* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
1 | Name of Reporting Person: OCI N.V. | |||||
2 | Check the Appropriate Box if a Member of Group (See Instructions): (a) ☐ (b) ☐ | |||||
3 | SEC Use Only: | |||||
4 | Source of Funds: WC | |||||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ | |||||
6 | Citizenship or Place of Organization: Netherlands | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: | 7 | Sole Voting Power: 0 | ||||
8 | Shared Voting Power: 76,774,139 | |||||
9 | Sole Dispositive Power: 0 | |||||
10 | Shared Dispositive Power: 76,774,139 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person: 76,774,139 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐ | |||||
13 | Percent of Class Represented By Amount In Row (11): 88.25% (1) | |||||
14 | Type of Reporting Person: OO (Public Limited Liability Company) |
(1) | Based upon 86,997,590 common units of the Issuer reported to be outstanding as of September 30, 2017, in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2017. |
1 | Name of Reporting Person: OCI USA Inc. | |||||
2 | Check the Appropriate Box if a Member of Group (See Instructions): (a) ☐ (b) ☐ | |||||
3 | SEC Use Only: | |||||
4 | Source of Funds: WC | |||||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ | |||||
6 | Citizenship or Place of Organization: Delaware | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: | 7 | Sole Voting Power: 0 | ||||
8 | Shared Voting Power: 76,774,139 | |||||
9 | Sole Dispositive Power: 0 | |||||
10 | Shared Dispositive Power: 76,774,139 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person: 76,774,139 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐ | |||||
13 | Percent of Class Represented By Amount In Row (11): 88.25% (1) | |||||
14 | Type of Reporting Person: CO |
(1) | Based upon 86,997,590 common units of the Issuer reported to be outstanding as of September 30, 2017, in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2017. |
1 | Name of Reporting Person: OCIP Holding LLC | |||||
2 | Check the Appropriate Box if a Member of Group (See Instructions): (a) ☐ (b) ☐ | |||||
3 | SEC Use Only: | |||||
4 | Source of Funds: WC | |||||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ | |||||
6 | Citizenship or Place of Organization: Delaware | |||||
Number of Shares Beneficially Owned By Each Reporting Person With: | 7 | Sole Voting Power: 0 | ||||
8 | Shared Voting Power: 76,774,139 | |||||
9 | Sole Dispositive Power: 0 | |||||
10 | Shared Dispositive Power: 76,774,139 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person: 76,774,139 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ☐ | |||||
13 | Percent of Class Represented By Amount In Row (11): 88.25% (1) | |||||
14 | Type of Reporting Person: OO (Limited Liability Company) |
(1) | Based upon 86,997,590 common units of the Issuer reported to be outstanding as of September 30, 2017, in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2017. |
(a) | This Schedule 13D is filed by OCI N.V., a Dutch public limited liability company (“OCI NV”), OCI USA Inc., a Delaware corporation and an indirect wholly owned subsidiary of OCI NV (“OCI USA”), and OCIP Holding LLC (“OCIP Holding”), the direct owner of the securities reported herein and a wholly owned indirect subsidiary of OCI USA. Each of the foregoing is referred to collectively as the “Reporting Persons.” |
(b) | The principal business of OCI USA and OCIP Holding is the ownership and operation, directly or indirectly, of integrated methanol and ammonia production facilities and the investment in interests in the Issuer. OCI NV’s principal business is the production of natural gas-based fertilizers and chemicals. |
(c) | The business address of OCIP Holding and OCI USA is: 660 Madison Avenue, 19th Floor, New York, New York 10065. The business address of OCI NV is: Honthorststraat 19 1071 DC Amsterdam. |
(d) | The name, residence or business address, citizenship, present principal occupation or employment, and the name, principal business and the address of any corporation or other organization in which such employment is conducted of each director and executive officer of each of the Reporting Persons is set forth on Schedule I to this Schedule 13D. |
(e) | No Reporting Person, nor any person named in Schedule I, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(f) | No Reporting Person, nor any person named in Schedule I, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
• | exercise of the Call Right; |
• | a merger or reorganization or other transactions that could result in the de-listing or de-registration of the Common Units; |
• | sales or acquisitions of assets or businesses; |
• | changes to the capitalization or dividend policy of the Issuer; |
• | other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the board of directors of the General Partner; or |
• | a combination of any of these proposals. |
(a) | After giving effect to the transactions reported herein in Item 3, OCIP Holding is currently the direct holder of an aggregate of 7,276,549 Common Units, representing approximately 88.25% of the Issuer’s outstanding Common Units. The beneficial ownership percentage of the Reporting Persons is calculated based upon 86,997,590 Common Units of the Issuer reported to be outstanding as of September 30, 2017, in the Issuer’s Form 10-Q filed with the Commission on November 6, 2017. |
(b) | Except as set forth in Item 3 of this Amendment No. 4, neither the Reporting Persons nor any person listed on Schedule I have effected any transactions in the Issuer’s Common Units within the past 60 days, other than the purchase of 11,200 Common Units by Nassef Sawiris, the Chief Executive Officer of OCI NV on November 22, 2017 and November 24, 2017. |
(c) | No person other than OCI NV is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Issuer’s Common Units held in the name of the OCIP Holding and reported herein. |
(d) | Not applicable. |
OCI N.V. /s/ Nassef Sawiris By: Nassef Sawiris Its: Chief Executive Officer | ||
OCI USA Inc. /s/ Kevin Struve By: Kevin Struve Its: President | ||
OCIP Holding LLC /s/ Kevin Struve By: Kevin Struve Its: Manager |
REPORTING PERSON: OCI N.V. | ||||
Name/Title | Affiliation with Reporting Person | Business Address | Principal Occupation or Employment | Citizenship |
Nassef Sawiris | Director; Chief Executive Officer of OCI N.V. | OCI N.V. Honthorststraat 19 1071 DC Amsterdam | Chief Executive Officer OCI N.V. | Egypt |
Hassan Badrawi | Director; Chief Financial Officer of OCI N.V. | OCI N.V. Honthorststraat 19 1071 DC Amsterdam | Chief Financial Officer of OCI N.V. | Egypt |
Michael L. Bennett | Independent Non-executive Director and Chairman | OCI N.V. Honthorststraat 19 1071 DC Amsterdam | Director/Advisor | United States |
Jan Ter Wisch | Independent Non-executive Director and Vice Chairman | OCI N.V. Honthorststraat 19 1071 DC Amsterdam | Director/Advisor | The Netherlands |
Sipko Schat | Independent Non-executive Director | OCI N.V. Honthorststraat 19 1071 DC Amsterdam | Director/Advisor | The Netherlands |
Jérôme Guiraud | Non-executive Director | OCI N.V. Honthorststraat 19 1071 DC Amsterdam | Chief Executive Officer NNS Capital (UK) Limited | France |
Robert Jan van de Kraats | Independent Non-executive Director | OCI N.V. Honthorststraat 19 1071 DC Amsterdam | Chief Financial Officer and Vice Chairman Randstad Holding N.V. | The Netherlands |
Greg Heckman | Independent Non-executive Director | OCI N.V. Honthorststraat 19 1071 DC Amsterdam | Director/Advisor | United States |
Anja Montijn | Independent Non-executive Director | OCI N.V. Honthorststraat 19 1071 DC Amsterdam | Director/Advisor | The Netherlands |
REPORTING PERSON: OCI USA INC. | ||
Name/Title | Principal Occupation or Employment and Address of Employer | Citizenship |
Kevin Struve | President of OCI USA Inc. 660 Madison Avenue, 19th Floor New York, NY 10065 | United States |
REPORTING PERSON: OCIP HOLDING LLC | ||
Name/Title | Principal Occupation or Employment and Address of Employer | Citizenship |
Kevin Struve | Manager OCIP Holding LLC 660 Madison Avenue, 19th Floor New York, NY 10065 | United States |