OCI Partners LP Corporate Presentation November 2016
Safe Harbor Provision Unless the context otherwise requires, references in this presentation to “our partnership,” “we,” “our,” “us” and similar terms, when used in a historical context, refer to the business and operations of OCI Beaumont LLC, a Texas limited liability company (“OCIB”) that OCI USA Inc. will contribute to OCI Partners LP in connection with this offering. When used in the present tense or future tense, those terms and “OCI Partners LP” and “OCIP” refer to OCI Partners LP, a Delaware limited partnership, and its subsidiaries, including OCIB. References to “our general partner” refer to OCI GP LLC, a Delaware limited liability company and a wholly owned subsidiary of OCI USA Inc. References to “OCI” refer to OCI N.V., a Dutch public limited liability company, and its consolidated subsidiaries other than us, our subsidiaries and our general partner. References to “OCI USA” refer to OCI USA Inc., a Delaware corporation, which is an indirect wholly owned subsidiary of OCI. References to “OCI Fertilizer” refer to OCI Fertilizer International B.V., a Dutch private limited liability company, which is an indirect wholly owned subsidiary of OCI. This presentation may contain forward‐looking statements that are based upon current expectations and involve a number of risks and uncertainties. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words “will,” “believe,” “expect,” “anticipate,” “intend,” “estimate” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward‐looking statements. Statements concerning our current estimates, expectations and projections about our future results, performance, prospects and opportunities and other statements, concerns, or matters that are not historical facts are "forward‐looking statements," as that term is defined under United States securities laws. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward‐looking statements. Investors are cautioned that the following important factors, among others, may affect these forward‐looking statements. These factors include but are not limited to: risks and uncertainties with the respect to the quantities and costs of natural gas, the costs to acquire feedstocks and the price of the refined products we ultimately sell; management's ability to execute its strategy; our competitive position and the effects of competition; the projected growth of the industry in which we operate; changes in the scope, costs, and/or timing of capital projects; general economic and business conditions, particularly levels of spending relating to demand for methanol and ammonia; our ability to operate as an MLP; changes in the regulatory and/or environmental landscape; potential conflicts of interest between OCI USA and other unitholders; and other risks contained in our registration statement (including a prospectus) filed with the United States Securities and Exchange Commission (the “SEC”). Forward‐looking statements should not be read as a guarantee of future performance or results and will not be accurate indications of the times at or by which such performance or results will be achieved. Forward‐looking information is based on information available at the time and/or management's good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. OCI Partners LP undertakes no obligation to update or revise any such forward‐looking statements. The Partnership has filed a registration statement (including a prospectus) with the SEC for the offering to which this presentation relates. Before you invest, you should read the prospectus in that registration statement and other documents the Partnership has filed with the SEC for more complete information about the partnership and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Partnership, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by emailing BofA Merrill Lynch at dg.prospectus_requests@baml.com or by calling either Barclays at (888) 603‐5847 or Citigroup at (800) 831‐9146. OCI Partners LP’s registration statement has not yet become effective and OCI Partners LP’s common units representing limited partnership interests may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The offering of the common units representing limited partner interests is being made by means of the prospectus only, copies of which may be obtained from the underwriters as noted above. This presentation is not, and under no circumstances is to be construed to be, a prospectus, offering memorandum, advertisement and is not an offer to sell securities. The SEC and state securities regulators have not reviewed or determined if this presentation is truthful or complete. Non-GAAP Financial Measures Disclosure Today’s presentation includes certain non‐GAAP financial measures as defined under Regulation G of the Securities Exchange Act of 1934, as amended. A reconciliation of those measures to the most directly comparable GAAP measures is available in the appendix to this presentation. 2
Partnership Overview
Partnership Overview Organizational Structure OCI N.V. (NYSE Euronext Amsterdam: OCI:NA) 100% indirect ownership interest OCI USA Inc. 69,497,590 common units OCI GP LLC 80% limited partner Public Unitholders (our general partner) interest 17,500,000 common units (1) Non‐economic 20% limited partner general partner interest interest OCI Partners LP (NYSE: OCIP) 100% ownership interest OCI Beaumont LLC New Capital Injection New Shares Issued Capital Structure Common Units (mm) 3,502,218 OCI NV units (mm) 69,497,590 79.88% Share Price ($) 17.132 Public Unitholders units (mm) 17,500,000 20.12% Total Capital ($) 60,000,000 Total Shares Outstanding 86,997,590 100% ___________________________________ (1) No excess distribution coverage and GP has non-economic interest and no incentive distribution rights 4
Partnership Overview Asset History of OCI Beaumont DuPont builds 600 Start‐up of the OCI N.V. acquires Ammonia Debottlenecking Ktpa methanol ammonia plant minority stake production at the process completed plant, largest in built by Foster securing 100% facility begins in in 1Q 2015 the world at the Wheeler with a ownership of the December time Haldor Topsoe plant process design 2015 2011 2011 1967 2000 Key Milestones 2004 1997 1980s Terra shuts‐ 2012 Down methanol 2011 Modernization of Terra adds a 250 production Methanol The methanol unit mtpa ammonia OCI N.V. and its production at the using Lurgi GmbH’s synthesis loop to partner acquire Low Pressure The methanol facility begins in the plant from July Methanol plant Eastman Chemical technology 1,244 995 850 850 331 Plant 600 265 250 250 Capacity 913 730 600 600 600 (‘000 tpa) 1967 1997 2003 4Q 2012 1Q 2015 (Post‐Debottleneck) Methanol Ammonia Total Capacity 5
Partnership Overview OCI Partners Summary OCI’s facility near Beaumont, TX (“OCI Beaumont”) is an integrated methanol and ammonia facility strategically located on the Texas Gulf • Coast OCI N.V. acquired the Beaumont plant from Eastman Chemical Company in May 2011. Previously the Beaumont plant was owned by Terra • Industries and DuPont, and was shut down from 2004 until OCI’s acquisition in 2011 Following a comprehensive upgrade, methanol and ammonia production commenced in July 2012 and December 2011, respectively • Partnership has completed all work related to debottlenecking project in 1Q 2015, with ammonia and methanol lines restarted in 2Q • – Increased methanol production capacity by 25% to 912,500 mtpa – Increased ammonia production capacity by 25% to 331,000 mtpa Partnership recently implemented a state‐of‐the‐art methanol and ammonia truck loading facility on‐site and expects to sell 80,000 mtpa • via the new facility Facility Overview Capacity Key Information Production Current Production Product Pre – Debottlenecking 100% Product During Full Capacity post- Storage Ownership • Capacity Year 2014 Debottlenecking Project Capacity Metric Volumes contractually secured • Metric Metric Tons/ Metric Metric Natural Gas Metric Tons Tons/ and pricing based on spot Year (1) (1) Tons/Day Tons/ Year Tons Supply Day market 42,000 Methanol 2,000 730,000 617,031 2,500 912,500 (two tanks) Direct sales to customers by Distribution • 33,000 truck, pipeline, and barges Ammonia 726 264,990 259,214 907 331,000 (two tanks) ___________________________________ (1) Assumes facility operates for a full year. 6
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