Item 4. The Solicitation or Recommendation
Item 4 of the Original Schedule 14D-9 is amended by deleting the fifth sentence of the fifth paragraph under (a) and replacing it with the following
sentence:
Based on these judgments and the other factors described in this Schedule 14D-9, and after consultation with Tudor Pickering
Holt & Co Advisors LP (
Tudor
), its financial advisor in connection with the Offer, the Conflicts Committee has determined that the Offer and subsequent going-private transaction are fair to the Unaffiliated Unitholders
and recommends that Unaffiliated Unitholders tender their Units in the Offer.
Item 4 of the Original Schedule 14D-9 is amended by inserting at the
end of the paragraph beginning with On June 5, 2018, a telephonic meeting of the Conflicts Committee
under (b):
In
the months prior to the commencement of the Offer, Mr. Fraser had discussed with Michael Bennett, the chairman of the board of OCI, the possibility that Mr. Fraser may in the future join the OCI board; consequently, out of an abundance of
caution, it was determined that Mr. Fraser would not serve on the Conflicts Committee.
Item 4 of the Original Schedule 14D-9 is amended by
inserting at the end of the paragraph beginning with On June 8, 2018, a telephonic meeting of the Conflicts Committee
under (b):
OCIs management provided the Conflicts Committee and Tudor with OCIs internal forecasts for OCIP. Such forecasts and information
regarding the material assumptions and limitations are set forth on exhibit (a)(1)(ix) hereto and in the Offer to Purchase under
Special FactorsFinancial Projections
, which are incorporated herein by reference.
Item 4 of the Original Schedule 14D-9 is amended by inserting the following sentence after the first sentence in the paragraph with the heading
Financial Analysis and Opinion of Tudor.
under (c):
The Conflicts Committee expressly adopts the analysis and
conclusion of fairness provided by Tudor in making its fairness determination.
Item 4 of the Original Schedule 14D-9 is amended by inserting after
the fourth paragraph under the heading
Other Factors
under (c):
Prior Offer by OCI.
The Conflicts Committee
considered the prior offer by OCI in December 2016, taking into account changes in operational and market factors relating to the Partnership since that date. As of December 5, 2016, the last trading day before the announcement of the prior
offer, the cash-equivalent value of the OCI shares offered for each Unit was $7.80, a premium of 8.3% over the $7.20 closing price of the Units on December 5, 2016. The Conflicts Committee believes that the current Offer Price of $11.50 per
Unit is fair to the unaffiliated Unitholders in light of current operational and market factors and the fact that in addition to receiving increased consideration, unitholders have also had the benefit of additional meaningful distributions from the
Partnership since the time of the prior offer by OCI. Finally, the Conflicts Committee viewed favorably the options available to unitholders because of the provision of cash consideration instead of OCI shares.
Going Concern Value.
While the Conflicts Committee did not establish a specific going concern value, it considered the financial
analyses of Tudor as an indication of going concern value.
Factors Not Considered.
The Conflicts Committee did not consider the
following factors in determining the fairness of the transaction to the Unaffiliated Unitholders:
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Net Book Value
: The Conflicts Committee did not consider the net book value of the Partnership in determining the fairness of the transaction to the Unaffiliated Unitholders because master limited
partnerships are not customarily valued on multiples of net book value or similar metrics.
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