UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: June 13, 2014

(Date of earliest event reported)

 

 

OCI Partners LP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36098   90-0936556
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

Mailing Address:   Physical Address:

P.O. Box 1647

Nederland, Texas 77627

 

5470 N. Twin City Highway

Nederland, Texas 77627

(Address of principal executive offices and zip code)

(409) 723-1900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

Amendment No. 1 to Revolving Credit Agreement

The description of the RCA Amendment No. 1 (as defined below) provided under Item 2.03 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference. A copy of the RCA Amendment No. 1 is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Amendment No. 3 to Term Loan Credit Agreement

The description of the TLCA Amendment No. 3 (as defined below) provided under Item 2.03 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference. A copy of the TLCA Amendment No. 3 is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Amendment No. 1 to Revolving Credit Agreement

On June 13, 2014, OCI Beaumont LLC (“OCIB”) and OCI Partners LP (the “Partnership”) entered into Amendment No. 1 (the “RCA Amendment No. 1”) to the Revolving Credit Agreement dated as of April 4, 2014 (as so amended, the “Revolving Credit Facility”) with Bank of America, N.A., as administrative agent for the lenders. RCA Amendment No. 1 (i) amended Section 10.01(ii) by adding that the liens permitted by such section cannot be for debt that is overdue, (ii) amended Section 10.01(xiv) to clarify that such sub-section permits the granting of liens in connection with hedge agreements permitted under the terms of the Revolving Credit Facility, (iii) revised the intercompany subordination agreement entered into in connection with the Revolving Credit Facility to clarify that intercompany debt will be subordinate to the obligations owed to counterparties under hedge agreements that are secured pursuant to the terms of the Revolving Credit Facility and (iv) made certain technical changes to certain defined terms.

The foregoing description of the RCA Amendment No. 1 is not complete and is qualified in its entirety by reference to the full text of the RCA Amendment No. 1, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 2.03 by reference.

Amendment No. 3 to Term Loan Credit Agreement

On June 13, 2014, OCIB, the Partnership and OCI USA Inc. entered into Amendment No. 3 (the “TLCA Amendment No. 3”) to the Term Loan Credit Agreement dated as of August 20, 2013 (as so amended, the “Term Loan B Credit Facility”) with Bank of America, N.A., as administrative agent for the lenders. The TLCA Amendment No. 3 (i) amended Section 10.01(ii) by adding that the liens permitted by such section cannot be for debt that is overdue, (ii) revised the intercompany subordination agreement entered into in connection with Term Loan B Credit Facility to clarify that intercompany debt will be subordinate to the obligations owed to counterparties under hedge agreements that are secured pursuant to the terms of the Term Loan B Credit Facility and (iii) made certain technical changes to certain defined terms.

The foregoing description of the TLCA Amendment No. 3 is not complete and is qualified in its entirety by reference to the full text of the TLCA Amendment No. 3, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated into this Item 2.03 by reference.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

  

Description

10.1    Amendment No. 1, dated as of June 13, 2014, among OCI Beaumont LLC, OCI Partners LP and Bank of America, N.A., as administrative agent and a lender, to the Revolving Credit Agreement dated as of April 4, 2014
10.2    Amendment No. 3, dated as of June 13, 2014, among OCI Beaumont LLC, OCI USA Inc., OCI Partners LP and Bank of America, N.A., as administrative agent, to the Term Loan Credit Agreement dated as of August 20, 2013


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    OCI Partners LP
    By:   OCI GP LLC, its general partner

Dated: June 13, 2014

    By:   /s/ Frank Bakker
      Frank Bakker
      President and Chief Executive Officer


EXHIBIT INDEX

 

Exhibit No.

  

Description

10.1    Amendment No. 1, dated as of June 13, 2014, among OCI Beaumont LLC, OCI Partners LP and Bank of America, N.A., as administrative agent and a lender, to the Revolving Credit Agreement dated as of April 4, 2014
10.2    Amendment No. 3, dated as of June 13, 2014, among OCI Beaumont LLC, OCI USA Inc., OCI Partners LP and Bank of America, N.A., as administrative agent, to the Term Loan Credit Agreement dated as of August 20, 2013

Exhibit 10.1

This AMENDMENT NO. 1, dated as of June 13, 2014 (this “ Amendment ”), among OCI BEAUMONT LLC , a Texas limited liability company (the “ Borrower ”), OCI PARTNERS LP , a Delaware limited partnership (the “ MLP ”), BANK OF AMERICA, N.A. , as administrative agent (in such capacity, together with its successors, the “ Administrative Agent ”) for the Lenders (as defined below), and BANK OF AMERICA, N.A. , as a Lender , amends that certain Revolving Credit Agreement dated as of April 4, 2014 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), entered into among the Borrower, the MLP, the institutions from time to time party thereto as Lenders (the “ Lenders ”), the Administrative Agent and the other agents and arrangers named therein. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, pursuant to Section 13.12 the Credit Agreement and any other Credit Document may be amended, supplemented or modified with the consent of the Credit Parties and the Required Lenders;

WHEREAS, the Credit Parties and the Required Lenders desire to the amend the Credit Agreement and certain other Credit Documents on the terms set forth herein;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of all of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Amendments to the Credit Agreement . Effective as of the Amendment No. 1 Effective Date, the Credit Agreement is hereby amended as follows:

(a) The definition of “Guaranteed Creditor” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Guaranteed Creditors ” shall mean and include (x) each of the Administrative Agent, the Collateral Agent, the Real Property Collateral Agent, each Issuing Lender and the Lenders, (y) with respect to a Designated Interest Rate Protection Agreement, Designated Hedge Agreement or Designated Treasury Services Agreement, the Administrative Agent, any Lender and any Affiliate of the Administrative Agent or any Lender (even if the Administrative Agent or such Lender subsequently ceases to be the Administrative Agent or a Lender under this Agreement for any reason) so long as the Administrative Agent, such Lender or such Affiliate served such purposes at the time of entry into a particular Designated Interest Rate Protection Agreement, Designated Hedge Agreement or Designated Treasury Services Agreement, and (z) with respect to a Designated Hedge Agreement only, any Person so designated by the Borrower provided that the opportunity to provide the relevant Hedge Agreement on identical terms was first offered to, and refused by, the Administrative Agent.

(b) The definition of “Hedging Agreement” in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Hedge Agreement ” shall mean any foreign exchange contracts, currency swap agreements, commodity agreements or other similar arrangements, or arrangements designed to protect against fluctuations in currency values or commodity prices.


(c) All references to “Hedging Agreement” or “Hedging Agreements” in the Credit Agreement and the Credit Documents are hereby deemed to be references to a “Hedge Agreement” or to “Hedge Agreements”, respectively.

(d) Section 10.01(ii) is hereby amended and restated in its entirety as follows:

“(ii) Liens in respect of property or assets of the Borrower or its Subsidiaries imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, contractors’, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business not overdue or which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets and for which adequate reserves have been established in accordance with U.S. GAAP (or, for Foreign Subsidiaries, in conformity with generally accepted accounting principles that are applicable in their respective jurisdiction of organization);

(e) Section 10.01(xiv) is hereby amended and restated in its entirety as follows:

“(xiv) subject to the terms of the First Lien Intercreditor Agreement, Liens securing Indebtedness permitted under Section 10.04(viii) (so long as such Liens are created pursuant to the collateral documents in respect of the Existing Term Loan Credit Agreement), (xiv)  and (xvii) ;”

SECTION 2. Amendment to the Intercompany Subordination Agreement . Effective as of the Amendment No. 1 Effective Date, the Intercompany Subordination Agreement is hereby amended as follows:

Section 1 is hereby amended to delete the words “, to the prior payment in full of all Obligations of any such Obligor now or hereafter existing under the Credit Agreement and the other Credit Documents” from the first sentence of such Section.

SECTION 3. Representations and Warranties : Each of the Credit Parties represents and warrants to the Administrative Agent and the Lenders as of the Amendment No. 1 Effective Date (as defined below) that:

(a) All representations and warranties of the Borrower and each other Credit Party contained in Section 8 of the Credit Agreement or any other Credit Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Amendment No. 1 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date; and

(b) No Default or Event of Default exists or has occurred and is continuing on and as of the Amendment No. 1 Effective Date.

SECTION 4. Conditions of Effectiveness . Sections 1 and 2 of this Amendment shall become effective on the date (such date being referred to as the “ Amendment No. 1 Effective Date ”, which date is June 13, 2014) that the Administrative Agent shall have received this Amendment, duly executed and delivered by (A) the Borrower, (B) the MLP, (C) the Required Lenders and (D) the Administrative Agent.

 

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SECTION 5. Effect of Amendment . Except as expressly set forth herein, this Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. As of the Amendment No. 1 Effective Date, each reference in the Credit Agreement to “ this Agreement ,” “ hereunder ,” “ hereof ,” “ herein ,” or words of like import, and each reference in the other Credit Documents to the Credit Agreement (including, without limitation, by means of words like “ thereunder ,” “ thereof ” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. This Amendment shall constitute a Credit Document.

SECTION 6. Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.

SECTION 7. Applicable Law . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE PROVIDED IN THE CREDIT AGREEMENT OR THE SECURITY DOCUMENTS, BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

SECTION 8. Headings Descriptive . The headings of the several Sections and subsections of this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.

[SIGNATURE PAGES FOLLOW]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

OCI BEAUMONT LLC
By:  

/s/ Frank Bakker

  Name:   Frank Bakker
  Title:   CEO
OCI PARTNERS LP
By:  

/s/ Frank Bakker

  Name:   Frank Bakker
  Title:   CEO

 

 

[Amendment No. 1]


BANK OF AMERICA, N.A.,
    as Administrative Agent
By:  

/s/ Darren Bielawski

  Name:   Darren Bielawski
  Title:   Vice President

BANK OF AMERICA, N.A. ,

    as Lender

By:  

/s/ Darren Bielawski

  Name:   Darren Bielawski
  Title:   Vice President

 

 

[Amendment No. 1]

Exhibit 10.2

This AMENDMENT NO. 3, dated as of June 13, 2014 (this “ Amendment ”), among OCI BEAUMONT LLC , a Texas limited liability company (the “ Borrower ”), OCI USA INC. , a Delaware corporation (“ Holdings ”), OCI PARTNERS LP , a Delaware limited partnership (the “ MLP ”) and BANK OF AMERICA, N.A. , as administrative agent (in such capacity, together with its successors, the “ Administrative Agent ”) for the Lenders (as defined below), amends that certain Term Loan Credit Agreement dated as of August 20, 2013 (as amended by Amendment No. 1, dated as of November 27, 2013 and Amendment No. 2 and Waiver, dated as of April 4, 2014 and as further amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), entered into among the Borrower, Holdings, the MLP, the institutions from time to time party thereto as Lenders (the “ Lenders ”), the Administrative Agent and the other agents and arrangers named therein. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, pursuant to Section 13.12(g) the Credit Agreement and any other Credit Document may be amended, supplemented or modified by the Credit Parties and the Administrative Agent to cure an obvious error or any error or omission of a technical or immaterial nature;

WHEREAS, the Credit Parties and the Administrative Agent desire to the amend the Credit Agreement and certain other Credit Documents to cure certain errors on the terms set forth herein;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of all of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Amendments to the Credit Agreement . Effective as of the Amendment No. 3 Effective Date, the Credit Agreement is hereby amended as follows:

(a) The definition of “Hedging Agreement” in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Hedge Agreement ” shall mean any foreign exchange contracts, currency swap agreements, commodity agreements or other similar arrangements, or arrangements designed to protect against fluctuations in currency values or commodity prices.

(b) All references to “Hedging Agreement” or “Hedging Agreements” in the Credit Agreement and the Credit Documents are hereby deemed to be references to “Hedge Agreement” or “Hedge Agreements”, respectively.

(c) Section 10.01(ii) is hereby amended and restated in its entirety as follows:

“(ii) Liens in respect of property or assets of the Borrower or its Subsidiaries imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, contractors’, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business not overdue or which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets and for which adequate reserves have been established in accordance with U.S. GAAP (or, for Foreign Subsidiaries, in conformity with generally accepted accounting principles that are applicable in their respective jurisdiction of organization);


SECTION 2. Amendment to the Intercompany Subordination Agreement . Effective as of the Amendment No. 3 Effective Date, the Intercompany Subordination Agreement is hereby amended as follows:

Section 1 is hereby amended to delete the words “, to the prior payment in full of all Obligations of any such Obligor now or hereafter existing under the Credit Agreement and the other Credit Documents” from the first sentence of such Section.

SECTION 3. Representations and Warranties : Each of the Credit Parties represents and warrants to the Administrative Agent and the Lenders as of the Amendment No. 3 Effective Date (as defined below) that:

(a) All representations and warranties of the Borrower and each other Credit Party contained in Section 8 of the Credit Agreement or any other Credit Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Amendment No. 3 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date; and

(b) No Default or Event of Default exists or has occurred and is continuing on and as of the Amendment No. 3 Effective Date.

SECTION 4. Conditions of Effectiveness . Sections 1 and 2 of this Amendment shall become effective on the date (such date being referred to as the “ Amendment No. 3 Effective Date ”, which date is June 13, 2014) that the Administrative Agent shall have received this Amendment, duly executed and delivered by (A) the Borrower, (B) the MLP, (C) Holdings and (D) the Administrative Agent.

SECTION 5. Effect of Amendment . Except as expressly set forth herein, this Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. As of the Amendment No. 3 Effective Date, each reference in the Credit Agreement to “ this Agreement ,” “ hereunder ,” “ hereof ,” “ herein ,” or words of like import, and each reference in the other Credit Documents to the Credit Agreement (including, without limitation, by means of words like “ thereunder ,” “ thereof ” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. This Amendment shall constitute a Credit Document.

SECTION 6. Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.

SECTION 7. Applicable Law . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE PROVIDED IN THE CREDIT AGREEMENT OR THE SECURITY DOCUMENTS, BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

 

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SECTION 8. Headings Descriptive . The headings of the several Sections and subsections of this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.

[SIGNATURE PAGES FOLLOW]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

OCI BEAUMONT LLC
By:  

/s/ Frank Bakker

  Name:   Frank Bakker
  Title:   CEO
OCI USA INC.
By:  

/s/ Kevin Struve

  Name:   Kevin Struve
  Title:   President and Secretary
OCI PARTNERS LP
By:  

/s/ Frank Bakker

  Name:   Frank Bakker
  Title:   CEO

[Amendment No. 3]


BANK OF AMERICA, N.A.,
    as Administrative Agent
By:  

/s/ Darren Bielawski

  Name:   Darren Bielawski
  Title:   Vice President

[Amendment No. 3]