(1)

Includes common units issuable upon exercise of the underwriters' option to purchase additional common units.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o).

(3)

Previously paid.

(1)

Excludes a structuring fee of        % of the gross proceeds of this offering payable to Citigroup Global Markets Inc. and Goldman, Sachs & Co. Please read "Underwriting."

SUMMARY

        This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including the historical and pro forma financial statements and the notes to those financial statements, before investing in our common units. The information presented in this prospectus assumes (1) an initial public offering price of $        per common unit (the mid-point of the price range set forth on the cover page of this prospectus) and (2) unless otherwise indicated, that the underwriters' option to purchase additional common units is not exercised and that the common units otherwise issuable upon the exercise of such option are instead issued to the owners of our general partner. You should read "Risk Factors" for information about important risks that you should consider before buying our common units.

        OCI Resources LP, or OCI Resources, has been recently formed by OCI Wyoming Holding Co., or OCI Holdings, to hold, at the closing of this offering, a controlling 40.98% general partner interest and 10.02% limited partner interest in OCI Wyoming, L.P., or, including any of its subsidiaries, OCI Wyoming. OCI Wyoming owns and operates a trona ore mining and soda ash production facility in the Green River Basin of Wyoming. This general partner interest in OCI Wyoming was previously held by OCI Holdings. OCI Chemical Corporation, or OCI Chemical, owns 100% of the capital stock of OCI Holdings. OCI Chemical is a wholly owned subsidiary of OCI Enterprises Inc., or Enterprises. Enterprises is a majority owned subsidiary of OCI Company Ltd., or OCI Company. NRP Trona LLC, or NRP, an unaffiliated third party, owns a 39.37% general partner interest and 9.63% limited partner interest in OCI Wyoming. We refer to our general partner interest in OCI Wyoming as the "controlling interest" and to NRP's general partner interest as the "noncontrolling interest." Prior to this offering, the 10.02% limited partner interest in OCI Wyoming was held by OCI Wyoming Co., or Wyoming Co., an entity owned by OCI Holdings. References to our general partner refer to OCI Resource Partners LLC, or OCI GP, a wholly owned subsidiary of OCI Holdings. Please read "Summary—Formation Transactions and Partnership Structure."

        Unless the context otherwise requires, references in this prospectus to "the Company," "we," "our," "us," or like terms, when used in a historical context with respect to operations or assets, refer to OCI Wyoming. When used in a historical context with respect to financial results, such terms refer to OCI Holdings, or our "Predecessor," and, unless otherwised noted, financial information for our Predecessor is presented before the noncontrolling interest. When used in the present tense or prospectively, such terms refer to OCI Resources and its subsidiaries, and, unless otherwise noted, financial information for OCI Resources is presented before the noncontrolling interest. When we present financial information on a pro forma basis, such financial information assumes and gives effect to the consummation of this offering and the other transactions described under "Summary—Formation Transactions and Partnership Structure."

        OCI Resources does not have any employees, and we are managed by our general partner, the executive officers of which are employees of Enterprises. In this prospectus, we refer to Enterprises as "our sponsor." Unless the context otherwise requires, references in this prospectus to "our officers" and "our directors" refer to the officers and directors of our general partner.

OCI Resources LP

Overview

        We are a Delaware limited partnership formed by OCI Holdings to operate the trona ore mining and soda ash production business of OCI Wyoming. We own a controlling 40.98% general partner interest and 10.02% limited partner interest in OCI Wyoming, which is one of the largest and lowest cost producers of soda ash in the world, serving a global market from our facility in the Green River Basin of Wyoming. Our facility has been in operation for more than 50 years.

        As of March 31, 2013, OCI Wyoming had proven and probable reserves of approximately 267.1 million short tons of trona, which is equivalent to 145.5 million short tons of soda ash. During the year ended December 31, 2012, OCI Wyoming mined approximately 3.87 million short tons of trona and produced approximately 2.45 million short tons of soda ash. During the three months ended

March 31, 2013, OCI Wyoming mined approximately 1.0 million short tons of trona and produced approximately 0.63 million short tons of soda ash. Based on a projected mining rate of 4.0 million short tons of trona per year, OCI Wyoming has enough proven and probable trona reserves to continue mining trona for approximately 67 years.

        The following table sets forth certain operating data regarding our business.

        Our facility is situated on approximately 880 acres, and our mining operations consist of approximately 23,500 acres of leased and licensed subsurface mining area. We use six large continuous mining machines and ten underground shuttle cars in our mining operations. Our processing assets consist of material sizing units, conveyors, calciners, dissolver circuits, thickener tanks, drum filters, evaporators and rotary dryers. Our facility also includes seven storage silos with total capacity of 65,000 short tons in which we store soda ash before shipment by bulk rail or truck to distributors and end customers. We lease a fleet of more than 1,700 covered hopper cars that serve as dedicated rail transport for approximately 98% of our soda ash.

        Trona, a naturally occurring soft mineral, is also known as sodium sesquicarbonate and consists primarily of sodium carbonate, or soda ash, sodium bicarbonate and water. We process trona ore into soda ash, which is an essential raw material in flat glass, container glass, detergents, chemicals, paper and other consumer and industrial products. The vast majority of the world's trona reserves are located in the Green River Basin. According to IHS Global Inc., or IHS, approximately one quarter of global soda ash is produced by processing trona, with the remainder being produced synthetically through chemical processes. We believe processing soda ash from trona is the cheapest manner in which to produce soda ash. The costs associated with procuring the materials needed for synthetic production are greater than the costs associated with mining trona for trona-based production. In addition, we believe trona-based production consumes less energy and produces fewer undesirable byproducts than synthetic production.

        For the year ended December 31, 2012, before the noncontrolling interest, pro forma total net sales, net income and Adjusted EBITDA were approximately $462.6 million, $114.1 million and $142.5 million, respectively. For the year ended December 31, 2012, after the noncontrolling interest, pro forma net income and Adjusted EBITDA were approximately $58.0 million and $72.7 million, respectively. For the three months ended March 31, 2013, before the noncontrolling interest, pro forma total net sales, net income and Adjusted EBITDA were approximately $108.2 million, $17.2 million and $24.4 million, respectively. For the three months ended March 31, 2013, after the noncontrolling interest, pro forma net income and Adjusted EBITDA were approximately $8.2 million and $12.4 million, respectively. See "OCI Resources LP Unaudited Pro Forma Financial Statements" for

details of pro forma adjustments made to prepare our pro forma financial statements before the noncontrolling interest. See "Selected Historical and Pro Forma Financial and Operating Data—Non-GAAP Financial Measures" for the definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income and cash flow from operations.

Our Competitive Strengths

        We believe that the following competitive strengths will allow us to execute our business strategies successfully and to achieve our objective of generating and growing cash available for distribution to our unitholders:

        Cost Advantages of Producing Soda Ash from Trona.    We believe that as a producer of soda ash from trona, we have a significant competitive advantage compared to synthetic producers of soda ash. The manufacturing and processing costs for producing soda ash from trona are more cost competitive than other manufacturing techniques, partly because the costs associated with procuring the materials needed for synthetic production are greater than the costs associated with mining trona for trona-based production. In addition, we believe trona-based production consumes less energy and produces fewer undesirable byproducts than synthetic production. Based on our estimates and industry sources, we believe the average cost of production per short ton of soda ash (before freight and logistics costs) from trona is approximately one-third to one-half the cost per short ton of soda ash from synthetic production. We believe that our competitive cost structure, together with our current logistics arrangements, allows us to be competitive globally.

        Substantial Reserve Life from Significant Reserves.    As of March 31, 2013, we had approximately 128.8 million short tons of proven trona reserves and 138.3 million short tons of probable trona reserves as estimated by Hollberg Professional Group. Based on a mining rate of 4.0 million short tons of trona per year, we have enough proven and probable trona reserves to continue mining trona for approximately 67 years.

        Certain Operational Advantages Compared to Other Trona-Based Producers.    We believe we have certain operational advantages over other soda ash producers in the Green River Basin due to the operational characteristics of our facilities as described below. These advantages are manifested in our high productivity and efficiency rates.

•

Location of our mining beds and high purity trona.  Our mining beds are located 800 to 1100 feet below the surface, which is significantly closer to the surface than the mining beds of other operators in the Green River Basin. The relatively shallow depth of our beds compared to other Green River Basin trona mines contributes to favorable ground conditions and improved mining efficiency. In addition, the trona in our mining beds has a higher concentration of soda ash as compared to the trona mined at other locations in the Green River Basin. Our trona ore is generally composed of approximately 85% to 89% pure trona.



•

Advantageous facility layout.  Our surface site includes a high capacity network of natural ponds that we use to recapture soda ash lost in processing trona through a process we introduced in 2009 called deca rehydration. Primarily as a result of this process, we have been able to reduce our ore to ash ratio by 11% over the past three years. Introducing deca into our process has also reduced our energy consumption per short ton of soda ash produced.

        Strong Safety Record.    We have an outstanding track record for safety, and we have among the lowest instances of workplace injury in the U.S. mining industry. Our tradition of excellence in safety has been recognized by the Wyoming State Mine Inspector, which has awarded us its Safety Excellence Award for five consecutive years from 2008 to 2012. We also received three consecutive safety awards from the U.S. Industrial Minerals Association of North America and the Mine Safety and Health Administration from 2009 to 2011. In addition, the safety performance of our facilities, as measured by the number of citations, recordable injuries and lost work day injuries and accident incident rate,

exceeds that of our peers in the Green River Basin over the last five years, according to the Mine Safety and Health Administration.

        Stable Customer Relationships.    We have an extensive base of over 75 customers in industries such as flat glass, container glass, detergents, chemicals, paper and other consumer and industrial products. We have long-term relationships with many of our customers due to our competitive pricing, reliable shipping and high quality soda ash. For the year ended December 31, 2012, approximately 70% of our domestic net sales were made to customers with whom we have done business for over ten years. We have a strong, long-standing relationship with our primary export customer, ANSAC. ANSAC is a cooperative that serves as the primary international distribution channel for us and two other U.S. manufacturers of trona-based soda ash. ANSAC is one of the largest purchasers and exporters of soda ash in the world, and, as a result, ANSAC is able to leverage its economies of scale in the markets it serves. We believe that our customer relationships, including our relationship with ANSAC, lead to more stable cash flows and allow us to plan production activity more accurately.

        Experienced Management and Workforce.    Our facility has been in continuous operation for over 50 years. We are able to build on the collective knowledge gained from our experience during this period to continually improve our operations and introduce innovative processes. In addition, many members of OCI Wyoming's senior management team have more than 20 years of relevant industry experience. Our executives lead a highly productive workforce with an average tenure of more than 18 years. We believe our institutional knowledge, coupled with the relative seniority of our workforce, engenders a strong sense of teamwork and collegiality, which has led to one of the safest and most efficient operations in the industry today.

Our Business Strategies

        Our primary business objective is to generate stable cash flows, allowing us to make quarterly cash distributions to our common and subordinated unitholders and, over time, to increase those quarterly cash distributions. To achieve our objective, we intend to execute the following key business strategies:

        Capitalize on the Growing Demand for Soda Ash.    We believe that as one of the leading low-cost producers of trona-based soda ash, we are well-positioned to capitalize on the worldwide growth of soda ash. While consumption of soda ash within the United States is expected to remain relatively stable in the near future, overall worldwide demand for soda ash is projected by IHS to grow from an estimated 59.4 million short tons in 2012 to approximately 82.3 million short tons by 2022, which represents a compounded annual growth rate of 3.3%. We believe that as global demand increases, we will be well positioned to maintain our market share in the principal markets in which we operate by increasing our production through refinements in our production process and without significant additional strategic capital expenditures.

        Increase Operational Efficiencies.    We intend to continue focusing on increasing the efficiency of our operations. More than $400 million in maintenance, efficiency and expansion related capital expenditures have been invested in OCI Wyoming since 1996. We have continued to improve our processing techniques, which have enabled us to reduce our ore to ash ratio by 11% over the past three years. We have identified opportunities to increase our annual production capacity by further streamlining our refining process and implementing certain process efficiencies. We anticipate that we will spend approximately $22 million on these projects, which we expect will be completed by early 2015.

        Maintain Financial Flexibility.    We intend to pursue a disciplined financial policy and seek to maintain a conservative capital structure that we believe will provide enhanced stability to our existing cash flows and allow us to consider attractive growth projects and strategic acquisitions in all market environments. Upon the consummation of this offering, we expect OCI Wyoming's liquidity to consist of cash on hand and borrowing availability under a $190 million senior unsecured revolving credit

facility, which we refer to as the OCI Wyoming Credit Facility. As of March 31, 2013, after giving effect to OCI Wyoming's entry into the OCI Wyoming Credit Facility and borrowings by OCI Wyoming thereunder prior to the date of this prospectus, which borrowings were used, together with $0.3 million in cash, to refinance $31.0 million of OCI Wyoming's existing debt, fund an $11.5 million special distribution to Wyoming Co. and a $91.5 million aggregate special distribution to NRP and us and pay approximately $1.3 million of debt issuance costs, OCI Wyoming's borrowing availability would have been $35.0 million under the OCI Wyoming Credit Facility. In addition, OCI Resources has $10 million of borrowing availability under its secured revolving credit facility, which we refer to as the Revolving Credit Facility. Please read "Management's Discussion and Analysis of Financial Condition and Results of Operations—Debt."

        Expand Operations Strategically.    In addition to capacity expansions and process improvements at our current facility, we plan to grow our business through various methods as they become available to us, including: (1) organic growth of our existing business by expanding our customer relationships and by making strategic capital expenditures; (2) acquisition of other businesses involved in mining and processing minerals and manufacturing chemicals; (3) acquisition of other soda ash facilities if and when they become available; and (4) acquisition of shipping, logistical or other ancillary businesses to improve our efficiencies and grow our cash flows. However, none of these opportunities may become available to us, and we may choose not to pursue any opportunities that are presented to us.

Recent Developments

        Based on preliminary data, we estimate that our production, average pricing and sales for the quarter ended June 30, 2013 will be as follows:

•

We estimate that we mined approximately 0.98 million short tons of trona during the three months ended June 30, 2013, from which we produced approximately 0.61 million short tons of soda ash. During the three months ended June 30, 2012, we mined approximately 0.92 million short tons of trona and produced approximately 0.58 million short tons of soda ash.



•

We estimate that our average sales price was approximately $181.0 per short ton for the three months ended June 30, 2013, reflecting an average international sales price of approximately $150.3 per short ton and an average domestic sales price of approximately $243.1 per short ton. During the three months ended June 30, 2012, our average sales price was $197.7 per short ton, our average international sales price was $172.8 per short ton and our average domestic sales price was $246.2 per short ton.



•

We estimate that we sold approximately 0.6 million short tons of soda ash during the three months ended June 30, 2013 of which approximately 0.4 million short tons of soda ash was sold internationally and approximately 0.2 million short tons of soda ash was sold domestically. During the three months ended June 30, 2012, we sold approximately 0.6 million short tons of soda ash, reflecting international sales of approximately 0.4 million short tons of soda ash and domestic sales of approximately 0.2 million short tons of soda ash.

        We expect that our cost of sales and expenses, including our selling and marketing expenses and other general and administrative expenses, will be relatively consistent compared with those for the three months ended March 31, 2013 and consistent with the forecast for the twelve months ending June 30, 2014.

        Because our financial statements for the quarter ended June 30, 2013 are not yet available, the estimates included above are preliminary, unaudited, not reviewed by our accountants, subject to completion, reflect our current best estimates and may be revised as a result of management's further review of our results. During the course of the preparation of our consolidated financial statements and related notes, we may identify items that would require us to make material adjustments to the preliminary financial and operational information presented above.

Risk Factors

        An investment in our common units involves risks associated with our business, regulatory and legal matters, our limited partnership structure and the tax characteristics of our common units. The following list of risk factors is not exhaustive. You should carefully consider the risks described in "Risk Factors" beginning on page 24 of this prospectus and the other information in this prospectus before deciding whether to invest in our common units.

Risks Inherent in Our Business

•

We may not have sufficient cash from operations following the establishment of cash reserves and payment of fees and expenses, including cost reimbursements to our general partner and its affiliates, to enable us to pay the minimum quarterly distribution on our units.



•

Soda ash prices have been and in the future may be volatile, and lower soda ash prices will negatively affect our financial position and results of operations.



•

A substantial portion of our costs are energy costs and freight costs. Increases in natural gas costs or freight costs could increase our costs significantly and adversely affect our results of operations.



•

All of our operations are conducted at one facility. Any adverse developments at our facility could have a material adverse effect on our results of operations and therefore our ability to make cash distributions to our unitholders.



•

Approximately 98% of our soda ash is shipped via rail and we rely on one rail line to service our facility under a contract that expires in 2014. Interruptions of service on this rail line could adversely affect our results of operations and our ability to make cash distributions to our unitholders.



•

Unfavorable economic conditions may reduce demand for our products, which could adversely affect our results of operations.



•

A significant portion of the demand for soda ash comes from glass manufacturers and other industrial end users whose businesses can be adversely affected by economic downturns.



•

A significant portion of our international sales of soda ash are to ANSAC and therefore adverse developments at ANSAC or its customers, or in any of the markets in which we make direct international sales, could adversely affect our ability to compete in certain international markets.



•

If our international sales increase as a percentage of total sales, our gross margin would decrease and the average trade credit payment period of our customers would increase, which could adversely affect our financial position and our ability to distribute cash to our unitholders.



•

We face intense competition, including from companies that have capital resources greater than ours and that have more diversified operations.



•

Our contracts and exclusive arrangements with our customers have terms of three months to three years, and are not exclusive dealing or take or pay arrangements.



•

Restrictions in the agreements governing OCI Wyoming's indebtedness could limit its operations and our ability to distribute cash to our unitholders.



•

Mining development, exploration and processing operations pose numerous hazards and uncertainties that may negatively affect our business.



•

Restrictions in the Revolving Credit Facility could adversely affect our business, financial condition, results of operations and ability to make quarterly cash distributions to our unitholders.

•

Our general partner is a guarantor under, and its equity interests and assets (other than its general partner interests in us) are pledged as collateral for, OCI Chemical's $25 million senior secured credit facility; in the event OCI Chemical is unable to meet its obligations under that facility, or is declared bankrupt, OCI Chemical's lenders may gain control of our general partner or, in the case of bankruptcy, our partnership may be dissolved.



•

Restrictions in OCI Chemical's credit facility could limit our operations and our ability to distribute cash to our unitholders.



•

We are subject to stringent environmental laws and regulations that may expose us to significant costs and liabilities.

Risks Inherent in an Investment in Us

•

Our general partner and its affiliates, including our sponsor, have conflicts of interest with us and our unitholders and limited duties to us and our unitholders, and they may favor their own interests to the detriment of us and our unitholders.



•

Our sponsor and other affiliates of our general partner are not restricted in their ability to compete with us.



•

Our partnership agreement restricts the remedies available to holders of our common units for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty.



•

Holders of our common units have limited voting rights and are not entitled to elect our general partner or its directors.



•

Even if holders of our common units are dissatisfied, they cannot initially remove our general partner without our general partner's consent.



•

Unitholders will experience immediate and substantial dilution in net tangible book value of $        per common unit.

Tax Risks to Common Unitholders

•

Our tax treatment depends on our status as a partnership for U.S. federal income tax purposes, as well as our not being subject to a material amount of entity-level taxation by individual states. If the IRS were to treat us as a corporation for U.S. federal income tax purposes or we were to become subject to material additional amounts of entity-level taxation for state tax purposes, then our ability to distribute cash to you could be substantially reduced.



•

The tax treatment of publicly traded partnerships or an investment in our units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis.



•

You will be required to pay taxes on your share of our income even if you do not receive any cash distributions from us.

Formation Transactions and Partnership Structure

        We are a Delaware limited partnership recently formed in April 2013 by OCI Holdings to own an interest in OCI Wyoming. Prior to this offering the following restructuring transactions were completed:

•

OCI Holdings contributed its 50.49% general partner interest in OCI Wyoming to us.



•

Wyoming Co., which was owned by OCI Chemical and NRP, restructured its 1% limited partner interest in OCI Wyoming by recapitalizing such limited partner interest into a 19.65% limited partner interest to eliminate, among other things, a $14.5 million annual preferred return to which Wyoming Co. was entitled. As a result of this recapitalization, our general partner interest

was reduced to a 40.98% general partner interest and NRP's 48.51% general partner interest was reduced to a 39.37% general partner interest.

•

Wyoming Co. redeemed all of its preferred stock and common stock held by NRP in exchange for a 9.63% recapitalized limited partner interest in OCI Wyoming.

As a result of these transactions, (1) we own a 40.98% general partner interest in OCI Wyoming, (2) Wyoming Co., which is now wholly owned by OCI Chemical, owns a 10.02% limited partner interest in OCI Wyoming and (3) NRP owns a 39.37% general partner interest and 9.63% limited partner interest in OCI Wyoming. See "Summary Historical and Pro Forma Financial and Operating Data."

        Also prior to this offering, we and OCI Wyoming entered into the following credit facilities:

•

On July 18, 2013, OCI Wyoming entered into the OCI Wyoming Credit Facility and borrowed $135.0 million thereunder to refinance existing debt, fund a special distribution to its partners and pay debt issuance costs, as described in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Debt—OCI Wyoming Credit Facility."



•

On July 18, 2013, OCI Resources entered into the Revolving Credit Facility, as described in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Debt—Revolving Credit Facility."

        At or prior to the completion of this offering, the following transactions, which we refer to as the formation transactions, will occur:

•

Wyoming Co. will contribute its 10.02% limited partner interest in OCI Wyoming to us.



•

We will issue to OCI Holdings                    common units and                    subordinated units, representing an aggregate        % limited partner interest in us.



•

We will issue to OCI GP                    general partner units, representing a 2.0% general partner interest in us, and all of our incentive distribution rights.



•

We will issue                    common units to the public in this offering, representing a        % limited partner interest in us, and will use the proceeds of this offering as described in "Use of Proceeds."



•

We will enter into an omnibus agreement with Enterprises and our general partner, as described under "Certain Relationships and Related Party Transactions—Agreements Governing the Transactions."

        The number of common units we will issue to OCI Holdings includes                    common units that will be issued at the expiration of the underwriters' option to purchase additional common units, assuming that the underwriters do not exercise their option. Any exercise of the underwriters' option to purchase additional units would reduce the number of common units shown as issued to OCI Holdings by the number of units purchased by the underwriters in connection with such exercise. If and to the extent the underwriters exercise their option to purchase additional common units, the number of common units purchased by the underwriters pursuant to any exercise will be sold to the public, and any remaining common units not purchased by the underwriters pursuant to any exercise of the option will be issued to OCI Holdings at the expiration of the option period. All of the net cash proceeds from any exercise of the underwriters' option to purchase additional common units will be distributed to OCI Chemical.

        After the completion of this offering, OCI Wyoming may be converted into a Delaware limited liability company. If this conversion occurs, our controlling 40.98% general partner interest and 10.02% limited partner interest in OCI Wyoming would be converted into a 51% controlling limited liability company interest in such limited liability company.

Organizational Structure

        The following is a diagram of our organizational structure after giving effect to this offering and the related transactions.

Our Management

        We are managed and operated by the board of directors and executive officers of our general partner. As the owner of our general partner, OCI Holdings will have the right to appoint all members of the board of directors of our general partner, including at least three directors meeting the independence standards established by the New York Stock Exchange, or NYSE. At least one of our independent directors will be appointed prior to the date our common units are listed for trading on the NYSE. Our unitholders will not be entitled to elect our general partner or its directors or otherwise directly participate in our management or operations. For more information about the executive officers and directors of our general partner, please read "Management."

Our Relationship with OCI Company

        OCI Company, the parent company of Enterprises, is a diversified, global company with its common shares listed on the Korea Exchange and its global depositary receipts listed on the Singapore Exchange Securities Trading Limited. OCI Company, its subsidiaries and its affiliates have a product portfolio consisting of inorganic chemicals, petrochemicals and coal chemicals, fine chemicals, specialty gases and renewable energy. OCI Company and its subsidiaries have produced soda ash since the late 1960s. OCI Chemical acquired its interest in OCI Wyoming in 1996.

        Upon the closing of this offering, we intend to enter into an omnibus agreement with Enterprises and our general partner under which we will agree upon certain aspects of our relationship with them, including the provision by Enterprises and certain of its affiliates to us of specified administrative services and employees, our agreement to reimburse Enterprises for the cost of such services and employees, certain indemnification and reimbursement obligations, the use by us of "OCI" as part of our partnership name, and as a trademark and service mark, or a component thereof, for our products and services and other matters. Neither our general partner nor Enterprises will receive any management fee or other compensation in connection with our general partner's management of our business. However, prior to making any distribution on our common units, we will reimburse our general partner and its affiliates, including Enterprises, for all expenses they incur and payments they make on our behalf under the omnibus agreement and our partnership agreement. Our partnership agreement provides that our general partner will determine in good faith the expenses that are allocable to us. Additionally, OCI Chemical or its affiliates act, and following this offering will continue to act under the omnibus agreement, as our marketing and sales agent for all of our sales. Please read "Certain Relationships and Related Party Transactions—Omnibus Agreement."

        Our general partner will own                    general partner units representing a 2.0% general partner interest in us. These general partner units will entitle it to receive 2.0% of all the distributions we make. Our general partner will also own initially all of our incentive distribution rights, which will entitle it to increasing percentages, up to a maximum of 48.0%, of the cash we distribute in excess of $        per unit per quarter after the closing of our initial public offering. In addition, OCI Holdings will own                    common units and                     subordinated units. Please read "Certain Relationships and Related Party Transactions."

        While our relationship with OCI Company and its affiliates may provide significant benefits, it is also a source of potential conflicts. For example, OCI Company and its affiliates are not restricted from competing with us. In addition, certain of the executive officers and a majority of the directors of our general partner also serve as officers and/or directors of OCI Holdings or its affiliates, and these officers and directors face conflicts of interest, including conflicts of interest regarding the allocation of their time between us and OCI Company and its affiliates. Please read "Conflicts of Interest and Contractual Duties."

Summary of Conflicts of Interest and Contractual Duties

        Our general partner has a contractual duty to manage us in a manner it believes is in our best interest. However, the officers and directors of our general partner also have fiduciary duties to manage our general partner in a manner beneficial to OCI Company, the beneficial owner of our general partner, and OCI Company's affiliates. As a result, conflicts of interest may arise in the future between us or our unitholders, on the one hand, and OCI Company, its affiliates and our general partner, on the other hand.

        Delaware law provides that Delaware limited partnerships may, in their partnership agreements, expand, restrict or eliminate the fiduciary duties owed by the general partner to limited partners and the partnership. Our partnership agreement contains various provisions replacing the fiduciary duties that would otherwise be owed by our general partner under applicable law with contractual standards governing the duties of the general partner and the methods of resolving conflicts of interest. The effect of these provisions is to restrict the remedies available to our common unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty. Our partnership agreement also provides that affiliates of our general partner, including OCI Company and its other subsidiaries and affiliates, are permitted to compete with us. We may enter into additional agreements with Enterprises and its affiliates in the future relating to the purchase of additional assets, the provision of certain services to us and other matters. In the performance of their obligations under these agreements, Enterprises and its affiliates are not held to a fiduciary duty standard of care to us, our general partner or our limited partners, but rather to the standard of care specified in these agreements. By purchasing a common unit, the purchaser agrees to be bound by the terms of our partnership agreement, and each common unitholder is treated as having consented to various actions and potential conflicts of interest contemplated in the partnership agreement that might otherwise be considered a breach of fiduciary or other duties under applicable state law. For a more detailed description of the conflicts of interest and duties of our general partner, please read "Conflicts of Interest and Contractual Duties." For a description of other relationships with our affiliates, please read "Certain Relationships and Related Party Transactions."

Principal Executive Offices

        Our principal executive offices are located at Five Concourse Parkway, Suite 2500, Atlanta, Georgia 30328, and our telephone number is (707) 375-2300. Our website address will be www.ociresources.com. We intend to activate the website immediately following this offering. We intend to make our periodic reports and other information filed with or furnished to the SEC available free of charge through our website as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.

Emerging Growth Company Status

        We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we are an emerging growth company, unlike other public companies, we will not be required to:

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provide an auditor's attestation report on management's assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002;



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present more than two years of audited financial statements, selected financial data and related Management's Discussion and Analysis of Financial Condition and Results of Operations in this prospectus;

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comply with certain new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB;



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comply with certain new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise;



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provide disclosures regarding executive compensation required of larger public companies; or



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obtain unitholder approval of any golden parachute payments not previously approved.

        We intend to take advantage of all of these exemptions, although we have elected to present three years of audited financial statements and related Management's Discussion and Analysis of Financial Condition and Results of Operations and five years of selected financial data in this prospectus.

        We will cease to be an emerging growth company when any of the following conditions apply:

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we have $1.0 billion or more in annual revenues;



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at least $700 million in market value of our common units are held by non-affiliates;



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we issue more than $1.0 billion of non-convertible debt over a three-year period; or



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the last day of the fiscal year following the fifth anniversary of our initial public offering has passed.

        In addition, an emerging growth company can delay its adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to "opt out" of such extended transition period, and as a result, we will comply with any new or revised accounting standards on the relevant dates on which non-emerging growth companies must adopt such standards. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

The Offering

Summary Historical and Pro Forma Financial and Operating Data

        The following table sets forth certain summary consolidated historical financial and operating data of our Predecessor, as of the date and for the periods indicated, and summary pro forma financial data of OCI Resources, as of the date and for the periods indicated. At the closing of this offering we will own a controlling 40.98% general partner interest and 10.02% limited partner interest in OCI Wyoming, the entity that owns and operates a trona ore mining and soda ash production business and related assets in the Green River Basin of Wyoming. As a result, NRP's 39.37% general partner interest and 9.63% limited partner interest in OCI Wyoming are reflected as a noncontrolling interest.

        The summary consolidated financial data as of and for the three months ended March 31, 2013 and for the three months ended March 31, 2012 presented in the following table are derived from the unaudited historical condensed financial statements of our Predecessor included elsewhere in this prospectus. The summary consolidated historical financial data as of December 31, 2011 and 2012 and for the years ended December 31, 2010, 2011 and 2012 presented in the following table are derived from the audited historical financial statements of our Predecessor included elsewhere in this prospectus. The summary historical consolidated balance sheet data as of December 31, 2010 is derived from the audited historical consolidated balance sheet of our Predecessor that is not included in this prospectus. The following table should be read together with, and is qualified in its entirety by reference to, the historical audited consolidated financial statements of our Predecessor included elsewhere in this prospectus. The following table should also be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        The summary pro forma consolidated financial data presented in the following table for the year ended December 31, 2012 and as of and for the three months ended March 31, 2013 are derived from the unaudited pro forma consolidated financial data included elsewhere in this prospectus. The following table should be read together with, and is qualified in its entirety by reference to, the unaudited pro forma financial data included elsewhere in this prospectus. The following table should also be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations." The unaudited pro forma consolidated financial statements have been prepared as if the formation transactions and the completion of this offering had taken place on March 31, 2013, in the case of the pro forma balance sheet, and as of January 1, 2012, in the case of the pro forma Statement of Operations for the year ended December 31, 2012 and the three months ended March 31, 2013, respectively.

        Our unaudited pro forma consolidated financial statements give effect to the following transactions:

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OCI Wyoming's closing on July 18, 2013 of the OCI Wyoming Credit Facility and the borrowing of $135.0 million thereunder to refinance existing debt, fund a special distribution to its partners and pay debt issuance costs, each as described in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Debt—OCI Wyoming Credit Facility";



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our closing on July 18, 2013 of the Revolving Credit Facility, which we have assumed is undrawn during the pro forma period;



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the contribution by OCI Holdings of its 50.49% general partner interest in OCI Wyoming to us;



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the restructuring of Wyoming Co.'s 1% limited partner interest in OCI Wyoming by recapitalizing such limited partner interest into a 19.65% limited partner interest to eliminate, among other things, a $14.5 million annual preferred return to which Wyoming Co. was entitled. As a result of this recapitalization, our general partner interest was reduced to a 40.98% general partner interest and NRP's 48.51% general partner interest was reduced to a 39.37% general partner interest;

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the redemption of all of the preferred stock and common stock of Wyoming Co. held by NRP in exchange for a 9.63% recapitalized limited partner interest in OCI Wyoming;



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the contribution by Wyoming Co., which is now wholly owned by OCI Chemical, of its 10.02% limited partner interest in OCI Wyoming to us;



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the issuance by us of        common units and        subordinated units, representing an aggregate       % limited partner interest in us, to OCI Holdings;



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the issuance by us of        general partner units, representing a 2.0% general partner interest in us, and all of our incentive distribution rights, to OCI GP;



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the issuance by us of        common units to the public in this offering, representing a      % limited partner interest in us, and the receipt by us of $        in net proceeds;



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the application of the net proceeds of this offering as described in "Use of Proceeds"; and



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our entry into an omnibus agreement with Enterprises and our general partner.

        The following unaudited pro forma consolidated financial statements do not necessarily reflect what our financial position and results of operations would have been if we had operated as a publicly traded partnership during the periods shown.

Non-GAAP Financial Measures

        We define Adjusted EBITDA as net income (loss) plus net interest expense, income tax, depreciation and amortization, unrealized derivative gains and losses and certain other expenses that are non-cash charges or that we consider not to be indicative of ongoing operations. Adjusted EBITDA is a non-GAAP supplemental financial liquidity and performance measure that management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:

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our operating performance as compared to other publicly traded partnerships in our industry, without regard to historical cost basis or financing methods;



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the ability of our assets to generate sufficient cash flow to make distributions to our unitholders;



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our ability to incur and service debt and fund capital expenditures; and



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the viability of capital expenditure projects and the returns on investment of various investment opportunities.

        We believe that the presentation of Adjusted EBITDA in this prospectus provides useful information to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to Adjusted EBITDA are net income and cash flow from operations. Our non-GAAP financial measure of Adjusted EBITDA should not be considered as an alternative to net income or cash flow from operations. Adjusted EBITDA has important limitations as an analytical tool because it excludes some but not all items that affect net income and cash flows from operations. You should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA may be defined differently by other companies, including those in our industry, our definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.

        The following table presents a reconciliation of Adjusted EBITDA to net income and to cash flow from operations, the most directly comparable GAAP financial measures, on a historical basis and pro forma basis, as applicable, for each of the periods indicated.