entry into of the Executed Exchange Agreement, the parties determined not to include the call right on CVR units that had previously appeared in the proposed form of Exchange Agreement attached to the Waiver Amendment Letter, under which the Issuer would have had the ability to purchase CVR units held by the GSO Funds during specified periods following the Merger Closing.

All other terms and conditions of the Executed Exchange Agreement are substantially the same as those contained in the form of Exchange Agreement attached to the Waiver Amendment Letter.

The description of the Second A&R Credit Agreement, Second A&R Guaranty and Executed Exchange Agreement contained in this Item 6 are not intended to be complete and are qualified in their entirety by reference to such agreements, each of which is filed as an exhibit hereto and incorporated by reference herein.

The GSO Funds have notified the Issuer that Mr. Patrick Fleury, a Managing Director of GSO Capital Partners and/or its affiliates, has resigned from the board of directors of the Issuer effective April 5, 2016.

Item 7.

Material to be Filed as Exhibits.

Item 7 of this Schedule 13D is hereby amended by adding the following:



Exhibit X		Second Amended and Restated Term Loan Credit Agreement, dated as of April 1, 2016, among Rentech Nitrogen Holdings, Inc., the GSO Funds, as lenders, Credit Suisse AG, Cayman Islands Branch, as administrative agent and each other lender from time to time party thereto.

Exhibit Y		Second Amended and Restated Guaranty Agreement, dated as of April 1, 2016, among the Issuer, certain of its subsidiaries and Credit Suisse AG, Cayman Islands Branch, as administrative agent.

Exhibit Z		Preferred Equity Exchange and Discharge Agreement, dated as of April 1, 2016, among the Issuer, DSHC, LLC, the GSO Funds, and GSO Capital Partners LP.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 5, 2016


GSO Cactus Credit Opportunities Fund LP

By:		GSO Capital Partners LP,
		its investment advisor

By:		/s/ Marisa Beeney
Name:		Marisa Beeney
Title:		Authorized Signatory

Steamboat Credit Opportunities Master Fund LP

By:		GSO Capital Partners LP,
		its investment advisor

By:		/s/ Marisa Beeney
Name:		Marisa Beeney
Title:		Authorized Signatory

GSO Coastline Credit Partners LP

By:		GSO Capital Partners LP,
		its investment advisor

By:		/s/ Marisa Beeney
Name:		Marisa Beeney
Title:		Authorized Signatory

GSO Aiguille des Grands Montets Fund II LP

By:		GSO Capital Partners LP,
		its investment manager

By:		/s/ Marisa Beeney
Name:		Marisa Beeney
Title:		Authorized Signatory

[Schedule 13D/A Rentech, Inc.]


GSO Palmetto Opportunistic Investment Partners LP

By:		GSO Palmetto Opportunistic Associates LLC, its general partner

By:		/s/ Marisa Beeney
Name:		Marisa Beeney
Title:		Authorized Signatory

GSO Credit A-Partners LP

By:		GSO Credit-A Associates LLC, its general partner

By:		/s/ Marisa Beeney
Name:		Marisa Beeney
Title:		Authorized Signatory

GSO Palmetto Opportunistic Associates LLC

By:		/s/ Marisa Beeney
Name:		Marisa Beeney
Title:		Authorized Signatory

GSO Credit-A Associates LLC

By:		/s/ Marisa Beeney
Name:		Marisa Beeney
Title:		Authorized Signatory

GSO Special Situations Fund LP

By:		GSO Capital Partners LP, its investment manager

By:		/s/ Marisa Beeney
Name:		Marisa Beeney
Title:		Authorized Signatory

GSO Special Situations Overseas Master Fund Ltd.

By:		GSO Capital Partners LP, its investment manager

By:		/s/ Marisa Beeney
Name:		Marisa Beeney
Title:		Authorized Signatory

[Schedule 13D/A Rentech, Inc.]


GSO Holdings I L.L.C.

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

GSO Capital Partners LP

By:		/s/ Marisa Beeney
Name:		Marisa Beeney
Title:		Authorized Signatory

GSO Advisor Holdings L.L.C.

By:		Blackstone Holdings I L.P., its sole member

By:		Blackstone Holdings I/II GP Inc., its general partner

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

Blackstone Holdings I L.P.

By:		Blackstone Holdings I/II GP Inc., its general partner

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

Blackstone Holdings II L.P.

By:		Blackstone Holdings I/II GP Inc., its general partner

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

Blackstone Holdings I/II GP Inc.

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

[Schedule 13D/A Rentech, Inc.]


The Blackstone Group L.P.

By:		Blackstone Group Management L.L.C., its general partner

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

Blackstone Group Management L.L.C.

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

Bennett J. Goodman

By:		/s/ Marisa Beeney
Name:		Marisa Beeney
Title:		Attorney-in-Fact

J. Albert Smith III

By:		/s/ Marisa Beeney
Name:		Marisa Beeney
Title:		Attorney-in-Fact

By:		/s/ Stephen A. Schwarzman
		Stephen A. Schwarzman

[Schedule 13D/A Rentech, Inc.]