OCI Partners LP Places $455M Term Loan B; Portion of Expected Proceeds to Repay $200M OCI N.V. Intercompany Loan

February 19 2018

OCI N.V. (Euronext: OCI) today announced that its subsidiary, OCI Partners LP (NYSE: OCIP), has priced a proposed $455 million term loan B facility (the “Term Loan B Facility”) and proposed $40 million revolving credit facility (the “Revolving Credit Facility”).

The proposed new Term Loan B Facility of $455 million is expected to replace and upsize OCIP’s existing $232 million term loan B facility and is expected to be priced at LIBOR + 425 bps, or 250 bps lower than the existing facility. As a result, the transaction is expected to generate material interest savings for OCI NV. The Term Loan B Facility is expected to mature in 2025, in contrast to OCIP’s existing facility that matures in 2019. The commitments in respect of the Term Loan B Facility and the terms and conditions thereof (including the applicable interest rates) remain subject to the execution of the definitive documentation.

OCIP intends to use the expected net proceeds of the Term Loan B Facility to repay in full OCIP’s existing term loan B facility and to repay in full the outstanding intercompany loans from OCI N.V. of $200 million.

Nassef Sawiris, Chief Executive Officer of OCI N.V. commented: “Enhancing our capital structure and lowering cost of debt is a key objective for OCI in 2018. This transaction, together with the recent extension of bond maturities at Iowa Fertilizer Company, underline OCI’s commitment to proactively achieve this goal. We are pleased with the support from the capital markets during the year that we expect OCI to achieve significant free cash flow generation following the completion of our growth initiatives and ramp-up to run-rate volumes.”

Bank of America Merrill Lynch served as Left Lead Arranger on the transaction. Barclays Bank PLC and Crédit Agricole CIB served as Joint Lead Arrangers on the transaction. Bank of America Merrill Lynch, Barclays Bank PLC and Crédit Agricole CIB are also expected to provide the Revolving Credit Facility priced at LIBOR + 375 bps, with a maturity in 2020.

The closing of the Term Loan B Facility and Revolving Credit Facility is expected to occur in March 2018 and is subject to customary closing conditions.

Forward Looking Statements

Certain statements contained in this document constitute forward-looking statements relating to the business, markets and/or industry of the OCI N.V. (the “Company”) or OCI Partners LP (the “Partnership”). These statements are generally identified by words such as “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “will,” “may,” “should” and similar expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from any future results expressed or implied from the forward-looking statements, including the risk that the closing of the new Term Loan B Facility and / or the Revolving Credit Facility does not occur as expected or at all, or that the pricing of the new Term Loan B Facility and /or the Revolving Credit Facility is different than the expected pricing, the Partnership’s intended use of proceeds, and other known and unknown risks, uncertainties and other factors discussed in more detail in the Partnership's filings with the Securities and Exchange Commission (the “SEC”), many of which are outside of the Company's or the Partnership's control and are difficult to predict,. The forward-looking statements contained herein are based on the Company's current plans, estimates, assumptions and projections. Various factors could cause actual future results, performance or events to differ materially from those described in these statements. The Company and the Partnership do not make any representation as to the future accuracy of the assumptions underlying any of the statements contained herein. The information contained herein is expressed as of the date hereof and may be subject to change. None of the Company, the Partnership or any of their controlling equity-holders, directors or executive officers or anyone else has any duty or obligation to supplement, amend, update or revise any of the forward-looking statements contained in this document.

OCIP Places $455M Term Loan B FINAL.pdf

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