SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2 to
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
OCI Partners LP
(Name of Subject Company (Issuer))
OCIP Holding II LLC
(Offeror)
a wholly owned subsidiary of
OCI N.V.
(Names of Filing Persons)
Common Units Representing Limited Partner Interests
(Titles of Class of Securities)
67091N108
(CUSIP Numbers of Class of Securities)
Amendment No. 2 to
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
OCIP Holding II LLC
(Offeror)
a wholly owned subsidiary of
OCI N.V.
(Names of Filing Persons)
Common Units Representing Limited Partner Interests
(Titles of Class of Securities)
67091N108
(CUSIP Numbers of Class of Securities)
Hassan Badrawi
Chief Financial Officer
Honthorststraat 19
1071 DC Amsterdam
The Netherlands
Tel: +31 20 723 4535
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person)
COPIES TO:
Ryan J. Maierson
Thomas G. Brandt
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
Tel: (713) 546-5300
CALCULATION OF FILING FEE
TRANSACTION VALUATION* | AMOUNT OF FILING FEE+ | |
$117,569,686.50 | $14,637.43 | |
* | Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of all outstanding common units representing limited partner interests (the Common Units) of OCIP Partners LP, a Delaware limited partnership (OCIP) not owned by OCI N.V., at a purchase price of $11.50 per Common Unit, net to the seller in cash. On June 1, 2018, 86,997,590 Common Units were outstanding, of which 76,774,139 are owned by OCI. Accordingly, this calculation assumes the purchase of 10,223,451 Common Units. |
+ | The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory # 1 for Fiscal Year 2018 issued by the Securities and Exchange Commission, by multiplying the transaction valuation by 0.0001245. |
☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount previously paid: 14,001.02
Filing party: OCI N.V.
Form or registration No.: SC TO-T
Date filed: June 4, 2018
☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☒ | Third-party tender offer subject to Rule 14d-1. |
☐ | Issuer tender offer subject to Rule 13e-4. |
☒ | Going-private transaction subject to Rule 13e-3. |
☒ | Amendment to Schedule 13D under Rule 13d-2. |
Check | the following box if the filing is a final amendment reporting the results of the tender offer: ☐ |
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 2 (this Amendment) amends and supplements the Tender Offer Statement and Rule 13E-3 Transaction Statement originally filed under cover of Schedule TO on June 4, 2018 (as amended, the Schedule TO) by OCIP Holding II LLC, a Delaware limited liability company (Holdings II), and OCI N.V., a Dutch public limited company (together with Holdings II, OCI, except where the context requires that OCI refers only to OCI N.V.). The Schedule TO relates to the offer by Holdings II to purchase all of the outstanding common units representing limited partner interests (the Units) of OCI Partners LP, a Delaware limited partnership (OCIP), not currently held by OCI or its affiliates, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 4, 2018 (as amended and supplemented, the Offer to Purchase), the related letter of transmittal and the related notice of guaranteed delivery (which, together with any amendments or supplements thereto, collectively constitute the Offer). All capitalized terms used in this Amendment No. 2 without definition have the meanings ascribed to them in the Offer to Purchase.
The purpose of this Amendment is to amend and supplement the Schedule TO and the Offer to Purchase. Only those items amended are reported in this Amendment. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase, the related letter of transmittal and the related notice of guaranteed delivery remains the same. This Amendment should be read with the Schedule TO, the Offer to Purchase, the related letter of transmittal and the related notice of guaranteed delivery.
Increase in the Offer Price
The price per Unit to be paid pursuant to the Offer has been increased from $11.00 per Unit to $11.50 per Unit, net to the seller in cash, without interest thereon, less any applicable withholding taxes. The Offer to Purchase and the related Letter of Transmittal, together with the Notice of Guaranteed Delivery, the Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees and the Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, are each, except as noted below or when a reference to $11.00 is tied to a specific date, hereby amended to delete all references to the Offer Price of $11.00 per Unit and to replace them with references to $11.50 per Unit.
Additionally, all references to the offer price representing (i) a premium of 10.0% over the closing price of the Units on the trading day prior to the announcement of the Offer, (ii) a premium of 16.4% over OCIPs 90 trading day volume-weighted average Unit price and (iii) a premium of 5.3% over OCIPs two-year high Unit price, are hereby replaced with the below:
(i) a premium of 15.0% over the closing price of the Units on the trading day prior to the announcement of the Offer, (ii) a premium of 21.7% over OCIPs 90 trading day volume-weighted average Unit price for the period ended on June 1, 2018 (the last day prior to the public announcement of the Offer) and (iii) a premium of 10.0% over OCIPs two-year high Unit price for the period ended on June 1, 2018 (the last day prior to the public announcement of the Offer).
Extension of Offer
The Offer to Purchase and the related Letter of Transmittal, together with the Notice of Guaranteed Delivery, the Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees and the Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, are each hereby amended to change all references to the Expiration Date to July 3, 2018. Withdrawal rights will be available until the Expiration Date.
Item 7. | Source and Amount of Funds |
The information set forth in the Offer to Purchase is hereby amended and supplemented by adding the following language thereto:
OCI estimates that the total amount of funds required to purchase all of the outstanding Units not currently held by OCI or its affiliates pursuant to the Offer and the Buyout and to pay related fees and expenses will be approximately $121 million.
Item 12. | Exhibits |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:
Exhibit No. |
Description | |
(a)(1)(viii) | Press Release, dated June 19, 2018, issued by OCI |
Item 13. | Information Required by Schedule 13E-3. |
Item 5. | Past Contacts, Transactions, Negotiations and Agreements. |
Item 5 of the Schedule TO is hereby amended and supplemented as follows:
The information in the Offer to Purchase under the heading Special FactorsBackground of the Offer is hereby amended and supplemented by adding the following at the end thereof:
On June 8, 2018, a telephonic meeting of the Conflicts Committee was held at which representatives of Tudor Pickering Holt & Co Advisors LP, the financial advisor to the Conflicts Committee (Tudor), conferred with OCIs management to review the Partnerships financial outlook and forecasts to assist in the evaluation of the Offer.
On Thursday, June 14, 2018, the Conflicts Committee forwarded to OCI a summary schedule of value ranges for the Partnership. The chairman of the Conflicts Committee then conferred with the President and Chief Executive Officer of the General Partner to initiate discussions regarding the Conflicts Committees preliminary thoughts regarding the Offer and the price per Unit at which the Conflicts Committee would recommend the Offer.
Over the following weekend, representatives of the Conflicts Committee and OCI conferred informally about valuation. The chairman of the Conflicts Committee spoke with the President and Chief Executive Officer of the General Partner and requested the original offer price of $11.00 per Unit be increased by $1.00, to $12.00 per Unit as a condition to the Conflicts Committees recommendation to unitholders to tender into the Offer.
On June 18, 2018, after consultation with its legal and financial advisors, OCI authorized an Offer Price of $11.50. On June 18, 2018, representatives of OCI notified the chairman of the Conflicts Committee that OCI was prepared to increase the Offer Price to $11.50 per Unit to the extent this Offer Price fell within the range in which the Conflicts Committee would recommend that unitholders tender. At the Conflicts Committees request, representatives of OCI confirmed this position in writing on June 18, 2018.
On June 18, 2018, the Conflicts Committee unanimously determined, on behalf of the General Partner, that the Offer Price of $11.50 per Common Unit is fair to the unitholders other than OCI and its affiliates and recommended that unitholders tender their Units to OCI pursuant to the Offer. The Conflicts Committees recommendation may constitute Special Approval (as defined in the Partnership Agreement) of the recommendation. Tudor forwarded to the Conflicts Committee a written opinion later that day that subject to the assumptions, qualifications, limitations and other matters set forth therein, the $11.50 per Unit to be received by Unaffiliated Unitholders (as defined therein) pursuant to the Offer was fair, from a financial point of view, to such holders.
SIGNATURE
After due 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.
Date: June 19, 2018
OCI N.V.
| ||
By: | /s/ Hassan Badrawi | |
Name: | Hassan Badrawi | |
Title: | Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
Description | |
(a)(1)(viii) | Press Release, dated June 19, 2018, issued by OCI |
Exhibit (a)(1)(viii)
![]() |
Press Release |
Amsterdam, The Netherlands / 19 June 2018
OCI N.V. Announces an Increase in Tender Offer Price for Common Units of OCI Partners LP
OCI N.V. (Euronext: OCI) (OCI) today announced that its affiliate, OCIP Holding II LLC, is amending the terms of its previously announced cash tender offer to increase the price at which it will purchase all publicly held common units of OCI Partners LP (NYSE: OCIP) (OCIP) not currently owned by OCI N.V. or its affiliates to $11.50 per common unit (the New Offer Price) in cash from $11.00 per common unit. The closing price of OCIPs common units on the NYSE was $11.00 per unit on 18 June 2018. The closing price of OCIPs common units was $10.00 per unit on 1 June 2018, the last full trading day prior to the commencement of the tender offer. The New Offer Price represents a 15.0% premium over OCIPs closing price on 1 June 2018, a 21.7% premium over OCIPs 90 trading day volume-weighted average unit price for the period ended on 1 June 2018, and a 10.0% premium over OCIPs two-year high unit price for the period ended on 1 June 2018. The expiration date of the tender offer will be extended to 3 July 2018, and withdrawal rights will be available until the expiration date.
Full details of the terms and conditions of the offer are included in OCIs Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery relating to the tender offer, as amended, that have been distributed to unitholders and filed with the U.S. Securities and Exchange Commission (the Commission). Except as described in this news release, the terms of the tender offer remain the same as set forth in the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery.
The dealer manager for the offer is J.P. Morgan Securities LLC. The transfer agent and the depositary for the tender offer is Computershare Trust Company, N.A. The information agent for the offer is Georgeson LLC. Unitholders who have questions about the terms of the offer should contact J.P. Morgan Securities LLC at (877) 371-5947 (toll free) or (212) 622-4401 (direct). Unitholders who wish to request additional copies of the offer to purchase and the letter of transmittal should contact the information agent at its address and telephone number set forth below.
Georgeson
1290 Avenue of the Americas, 9th Floor
New York, NY 10104
Banks, Brokers and Shareholders
Call Toll-Free (888) 566-3252
Important Information
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The solicitation of tenders of OCIP common units is being made only pursuant to the offer to purchase and related materials that OCI has or will be mailing to holders of OCIP common units. The tender offer is not being made to unitholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the blue sky or other laws of
![]() |
Press Release |
such jurisdiction. In any jurisdiction in which the blue sky or other laws require the tender offer to be made by a licensed broker or dealer, the tender offer will be deemed to be made on behalf of OCI by the dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. Unitholders should read the offer to purchase and related materials carefully and in their entirety because they contain important information, including the various terms and conditions of the offer. Unitholders can obtain copies of the offer to purchase, letter of transmittal and related materials filed by OCI as part of the statement on Schedule TO with the Commission on 4 June 2018, and amended on 8 June 2018, through the Commissions website at www.sec.gov without charge. Unitholders may also obtain copies of the offer to purchase and related materials, when and as filed with the Commission, without charge from OCI or by written or oral request directed to Georgeson LLC, at (888) 566-3252.
About OCI N.V.
OCI N.V. is a global producer and distributor of natural gas-based fertilizers & industrial chemicals based in the Netherlands. OCI produces nitrogen fertilizers, methanol and other natural gas based products, serving agricultural and industrial customers from the Americas to Asia. OCI is a leading global nitrogen fertilizer producer with over 9.6 million metric tons of capacity. OCI is also on track to become one of the worlds largest methanol producers with almost 3.7 million tons of capacity. OCI is listed on Euronext in Amsterdam.
About OCI Partners LP
OCI Partners LP owns and operates an integrated methanol and ammonia production facility that is strategically located on the Texas Gulf Coast near Beaumont. The Partnership is headquartered in Nederland, Texas and currently has a methanol production design capacity of 912,500 metric tons per year and an ammonia production design capacity of 331,000 metric tons per year.
For additional information contact: | ||
OCI N.V. Investor Relations Department: | For additional information on OCI: | |
Hans Zayed | www.oci.nl | |
Director | ||
Email: hans.zayed@oci.nl | OCI stock symbols: OCI / OCI.NA / OCI.AS / OCINY | |
Tel: +31 (0) 6 18 251 367 | Honthorststraat 19 | |
1071 DC Amsterdam | ||
The Netherlands |