Market Overview

Brigade Capital Raises Squeeze Out Concerns at OCI Partners

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Brigade Capital Management, LP ("Brigade"), on behalf of a fund managed
by it, issued correspondence with OCI Partners LP (("OCIP", NYSE:OCIP)
regarding ownership of the business. In light of last month's material
increase in OCI N.V.'s ("OCI") ownership in OCIP, Brigade has become
concerned with the prospect of a forced squeeze out of OCIP's minority
unitholders at a grossly inadequate price.

Below, in reverse chronological order, are copies of the letters between
Brigade and OCIP addressing this concern. Subsequent to the most recent
letter dated January 18, 2018, Brigade representatives participated in a
call with certain members of OCI and OCIP management. While Brigade
representatives found the call constructive, OCIP's commitments fell
short. Therefore, Brigade decided to publicly release the above
mentioned letters in order to alert OCIP's minority investors of the
squeeze out risk. As discussed in more detail in the letters, Brigade
believes OCIP's current unit price is materially below its fair value
and, absent a near term squeeze out, represents a compelling investment
opportunity.

*****

January 18, 2018
 
Mr. Michael Bennett
Chairman of the Board
OCI GP LLC
P.O. Box 1647
Nederland, TX 77627
 

Via E-mail and USPS Priority Mail Express

Dear Mr. Bennett (on behalf of entire board of directors):

Thank you for your letter dated January 15, 2018 (the "Company's
Response"). We are disappointed that OCI Partners LP's ("OCIP or the
"Company") Board has decided that no additional public disclosures are
warranted to protect minority common unitholders from a potential
squeeze out by OCI N.V. ("OCI") or its affiliate at a grossly inadequate
price.

As a justification for the Board doing nothing beyond its past practice,
the Company's Response refers to: 1) OCI's Amendment No. 4 to its
Schedule 13D, filed on December 28, 2017 on which you base your
understanding that "OCI does not have any present plans or proposals
that would result in" a minority squeeze out; and 2) the notion that
given the "typical levels of volatility in commodity prices … providing
annual guidance … is of limited value".

We strongly disagree with the above rationale, given current
circumstance. With respect to your first point, the fact that as of
December 18, 2017 OCI has not disclosed intentions on whether to cross
the key 90% ownership threshold does not mean that OCI may not do so at
any moment (even as we are writing this letter). In fact, in the very
same amendment to the Schedule 13D, OCI states that it "may acquire
additional securities of [OCIP] … in the open market or in privately
negotiated transactions."
The SEC filing further states that if OCI
or its affiliates "at any time … own more than 90% of the common
units" they "will have the right … but not the obligation, to acquire
all … of the Common Units held by public unitholders at a prices not
less than their then-current market price, as calculated pursuant to the
terms of the Partnership Agreement
". Following the recent purchases,
the filing states that OCI and its affiliates "now own approximately
89.26%"
of OCIP's common units. Nowhere in this filing is there any
statement that OCI or its affiliates do not intend to purchase
additional units of OCIP. As a commercial actor whose interests are
presumably to pay the lowest possible price for OCIP's common units (in
complete conflict with OCIP's minority common unitholders' desire to
obtain the highest possible price), it is not surprising that OCI would
not make public its intentions to cross the key 90% ownership threshold
until the last permissible moment.

With respect to your second point, while we acknowledge that there is
volatility in commodity prices that can meaningfully impact annual
results, given how close OCI is to reaching 90% ownership threshold of
OCIP, we believe further and prompt disclosures on potential financial
performance are more than warranted. Based on certain U.S. benchmark
contract pricing for the Company's two primary products, methanol and
ammonia, and the earnings sensitivity framework provided by the
management on the 3Q17 earnings call, we estimate that OCIP will
produce $0.51 in distributable cash flow per common unit in 1Q18
. At
this point, the only variables that could materially change this result
are the price of natural gas and unanticipated plant disruption. 1
If OCIP in fact ends up producing such a result, we anticipate that the
price of common units will be materially higher than current price.
However, based on the Company's past practices of scheduled earnings
releases and investor calls, the investment community will not get
confirmation of 1Q18 results until early May. That will be 4.5 months after
OCI's disclosure of materially increasing its holdings in OCIP to
89.26%. Given the large discount at which OCIP's common units trade to
their intrinsic value (in our view) and the likelihood of a near term
minority squeeze out, the Board is unreasonably exposing minority
unitholders to a risk of large losses (difference between intrinsic and
squeeze out price). We therefore urge the Company to at least accelerate
simultaneous disclosure of key financial metrics for the 4Q17 and
provide guidance for the 1Q18 based on current trends. This is
not only a prudent, but also a fair, thing to do.

Since the minority squeeze out price of OCIP's common units (if and when
OCI crosses 90% ownership threshold) is the greater of (1) the Current
Market Price2 and (2) the highest price paid by OCI or its
affiliates during 90 day period preceding the date of the squeeze out
notice, it is clear how OCI gains and minority holders lose if the 90%
ownership threshold is crossed while the Company's units trade at
substantial discount to their intrinsic value.

Given all of the above, unless we get a satisfactory response from the
Board within 48 hours of receipt of this letter, we will be left with no
other option but to publicly disclose this letter, along with the one
dated January 9, 2018 and the Company's Response, all in the hope that
they will further educate the investor community of the earnings power
OCIP possesses. Importantly, this potential is not just academic and
hypothetical, it is in fact on its way to being achieved as we write
this letter.

Brigade reserves all its rights, including a right to challenge a
potential minority squeeze out that results in grossly inadequate
consideration to unitholders. Please feel free to contact either of us
should you have any questions.

Very truly yours,

Ivan Krsticevic       Kunal Banerjee
Partner Partner
 

*****

January 15, 2018
 
Brigade Capital Management
399 Park Ave, 16th Floor
New York, NY 10022
 

Dear Messrs. Krsticevic and Banerjee:

On behalf of the Board of Directors (the "Board") of OCI GP LLC, the
general partner of OCI Partners LP (the "Partnership" or "OCIP") and a
wholly owned subsidiary of OCI N.V. ("OCI"), I acknowledge receipt of
your letter dated January 9, 2018 (the "Letter"), which has been
distributed to the Board.

Based on Amendment No. 4 to OCI's Schedule 13D, filed on December 28,
2017, we understand that OCI does not have any present plans or
proposals that would result in or relate to any extraordinary corporate
transaction, such as a merger, reorganization or liquidation or causing
the common units of the Partnership to be delisted from the New York
Stock Exchange.

The Partnership, after a thorough review by the Board (including its
independent directors), currently provides a run-rate quarterly
distribution guidance to assist investors in understanding the
relationship among commodity prices, utilization and potential future
distributions. Given the typical levels of volatility in commodity
prices, it has and continues to be the Board's view that providing
annual guidance based on monthly prices is of limited value because it
emphasizes short-term developments in the business which may not reflect
annualized performance. The Board also notes that, in addition to
providing run-rate quarterly guidance, the Partnership's senior
management provides information regarding the Partnership's financial
results and corporate developments, as well as commodity market updates,
on quarter conference calls with investors. Consistent with its
historical practice, the Partnership intends to conduct a call
addressing the fourth quarter of 2017 following results announcement in
the near future.

Finally, for the sake of clarity, the Board also notes that the
Partnership's partnership agreement (the "Partnership Agreement")
replaces the concept of fiduciary duties with contractual standards
governing the general partner's duties. For additional information on
the contractual standards, please review the Partnership Agreement filed
with the SEC on October 15, 2013 or the Prospectus filed with the SEC on
October 7, 2013.

The members of the Board regard their obligation to the Partnership and
its unitholders with the utmost seriousness, and we appreciate your
sharing your views with us.

Sincerely,
OCI GP LLC
 
By: Michael Bennett
Chairman of the Board of Directors
 

*****

January 9, 2018
 
Mr. Michael Bennett
Chairman of the Board
OCI GP LLC
P.O. Box 1647
Nederland, TX 77627
 

Via E-mail and Federal Express

Dear Mr. Bennett (on behalf of entire board of directors):

A fund managed by Brigade Capital Management, LP ("Brigade")
beneficially owns a meaningful economic interest in the common units and
debt of OCI Partners LP ("OCIP" or the "Company"). As a significant
investor, we carefully monitor developments at the Company and feel it
is important to have an open dialogue with the Company so that views and
ideas can be exchanged. We ask that you pass a
copy of this letter to the rest of the board of directors, including to
members of the Conflicts Committee.

We noted that on December 27, 2017, OCI NV ("OCI") announced that it
intended to acquire 7.3 million common units (8.4% of the publicly-held
common units of OCIP) from minority holder(s) for a consideration of $61
million, implying $8.40 per common unit. Following the transaction,
OCI's ownership in OCIP would rise from 79.85% to 88.25%.

Given this material increase in OCI's ownership of OCIP, it appears to
us that OCI is positioning itself to attempt to squeeze out minority
unitholders, which if it were done today, would severely shortchange the
minority holders. Given, in our view, the currently depressed price of
OCIP common units and likely significant improvement in financial
performance of the company in 2018 compared to 2017, it is imperative
that the independent directors (either themselves or through OCIP) issue
relevant guidance for EBITDA and distributions for 2018 so that
investors can more appropriately value the common units.

As evident to us, based on distribution guidance sensitivities provided
by OCIP management on its Q3 2017 earnings call, distributions
for Q1 2018 could rise to $0.51/common unit (or $2.04/common unit
annualized) based on contract price settlements for methanol and ammonia
for the month of January 2018
. Even at a very conservative 15%
distribution yield, implied fair value for OCIP common units would
approach $14 based on such distributions.

Brigade's investment in OCIP is based on (1) a favorable cyclical
outlook for methanol and ammonia where economics are expected to improve
off trough conditions in the near to medium term, (2) significant
potential for growth via the drop down of additional methanol capacity
into OCIP, and (3) significant undervaluation as outlined above.

Brigade believes that any attempt to squeeze out minority unitholders at
this point would be an opportunistic and grossly unfair move to impair
cyclical upside for minority unitholders ahead of a marked upturn in
OCIP's fundamentals. We therefore urge the Board, in general, and the
Conflicts Committee, in particular, to make every effort to communicate
clearly and promptly to investor community true prospects of OCIP's
financial performance so as to minimize or fully eliminate the real risk
of minority unitholders being taken advantage of.

We believe that fiduciary duties mandate that you and OCIP's independent
directors act in the best interests of all
OCIP unitholders. We ask that you let us know within five business days
of receipt of this letter if you intend to promptly communicate to
investors OCIP's likely financial performance (for at least year 2018)
based on recent methanol and ammonia pricing trends.

Brigade reserves all its rights, including a right to challenge a
potential minority squeeze out that results in grossly inadequate
consideration to unitholders. Please feel free to contact either of us
should you have any questions.

Very truly yours,

Ivan Krsticevic       Kunal Banerjee
Partner Partner
 

About Brigade Capital Management, LP

Brigade Capital Management, LP is an SEC-registered investment advisor
focusing on investing in the global high-yield market and levered
equities. The firm was founded in 2006 and is managed by Donald E.
Morgan, III, CIO and Managing Partner. The firm is headquartered in New
York City with offices in the United Kingdom, Japan and Australia. The
firm employs a multi-strategy, multi-asset class investment approach
focused on leveraged balance sheets. The core strategies include
long/short credit, distressed debt, capital structure arbitrage and
levered equities. Brigade Capital Management, LP's investment process is
fundamentally driven, focusing on asset coverage and free cash flow,
with an emphasis on capital preservation. The team possesses deep sector
expertise throughout the entire leveraged finance market and has
extensive experience in capital restructurings and bankruptcy
reorganization.

1 If you think our analysis is erroneous and differs
materially from the reality, we invite and welcome your feedback to show
us how we are wrong.
2 Current Market Price is defined
in OCIP's Partnership Agreement as the average of the daily closing
prices per limited partner interest for the 20 consecutive trading days
beginning with the third business day prior to the date the purchase
notice is mailed.

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