OCI N.V. commenced an unsolicited tender offer to acquire all of the remaining outstanding publicly held common units of OCI Partners LP for approximately $110 million. (2024)

OCI N.V. (ENXTAM:OCI) commenced an unsolicited tender offer to acquire all of the remaining outstanding publicly held common units of OCI Partners LP (NYSE:OCIP) for approximately $110 million on June 3, 2018. Under the terms of the transaction, OCI N.V. will pay $11 per unit in cash in a going private transaction. As of June 18, 2018, the terms of the offer were revised, and OCI N.V. will pay $11.5 per unit in cash. OCI N.V. currently owns 88.25% of the issued and outstanding common units of OCI Partners and upon completion of the transaction, OCI N.V. will own 100% stake in OCI Partners LP. OCI N.V expects to pay the offer consideration from cash on hand and/or borrowings under credit facilities.The tender offer is subject to minimum tender condition of approximately 1.75%, i.e. 1,523,693 units, of the outstanding units in the offer in order to reach the 90% threshold to be able to exercise the buyout. The tender offer is not subject to a financing condition and offer will expire on July 2, 2018 unless the offer is extended in accordance with its terms. The offer is not conditioned upon any recommendation by the Board of Directors or by any committee thereof. As of July 4, 2018, 9,290,248 common units representing limited partner interests in OCI Partners LP were validly tendered and accepted for purchase in the tender offer. Upon purchase of the tendered Common Units, OCI N.V. will own 86,064,387 Common Units, representing 98.93% of the outstanding OCI Partners Common Units. As OCI owns at least 90% of the outstanding OCI Partners common units, OCI intends to exercise the right to purchase all of the remaining common units that were not tendered in the Offer and remain outstanding on July 3, 2018. Upon the exercise of the right, OCI will own all of the economic interests of the OCI Partners. In addition, on or around July 16, 2018, the common units will cease to be listed on the New York Stock Exchange or publicly traded. The transaction also involves Conflicts Committee of the Board of Directors, comprised of two Directors who are independent of the OCI and their affiliates, and are not members of the management of the OCI. Nathaniel Gregory is a member of the Conflicts Committee.The dealer manager for the offer is J.P. Morgan Securities LLC, transfer agent and depositary for the offer is Computershare Trust Company, N.A. Georgeson LLC. acted as information agent for OCI N.V. J.P. Morgan is acting as exclusive financial advisor to OCI N.V. Michael Rosenwasser and Michael Swidler of Baker Botts L.L.P. acted as legal advisors to Conflicts Committee of OCI Partners. Stuart Rogers and Aaron Dixon of Alston & Bird advised Tudor, Pickering, Holt & Co. Advisors, LLC, who acted as financial advisor to OCI Partners LP and charged a fee of $1.25 million. Tudor has become entitled to receive fees of $1.6 million that are not contingent upon closing of the offer, and Tudor will be entitled to receive an additional cash transaction fee of $0.8 million, payable upon closing of the offer. Latham & Watkins LLP acted as legal advisor to OCI N.V. Tudor Pickering Holt & Co Advisors LP acted as fairness opinion provider to OCI Partners.