________________________________________________________________________________________________________________________________

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 2, 2018

Date of Report: February 5, 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 jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Mailing Address: P.O. Box ~~1647Nederland~~1647 Nederland, Texas 77627 Physical Address: 5470 N. Twin City ~~HighwayNederland~~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))

~~Emerging~~Indicate by check mark whether the registrant is an emerging growth company ýas 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 2.02 Results of Operations and Financial Condition.

~~Note:~~On March 5, 2018, OCI Partners LP, issued a ~~Delaware~~press release ~~limited~~reporting ~~partnership~~its ~~(the~~financial ~~“Partnership”),~~results ~~intends~~for tothe ~~meet~~three ~~with~~months ~~select~~ended ~~debt~~December 31, ~~investors~~2017. inThe ~~the~~press ~~coming~~release ~~weeks~~is asfurnished ~~part~~herewith ofas ~~its~~Exhibit ~~ongoing~~99.1 ~~evaluation~~and ofis ~~strategic~~incorporated ~~refinancing~~herein ~~alternatives~~by reference.

~~Item~~In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Items 2.02 ~~Results~~and 7.01 shall not be deemed to be “filed” for purposes of ~~Operations~~Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any 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 2.02 and 7.01 ~~Financial~~shall ~~Condition~~not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

InItem ~~anticipation of its meetings with debt investors, the Partnership today released selected preliminary unaudited results for the year ended December 31, 2017~~5.02 ~~Total~~Departure ~~revenues~~of ~~increased~~Directors ~~33%~~or toCertain ~~$343~~Officers; ~~million~~Election ~~compared~~of toDirectors; ~~$258~~Appointment ~~million for the year ended December 31, 2016. Net income improved to $24 million compared to a net loss~~ of ~~$51~~Certain ~~million~~Officers; ~~for~~Compensatory ~~the~~Arrangements year ended December 31, 2016. EBITDA increased 116% to $127 million compared to $59 million for the year ended December 31, 2016. The overall improvement in revenue and EBITDA is primarily attributed to the increase in the average sales price per metric ton of ~~methanol.~~Certain Officers.

~~The~~On ~~following~~March 2, ~~table~~2018, ~~includes~~Fady ~~certain~~Kiama, ~~selected~~the ~~summary~~Chief ~~financial~~Financial ~~data~~Officer ~~for~~of OCI GP LLC, the ~~years~~general ~~ended~~partner ~~December~~(the 31“General Partner”) of OCI Partners LP (the “Partnership”), ~~2017~~resigned ~~and~~his ~~2016~~position with the General Partner. ~~The~~Mr. Kiama’s ~~data~~resignation ~~below~~will isbe ineffective ~~thousands~~on March 15, ~~except~~2018 ~~for~~and ~~product~~was ~~pricing~~not a result of any disagreement with the Partnership.

	Years Ended December 31,
	2017		2016
	(unaudited)
STATEMENT OF OPERATIONS DATA
Revenues:
Ammonia	$	76,546	$	83,978
Methanol	266,764		174,236
Other	15		15
Total revenues	$	343,325	$	258,229
BALANCE SHEET DATA
Cash and cash equivalents	$	16,275	$	8,080
Revolving credit facility, net	$	15,977	$	—
Revolving credit facility—related party	$	—	$	35,000
Term loan facility, net	$	223,428	$	225,748
Term loan facility—related party	$	200,000	$	200,000
OTHER FINANCIAL DATA
EBITDA	$	126,595	$	58,567
Purchase of property, plant and equipment	$	2,148	$	6,785
KEY OPERATING DATA
Products sold (thousand tons):
Ammonia	319		325
Methanol	822		819
Products pricing (average dollars per ton):
Ammonia	$	240	$	258
Methanol	$	325	$	213

On March 2, 2018, the Board of Directors of the General Partner appointed Beshoy Guirguis as Vice President and Chief Financial Officer of the General Partner effective March 15, 2018.

~~The~~Mr. Guirguis, ~~preliminary~~32, ~~unaudited~~has ~~results~~served ofOCI ~~presented~~N.V. ~~above~~(“OCI”), ~~are~~the ~~based~~indirect onowner ~~information~~of ~~available~~the toGeneral ~~management~~Partner, as ofChief Financial ~~the~~Officer ~~date~~ of ~~this~~OCI ~~filing.~~Americas ~~The~~and ~~information~~will ~~for~~continue ~~the~~to ~~year~~serve ~~ended~~in ~~December~~such ~~31,~~capacity. ~~2017~~Mr. Guirguis iswas ~~based~~a onSenior ~~management~~Associate in OCI’s ~~internal~~Business ~~reporting~~Development and isInvestments ~~subject~~department tofrom ~~adjustment~~May ~~for~~2014 ~~year-end~~to ~~closing~~February ~~procedures.~~2017 ~~The~~and ~~Partnership~~an ~~has~~Associate ~~prepared~~from ~~the~~October ~~preliminary~~2010 to ~~financial~~May ~~information~~2014. ~~included~~Since ~~above~~late ~~and~~2011, ~~its~~he ~~independent~~has ~~registered~~been ~~public~~part ~~accounting~~of ~~firm~~the ~~has~~leadership ~~not~~team ~~performed~~responsible ~~any~~for ~~audit,~~OCI’s ~~review~~growth orin ~~set~~North ofAmerica, ~~procedures~~undertaking ~~with~~various ~~respect~~roles toincluding ~~such~~project ~~financial~~development ~~information.~~and Afinancial ~~review~~management ofand ~~such~~gaining ~~financial~~extensive ~~information~~experience ~~could result~~ in ~~changes~~the financial, toindustrial, ~~these~~and ~~preliminary~~petrochemical ~~results~~industries. ~~Actual~~As ~~results~~Chief ofFinancial ~~operations~~Officer ~~may~~of beOCI ~~materially different from the results provided herein~~Americas, ~~and~~Mr. Guirguis ~~you~~has ~~should~~had ~~not~~oversight ~~place~~responsibilities ~~undue~~over ~~reliance~~the onPartnership. ~~these preliminary results~~Mr. Guirguis Inattended ~~addition,~~ the ~~preliminary~~University ~~results~~of ~~are~~Pennsylvania, ~~not~~where ~~necessarily~~he ~~indicative~~earned Bachelor’s ofdegrees ~~results~~in ofbusiness ~~operations~~and ~~for~~bioengineering, ~~any~~and ~~future~~graduated ~~period~~summa cum laude.

~~Reconciliation~~There are no arrangements or understandings between Mr. Guirguis and any other person pursuant to which Mr. Guirguis was selected as an officer. Mr. Guirguis does not have any family relationship with any director or executive officer of ~~Non-GAAP~~the ~~Financial~~Company ~~Measures~~or any person chosen by the Company to become a director or executive officer. There have not been any transactions since the beginning of the Partnership’s last fiscal year, nor are there any proposed transactions, in which the Partnership was or is to be a participant involving amounts exceeding $120,000 and in which Mr. Guirguis had or will have a direct or indirect material interest.

~~EBITDA~~Item ~~is defined as net income (loss) plus (i) interest expense and other financing costs, (ii) income tax expense and (iii) depreciation expense~~7.01 ~~EBITDA~~Regulation isFD ~~used as a supplemental financial measure by management and by external users of the Partnership's unaudited financial statements, such as investors and commercial banks, to assess:~~Disclosure.

•The ~~the~~information ~~financial~~in ~~performance~~Item 2.02 of ~~the~~this ~~Partnership's~~Current ~~assets~~Report ~~without~~on ~~regard~~Form to8-K ~~financing~~is ~~methods,~~incorporated ~~capital~~by ~~structure~~reference orinto ~~historical~~this ~~cost~~Item 7.01. ~~basis; and~~

•Item ~~the~~9.01 ~~Partnership's~~Financial ~~operating~~Statements ~~performance~~ and ~~return on invested capital compared to those of other publicly traded partnerships, without regard to financing methods and capital structure~~Exhibits.

~~EBITDA~~(d) ~~should~~Exhibits not be considered as an alternative to net income, operating income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA may have material limitations as a performance measure because it excludes items that are necessary elements of the Partnership's costs and operations. In addition, EBITDA presented by other companies may not be comparable to the Partnership's presentation because each company may define EBITDA differently.

The table below reconciles EBITDA to net income, its most directly comparable financial measure calculated and presented in accordance with GAAP, for the years ended December 31, 2017 and 2016 (dollars in thousands).


Exhibit No.		Description

99.1		Press Release of OCI Partners LP, dated March 5, 2018.

	Years Ended December 31,
	2017		2016
	(unaudited)
Net income (loss)	$	24,479	$	(50,553	)
Add:
Interest expense	22,857		45,096
Interest expense—related party	17,339		1,777
Depreciation expense	61,045		61,441
Income tax expense	875		806
EBITDA	$	126,595	$	58,567

SIGNATURES

~~Item~~Pursuant ~~7.01~~to ~~Regulation~~the FDrequirements ~~Disclosure~~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.

Note above and the information in Item 2.02 of this Current Report on Form 8-K are incorporated by reference into this Item 7.01.


	OCI Partners LP

	By:	OCI GP LLC, its general partner

Dated: March 5, 2018	By:	/s/ Ahmed K. El-Hoshy
		Ahmed K. El-Hoshy
		Chief Executive Officer

The information being furnished under Items 2.02 and 7.01 of this report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

________________________________________________________________________________________________________________________________

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
Dated: February 5, 2018	By:	/s/ Ahmed El-Hoshy
		Ahmed El-Hoshy
		President and Chief Executive Officer

Filing Compare · OCI Partners LP