UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report: March 213, 2018

(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 jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Mailing Address: P.O. Box 1647 Nederland, Texas 77627 Physical Address: 5470 N. Twin City Highway Nederland, Texas 77627 (Address of principal executive offices and zip code)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~SECTION 1 ~~2.02~~– ~~Results~~Registrant’s ofBusiness ~~Operations~~ and ~~Financial~~Operations ~~Condition.~~

OnItem ~~March 5,~~1.01 ~~2018,~~Entry ~~OCI~~into ~~Partners LP issued~~ a ~~press release~~Material ~~reporting~~Definitive ~~its financial results for the three months ended December 31, 2017~~Agreement. ~~The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.~~

InThe ~~accordance~~description ~~with General Instruction B.2~~ of ~~Form 8-K,~~ the ~~information~~Credit ~~furnished~~Agreement ~~pursuant to Items 2.02 and 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,~~ (as ~~amended~~defined ~~(the “Exchange Act”~~below)~~, or otherwise subject to the liabilities of that section, nor shall such information be~~ ~~deemed incorporated by reference~~ in ~~any~~Item ~~filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information furnished pursuant to Items~~ 2.0203 ~~and 7.01~~is ~~shall~~incorporated ~~not~~into ~~be deemed an admission as to the materiality of any information in~~ this ~~Current~~item ~~Report~~by ~~on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD~~reference.

~~Item~~SECTION 2 ~~5.02~~– ~~Departure~~Financial ofInformation ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

OnItem ~~March~~ 2,.03 ~~2018,~~Creation ~~Fady~~of ~~Kiama,~~a ~~the~~Direct ~~Chief~~ Financial ~~Officer~~Obligation ofor ~~OCI~~an GPObligation ~~LLC,~~under ~~the~~an ~~general~~Off-Balance ~~partner~~Sheet ~~(the “General Partner”) of OCI Partners LP (the “Partnership”), resigned his position with the General Partner~~Arrangement. ~~Mr. Kiama’s resignation will be effective on March 15, 2018 and was not a result of any disagreement with the Partnership.~~

On March 213, 2018, ~~the~~OCI ~~Board~~Partners ofLP ~~Directors~~(the of“Partnership”) successfully completed the ~~General~~closing ~~Partner~~of ~~appointed~~a ~~Beshoy~~$455.0 million ~~Guirguis~~secured asterm ~~Vice~~loan credit ~~President~~facility and ~~Chief~~a ~~Financial~~$40.0 million ~~Officer~~revolving ofcredit ~~the~~facility ~~General Partner~~established ~~effective~~pursuant to a Credit Agreement, dated as of March 1513, 2018 (the “Credit Agreement”), among the Partnership, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent. The revolving credit facility includes a $20.0 million letter of credit sub-limit.

~~Mr. Guirguis,~~The ~~32,~~term ~~has~~loans ~~served~~were ~~OCI~~made ~~N.V.~~pursuant ~~(“OCI”),~~to the ~~indirect~~Credit ~~owner~~Agreement ofin ~~the~~a ~~General~~single ~~Partner,~~borrowing asof ~~Chief Financial~~an ~~Officer~~aggregate principal amount of ~~OCI~~$455.0 million ~~Americas~~on ~~and~~March 13, 2018. ~~will~~The ~~continue~~Partnership toused ~~serve~~the inproceeds ~~such~~of ~~capacity.~~the ~~Mr. Guirguis~~Term ~~was~~Facility to (a) repay ~~Senior~~in ~~Associate~~full inexisting ~~OCI’s~~indebtedness ~~Business~~of ~~Development~~OCI ~~and~~Beaumont ~~Investments~~LLC, ~~department~~a ~~from~~wholly ~~May~~owned ~~2014~~subsidiary toof ~~February~~the ~~2017~~Partnership ~~and~~(“OCIB”), anpursuant ~~Associate~~to ~~from~~(i) the ~~October~~Term ~~2010~~Loan Credit toAgreement, ~~May~~dated ~~2014.~~as ~~Since~~of ~~late~~August 20, ~~2011~~2013, heamong ~~has~~OCIB, ~~been~~as ~~part~~borrower, of the ~~leadership~~lenders ~~team~~party ~~responsible~~thereto, ~~for~~and ~~OCI’s~~Bank ~~growth~~of ~~in North~~ America, ~~undertaking~~N.A., ~~various~~as ~~roles~~administrative ~~including~~agent, ~~project development~~ and ~~financial~~(ii) the ~~management~~Revolving ~~and~~Credit ~~gaining~~Agreement, ~~extensive~~dated ~~experience~~as inof ~~the financial~~April 4, ~~industrial~~2014, ~~and~~among ~~petrochemical~~OCIB, ~~industries.~~as borrower, Asand ~~Chief~~Bank ~~Financial Officer~~ of ~~OCI Americas~~America, MrN. ~~Guirguis~~A., ~~has~~as ~~had~~administrative ~~oversight~~agent, ~~responsibilities~~(b) repay ~~over~~in ~~the~~full ~~Partnership.~~existing ~~Mr. Guirguis~~intercompany ~~attended~~debt ~~the~~and ~~University~~intercompany ofpayables ~~Pennsylvania,~~owed ~~where~~by heOCIB ~~earned Bachelor’s~~to ~~degrees~~OCI inUSA ~~business~~Inc. and ~~bioengineering,~~(c) pay fees and ~~graduated~~expenses ~~summa~~in ~~cum~~accordance ~~laude~~with the foregoing.

~~There~~The Partnership’s obligations under the Credit Agreement are nosecured ~~arrangements~~by ora ~~understandings~~first ~~between~~priority lien on substantially all of the tangible and intangible assets Mrof OCIB and the Partnership. The term loans mature on March ~~Guirguis~~13, 2025, and ~~any~~amortize ~~other~~in ~~person~~quarterly ~~pursuant~~installments equal to ~~which Mr~~0. ~~Guirguis~~25% ~~was~~of ~~selected~~the asoriginal anprincipal ~~officer.~~amount Mrthereof. ~~Guirguis~~ ~~does~~The ~~not~~revolving ~~have~~credit ~~any~~facility ~~family~~matures ~~relationship~~on ~~with~~March 13, ~~any~~2020. ~~director~~The orinitial interest ~~executive~~rate ~~officer~~on of the ~~Company~~term orloans ~~any~~will ~~person~~accrue ~~chosen~~interest byat ~~the~~a ~~Company~~ rate equal to, ~~become~~at athe ~~director~~Partnership’s oroption, ~~executive~~LIBOR ~~officer~~plus 4.25% ~~There~~or ~~have~~a ~~not~~base ~~been~~rate ~~any~~plus ~~transactions~~3.25%. ~~since~~Outstanding principal amounts under the ~~beginning~~revolving credit facility bear interest at an initial interest rate of, at the Partnership’s ~~last~~option, ~~fiscal~~LIBOR ~~year,~~plus ~~nor~~3.75% ~~are~~or ~~there~~a ~~any~~base ~~proposed~~rate ~~transactions,~~plus in2.25%. ~~which~~The interest rate margin for both the ~~Partnership~~revolving ~~was~~credit orfacility isand tothe beterm aloans ~~participant~~are ~~involving amounts~~subject ~~exceeding~~to ~~$120,000~~reduction ~~and~~based on changes in ~~which~~our ~~Mr. Guirguis~~first ~~had~~lien leverage ratio and/or ~~will~~total ~~have~~leverage aratio ~~direct~~from ortime ~~indirect~~to ~~material interest~~time.

~~Item~~The 7Credit Agreement contains provisions for acceleration of the maturity and mandatory prepayment of the term loans and other obligations thereunder upon the occurrence of certain stated events and also for optional prepayments on account of principal of the term loans prior to the maturity thereof upon the terms and conditions specified therein, including a 1% prepayment premium for repricing transactions occurring within 12 months of closing.01 ~~Regulation~~In FDaddition, ~~Disclosure~~the Credit Agreement contains customary covenants by the Partnership and default provisions for the benefit of the lenders, including a requirement that we maintain, on a quarterly basis, (i) a senior secured net leverage ratio not in excess of 5.25:1.00 and (ii) solely for the benefit of the revolving credit facility, an interest coverage of not less than 2.00:1.00. The Credit Agreement permits the Partnership to make any distributions so long as no event of default has occurred and is continuing and the Partnership is in pro forma compliance with the financial maintenance covenants.

The ~~information~~foregoing description of the Credit Agreement and the term loans and revolving credit facility is not complete and is qualified in ~~Item 2.02~~its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated ~~by reference~~ into this Item 7 2.0103 by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
Exhibit No.		Description
99.1		Press Release of OCI Partners LP, dated March 5, 2018.
10.1		Credit Agreement dated as of March 13, 2018 among OCI Partners LP, as borrower, various lenders, Barclays Bank plc, as syndication agent, Credit Agricole Corporate and Investment Bank, as documentation agent, and Bank of America, N.A., as administrative agent.

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
	By: OCI GP LLC, its general partner
Dated: March 5, 2018	By:	/s/ Ahmed K. El-Hoshy
Dated: March 14, 2018	By:	/s/ Ahmed K. El-Hoshy
		Ahmed K. El-Hoshy
		Chief Executive Officer

Filing Compare · OCI Partners LP