Related Party Transactions

The Partnership has maintained and been involved with certain arrangements and transactions with OCI and its affiliates. The material effects of such arrangements and transactions are reported in the accompanying unaudited condensed consolidated financial statements as related party transactions.

The following table represents the effect of related party transactions on the unaudited condensed consolidated statement of operations for the three and nine-months ended September 30, 2017 and 2016:



	Three-Months Ended September 30,				Nine-Months Ended September 30,
	2017		2016		2017		2016
Revenue	$	5,124	$	1,435	$	10,346	$	9,182
Cost of goods sold (exclusive of depreciation) ⁽¹⁾	3,538		3,075		13,831		13,329
Selling, general and administrative expenses ⁽²⁾	852		1,058		2,591		3,720
Interest expense	4,265		143		13,006		245


(1)	Amounts represented in cost of goods sold (exclusive of depreciation) were incurred to the following related parties:



	Three-Months Ended September 30,				Nine-Months Ended September 30,
	2017		2016		2017		2016
OCI GP LLC	$	3,538	$	3,075	$	11,711	$	13,329
OCI USA	—		—		2,120		—
Total cost of goods sold (exclusive of depreciation)—related party	$	3,538	$	3,075	$	13,831	$	13,329


(2)	Amounts represented in selling, general and administrative expense were incurred to the following related parties:



	Three-Months Ended September 30,					Nine-Months Ended September 30,
	2017		2016			2017		2016
OCI GP LLC	$	677	$	758		$	2,045	$	2,607
OCI Nitrogen B.V.	19		—			23		13
OCI Personnel B.V.	—		156			30		449
Contrack International Inc.	154		145			479		567
OCI Fertilizer B.V.	2		(1		)	14		40
OCI Fertilizers Trade & Supply B.V.	—		—			—		44
Total selling, general and administrative expenses—related party	$	852	$	1,058		$	2,591	$	3,720

Our Agreements with OCI

Omnibus Agreement

We are party to an omnibus agreement with OCI, OCI USA, OCI GP LLC and OCIB (the “Omnibus Agreement”). The Omnibus Agreement addresses certain aspects of the Partnership’s relationship with OCI and OCI USA, including: (i) certain indemnification obligations, (ii) the provision by OCI USA to the Partnership of certain services, including selling, general and administrative services and management and operating services relating to operating the Partnership’s business, (iii) the Partnership’s use of the name “OCI” and related marks and (iv) the allocation among the Partnership and OCI USA of certain tax attributes.

Under the Omnibus Agreement, OCI USA provides, or causes one or more of its affiliates to provide, the Partnership with such selling, general and administrative services and management and operating services as may be necessary to manage and operate the business and affairs of the Partnership. Pursuant to the Omnibus Agreement, the Partnership reimburses OCI USA for all reasonable direct or indirect costs and expenses incurred by OCI USA or its affiliates in connection with the provision of such services, including the compensation and employee benefits of employees of OCI USA or its affiliates.

We incurred costs under this contract, payable to OCI GP LLC, in connection with reimbursement of providing selling, general and administrative services and management and operating services to manage and operate the business and affairs of the Partnership in the amount of $4,215 and $13,756 during the three and nine-months ended September 30, 2017, respectively, as compared to $3,833 and $15,936 during the three and nine-months ended September 30, 2016, respectively. Of these amounts, the wages directly attributable to revenue-producing operations were included in cost of goods sold (exclusive of depreciation)—related party and the remaining amounts incurred were included in selling, general and administrative expense—related party. During the three and nine-months ended September 30, 2017, $3,538 and $11,711, respectively, were recorded in costs of goods sold (exclusive of depreciation)—related party and $677 and $2,045, respectively, were recorded in selling, general and administrative expense—related party. During the three and nine-months ended September 30, 2016, $3,075 and $13,329, respectively, were recorded in costs of goods sold (exclusive of depreciation)—related party and $758 and $2,607, respectively, were recorded in selling, general and administrative expense—related party. Accounts payable—related party include amounts incurred but unpaid to OCI GP LLC of $4,230 and $3,147 as of September 30, 2017 and December 31, 2016, respectively.

The Partnership recorded amounts due to (i) OCI Nitrogen B.V., an indirect, wholly-owned subsidiary of OCI, (ii) OCI Personnel B.V., an indirect, wholly-owned subsidiary of OCI, (iii) Contrack International Inc., an affiliate of OCI, (iv) OCI Fertilizer B.V., an indirect, wholly-owned subsidiary of OCI, and (v) OCI Fertilizer Trade & Supply B.V., an indirect, wholly-owned subsidiary of OCI, in selling, general and administrative expense—related party as shown on the unaudited condensed consolidated statement of operations, in relation to officers’ salaries, wages and travel expenses, and asset management information technology related project expenses in the amount of $175 and $546 during the three and nine-months ended September 30, 2017, respectively, as compared to $300 and $1,113 during the three and nine-months ended September 30, 2016, respectively. Accounts payable—related party include amounts incurred but unpaid to the aforementioned parties of $235 and $631 as of September 30, 2017 and December 31, 2016, respectively.

Distributions and Payments to OCI USA

Prior to the completion of our initial public offering, certain assets of OCIB were distributed to OCI USA, including $27,560 of trade receivables. All collections of transferred trade receivables have been received by the Partnership and will be remitted to OCI USA. During the three and nine-months ended September 30, 2017, we remitted $21 and $215, respectively, of the collections of the transferred trade receivables to OCI USA, as compared to $37 and $404 during the three and nine-months ended September 30, 2016, respectively.

On June 30, 2016, OCIB entered into a non-cash settlement agreement with OCI USA and OCI Fertilizer International B.V., a Dutch private limited liability company, which is an indirect, wholly-owned subsidiary of OCI (“OCI Fertilizer”) to settle $304 of the accrued interest—related party due to OCI Fertilizer in relation to the commitment fee on the unused portion of the intercompany revolving facility agreement between OCIB and OCI Fertilizer. As a result of this settlement agreement, OCIB incurred $304 of accounts payable—related party due to OCI USA.

Accounts payable—related party includes amounts incurred but unpaid to OCI USA of $9,364 and $9,579 as of September 30, 2017 and December 31, 2016, respectively.

Advances due from Related Parties

Advances due from related parties represent unreimbursed expenses incurred on behalf of OCI and its affiliates. These advances are unsecured, non-interest bearing and are due on demand. As of September 30, 2017 and December 31, 2016, the Partnership had $226 and $525, respectively, due from related parties.

Set forth below is a table showing the amounts due from the following related parties:



	As of
	September 30, 2017		December 31, 2016
OCI N.V.	$	89	$	56
NatGasoline, LLC	137		446
Iowa Fertilizer Company	—		23
Total advances due from related party	226		525

Revolving Credit Facility—Related Party and Term Loan Facility—Related Party

As indicated above in note 5(a), OCIB recorded interest expense—related party of $4,265 and $13,006 during the three and nine-months ended September 30, 2017, respectively, as compared to $143 and $245 during the three and nine-months ended September 30, 2016, respectively. Interest expense—related party relates to interest expense and commitment fees on the unused portion of the Revolving Credit Facility—Related Party and interest expense on our Term Loan Facility—Related Party, both payable to OCI USA. Accounts interest—related party includes amounts incurred but unpaid to OCI USA of $1,402 and $1,675 as of September 30, 2017 and December 31, 2016, respectively.

Related Party Sales

On May 12, 2015, OCIB entered into an agreement with OCI Fertilizers USA LLC (“OCI Fertilizers USA”), an indirect, wholly-owned subsidiary of OCI that is a wholesaler of ammonia, to supply OCI Fertilizers USA with commercial grade anhydrous ammonia. OCI Fertilizers USA purchases the ammonia to resell to third parties. The term of the agreement began on June 1, 2015 and ends on May 31, 2017 and renews automatically unless a party cancels with 90 days’ notice. Under the terms of the agreement, OCI Fertilizers USA is paid a 1.5% commission of the sales price to third parties. During the three and nine-months ended September 30, 2017, we had related party sales of $1,362 and $6,584 respectively, for the sale of ammonia to OCI Fertilizers USA, as compared to $1,435 and $5,918 during the three and nine-months ended September 30, 2016, respectively. Accounts receivable—related party includes amounts due from OCI Fertilizers USA of $654 and $1,322 as of September 30, 2017 and December 31, 2016, respectively.

On July 1, 2017, OCIB entered into an ammonia purchase agreement with OCI Fertilizer Trade & Supply B.V., an international trader of ammonia, to supply OCI Fertilizer Trade & Supply B.V. with approximately 22,500 metric tons of commercial grade anhydrous ammonia during July and August of 2017. During the three and nine-months ended September 30, 2017, we had $3,762 of related party sales of ammonia to OCI Fertilizer Trade & Supply B.V.

On December 14, 2015, OCIB entered into an agreement with OCI Fertilizer Trade & Supply B.V. to supply OCI Fertilizer Trade & Supply B.V. with commercial grade anhydrous ammonia. OCI Fertilizer Trade & Supply B.V. purchased the ammonia to resell to OCI Nitrogen at its facilities in the Netherlands. The term of the agreement began in December 2015 and ended in February 2016. During the nine-months ended September 30, 2016, we had $3,264 of related party sales of ammonia to OCI Fertilizer Trade & Supply B.V. Due to the expiration of the agreement in February 2016, we had no related party sales to OCI Fertilizer Trade & Supply B.V. during the three-months ended September 30, 2016. No amounts were due from OCI Fertilizer Trade & Supply B.V. as of September 30, 2017 or December 31, 2016.

Methanol Supply and Sales Agreement

On May 18, 2017, to fulfill its contracted sales commitments during the unplanned shutdown that occurred in April and May of 2017, OCIB entered into a methanol purchase and sale agreement with OCI USA pursuant to which OCI USA agreed to sell and deliver a methanol volume of approximately 7,000 metric tons to OCIB, and OCIB agreed to purchase and receive the methanol volume. Under the terms of the agreement, OCIB purchased the methanol from OCI USA at the May 2017 spot price of $303 per metric ton and paid the costs associated with delivery of the methanol to the Beaumont facility.

During the nine-months ended September 30, 2017, the cost of the methanol purchased from OCI USA of approximately $2,120 was included in cost of goods sold (exclusive of depreciation)—related party in the accompanying unaudited condensed consolidated statements of operations. No methanol was purchased from OCI USA during the three-months ended September 30, 2017. No amounts were payable to OCI USA in relation to the methanol supply and sales agreement as of September 30, 2017 or December 31, 2016.

Other Transactions with Related Parties

Guarantee of Term Loan B Credit Facility and Revolving Credit Facility

The term loans under the Term Loan B Credit Facility and related fees and expenses are unconditionally guaranteed by OCIP and OCI USA and are each secured by pari passu senior secured liens on substantially all of OCIB’s and OCIP's assets, as well as the assets of certain future subsidiaries of OCIP (OCI USA does not provide any security in connection with its guarantee). The revolving loans and letters of credit under the Revolving Credit Facility and related fees and expenses, are unconditionally guaranteed by OCIP and are secured by pari passu senior secured liens on substantially all of OCIB’s and OCIP's assets, as well as the assets of certain future subsidiaries of OCIP .