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EX-3.1 - EX-3.1 - OCI Partners LPd698792dex31.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

 

Date of Report: March 26, 2014

(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:   Physical Address:  
 

P.O. Box 1647

Nederland, Texas 77627

 

5470 N. Twin City 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))

 

 

 


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 26, 2014, OCI Partners LP (the “Partnership”) entered into Amendment No. 1 (the “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”). The Amendment more narrowly specifies the categories of expenses and costs incurred by OCI GP LLC, the general partner of the Partnership, and its affiliates that are reimbursable by the Partnership pursuant to Section 7.4(b) of the Partnership Agreement.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated into this Item 5.03 by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

  

Description

3.1    Amendment No. 1, dated as of March 26, 2014, to the First Amended and Restated Agreement of Limited Partnership of OCI Partners LP, dated as of October 9, 2013


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: March 26, 2014     By:  

/s/ Frank Bakker

      Frank Bakker
      President and Chief Executive Officer


EXHIBIT INDEX

 

Exhibit No.

  

Description

3.1    Amendment No. 1, dated as of March 26, 2014, to the First Amended and Restated Agreement of Limited Partnership of OCI Partners LP, dated as of October 9, 2013