EX-99.C 10 d558697dex99c.htm EX-99.C EX-99.C

Exhibit C

 

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June 1, 2018

The Board of Directors

OCI N.V.

Horthorstraat 19

Amsterdam

The Netherlands

Members of the Board of Directors:

The members of the Board of Directors of OCI N.V. (“Parent”) have requested our view as to the range of values of one common unit representing limited partner interests (each such interest, a “Unit”) in OCI Partners LP (the “Company”) in connection with your consideration of a potential tender offer for all Units not currently held by Parent or its affiliates (the “Offer”).

In arriving at our view, we have (i) reviewed certain publicly available business and financial information concerning the Company and the industries in which it operates; (ii) compared the financial and operating performance of the Company with publicly available information concerning certain other companies we deemed relevant and reviewed the current and historical market prices of the Company’s Units and certain publicly traded securities of such other companies; (iii) reviewed certain internal financial analyses and forecasts prepared by or at the direction of the management of Parent relating to the Company’s business; and (iv) performed such other financial studies and analyses and considered such other information as we deemed appropriate for the purposes of this letter.

In addition, we have held discussions with certain members of the management of Parent with respect to the past and current business operations of the Company, the financial condition and future prospects and operations of the Company, and certain other matters we believed necessary or appropriate to our inquiry.

In giving our view, we have relied upon and assumed, without assuming responsibility or liability for independent verification, the accuracy and completeness of all information that was publicly available or was furnished to or discussed with us by Parent or otherwise reviewed by or for us. We have not conducted or been provided with any valuation or appraisal of any assets or liabilities, nor have we evaluated the solvency of the Company or Parent under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses, projections, assumptions and forecasts provided to us


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or derived therefrom, we have assumed that they have been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management of Parent as to the expected future results of operations and financial condition of the Company to which such analyses, projections, assumptions and forecasts relate. We express no view as to such analyses, projections or forecasts or the assumptions on which they were based and Parent has confirmed that we may rely upon such analyses, projections, assumptions and forecasts in providing our view in this letter. We are not legal, regulatory, accounting or tax experts and have relied on the assessments made by advisors to Parent with respect to such issues.

Our view is necessarily based on economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. It should be understood that subsequent developments may affect our view expressed herein and that we do not have any obligation to update, revise, or reaffirm this view. This letter does not constitute an opinion as to the fairness, from a financial point of view or otherwise, of the terms of the Offer, including the consideration to be paid by Parent to any unitholder of the Company tendering Units in the Offer or otherwise, and we express no view as to the underlying decision by Parent to engage in the Offer or any other transaction. We are expressing no view herein as to the price at which the Company’s Units or the shares of Parent will trade at any future time.

We are acting as financial advisor to Parent with respect to the Offer and will receive a fee from Parent for such service. In addition, Parent has agreed to indemnify us for certain liabilities arising out of our engagement. During the two years preceding the date of this letter, we and our affiliates have had commercial or investment banking relationships with Parent, for which we and such affiliates have received customary compensation. Such services during such period have included acting (i) as dealer manager on an offer to buy back securities of Parent which closed in March 2018, (ii) as lead left global coordinator and bookrunner on Parent’s offering of debt securities which closed in April 2018, and (iii) as joint lead arranger and bookrunner on the Parent’s term and revolving credit facilities which closed in April 2018. In addition, we and our affiliates hold, on a proprietary basis, less than 1% of the outstanding shares of Parent. In the ordinary course of our businesses, we and our affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of the Company or Parent for our own account or for the accounts of customers and, accordingly, we may at any time hold long or short positions in such securities or other financial instruments.

On the basis of and subject to the foregoing, it is our view as of the date hereof that the equity of the Company has a range of value between $826.5 million and $1,000.5 million in the aggregate (or $9.50 and $11.50 per outstanding Unit, based on the unit count provided in the Company’s most recent Form 10-Q filed with the Securities and Exchange Commission on May 7, 2018).

 

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This letter is provided solely for the benefit of the Board of Directors of Parent (in their capacities as such) in connection with and for the purposes of its evaluation of the Company, and is not on behalf of, and shall not confer rights or remedies upon, any shareholder, creditor or any other person other than the Board of Directors of Parent or be used or relied upon for any other purpose. This letter does not constitute a recommendation to any unitholder of the Company as to whether any such unitholder should tender its Units into the Offer or as to any other matter. This letter may be reproduced in full in any Schedule TO or Schedule 13E-3 filed with the Securities and Exchange Commission but may not otherwise be disclosed, referred to, or communicated (in whole or in part) to any third party for any purpose whatsoever except with our prior written approval.

Very truly yours,

J.P. MORGAN SECURITIES PLC

 

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J.P. Morgan Securities plc

 

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STRICTLY PRIVATE AND CONFIDENTIAL Discussion Materials Project Eclipse | June 1, 2018


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CONFIDENTIAL This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it is directly addressed and delivered (including such client’s subsidiaries, the “Company”) in order to assist the Company in evaluating, on a preliminary basis, the feasibility of a possible transaction or transactions and does not carry any right of publication or disclosure, in whole or in part, to any other party. This presentation is for discussion purposes only and is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by J.P. Morgan. Neither this presentation nor any of its contents may be disclosed or used for any other purpose without the prior written consent of J.P. Morgan. The information in this presentation is based upon any management forecasts supplied to us and reflects prevailing conditions and our views as of this date, all of which are accordingly subject to change. J.P. Morgan’s opinions and estimates constitute J.P. Morgan’s judgment and should be regarded as indicative, preliminary and for illustrative purposes only. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Company or which was otherwise reviewed by us. In addition, our analyses are not and do not purport to be appraisals of the assets, stock, or business of the Company or any other entity. J.P. Morgan makes no representations as to the actual value which may be received in connection with a transaction nor the legal, tax or accounting effects of consummating a transaction. Unless expressly contemplated hereby, the information in this presentation does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects. Notwithstanding anything herein to the contrary, the Company and each of its employees, representatives or other agents may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment and the U.S. federal and state income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Company relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to the Company by J.P. Morgan. J.P. Morgan’s policies prohibit employees from offering, directly or indirectly, a favorable research rating or specific price target, or offering to change a rating or price target, to a subject company as consideration or inducement for the receipt of business or for compensation. J.P. Morgan also prohibits its research analysts from being compensated for involvement in investment banking transactions except to the extent that such participation is intended to benefit investors. IRS Circular 230 Disclosure: JPMorgan Chase & Co. and its affiliates do not provide tax advice. Accordingly, any discussion of U.S. tax matters included herein (including any attachments) is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone not affiliated with JPMorgan Chase & Co. of any of the matters addressed herein or for the purpose of avoiding U.S. tax-related penalties. J.P. Morgan is the marketing name for the Corporate and Investment Banking activities of JPMorgan Chase Bank, N.A., JPMS (member, NYSE), J.P. Morgan PLC authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority) and their investment banking affiliates. PROJECT ECLIPSE


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CONFIDENTIAL OCI Partners – unit price performance and NTM yield1 for the last two years 24-month unit price performance ($/unit) and NTM cash distribution yield1 24-m 12-m 6-m 3-m 1-m Unit price ($) High 10.45 10.45 10.45 10.45 10.45 Low 4.95 6.76 7.00 8.85 9.50 VWAP 7.97 8.49 8.56 9.69 10.09 $/unit Yield (%) Average 8.2% 11.2% 12.2% 12.6% 12.0% 15.0 Unit price performance NTM yield 16.0% 14.0% During period from Dec. 6, 2016 to April 14, 2017 trading was distorted by pending tender offer Current price of 10.0 10.0% $10.00/unit 8.0% 6.0% 5.0 4.0% 2.0% 0.0 0.0% May-16 Oct-16 Mar-17 Aug-17 Jan-18 May-18 Source: FactSet as of 05/31/18 1 Defined as cash distribution per unit / unit price PROJECT ECLIPSE J.P.Morgan


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CONFIDENTIAL Forecast key assumptions Management projections Forecast period    ∎ 6-year forecast from 2018 to 2023 and normalized terminal year forecast are provided by OCI N.V. (“Eclipse”) management ∎    Methanol and ammonia gross prices are based on averaged projections by recognized industry consultants ∎    Methanol: average contract price of $409—$473 per ton ∎ Assume annual sales volumes of 865KT, 808KT, 859KT, 859KT, 859KT, 808KT from 2018 to 2023 Revenue assumptions     ∎ Annual sales drop in 2019 and 2023 due to planned turnarounds reoccurring every 4 years      ∎    Ammonia: average contract price of $284—$379 per ton ∎ 310KT annual sales volumes in 2018 ∎ 331 – 333 KT annual run rate sales in 2019 and afterwards ∎    Natural gas: $2.57 – $3.29 per ton Profitability     ∎    Assume EBITDA margin of 44.2%—50.2% in 2018 to 2023; 44.9% in terminal year and afterwards ∎    Eclipse management provided terminal year projections adjusted for turnaround impact, $3.00 per ton for natural gas, 5 year mid-cycle historical average prices for methanol and ammonia, and long-term capex expectations ∎    Cash tax is calculated as (Revenue – COGS – Depreciation) * 1% before 2027 ∎    Tax rate post 2027 is subject to 21% federal rate assuming Methanol sales no longer qualifying as MLP income ∎    $71mm capex from 2018 to 2023, including $24mm turnaround expenses reoccurring every 4 years (2019 and 2023 in forecast period) Other     ∎ No incremental growth capex from 2018 ∎ Assume $15mm total capex in terminal year, including $7mm annual turnaround reserves, to reflect aging assets over time ∎ Assume depreciation accounts for 98% of capex in terminal year ∎    Assume $2mm quarterly working capital reserves from Q2 2018 ∎    Assume 0% terminal growth rate ∎    No equity issuance or buyback program Source: Eclipse management projections Note: All assumptions were reviewed and approved by Eclipse management for J.P. Morgan’s use in its analysis PROJECT ECLIPSE J.P.Morgan


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Confidential Financial summary     Management projections     Management projections $mm, except per unit metrics    2018E 2019E 2020E 2021E 2022E 2023E Revenue1    $416 $371 $378 $396 $414 $410 % growth    21.1% (10.7%) 1.7% 4.9% 4.6% (1.1%) Memo:     Sales volumes (KT)—Methanol    865 808 859 859 859 808 Average contract price ($/t)—Methanol    473 433 409 426 444 458 Sales volumes (KT)—Ammonia    310 331 333 333 333 331 Average contract price ($/t)—Ammonia    284 298 324 350 366 379 EBITDA    $197 $164 $174 $192 $208 $199 % margin    47.5% 44.2% 46.0% 48.5% 50.2% 48.5% Memo: Consensus EBITDA—for reference only    167 149 (-) debt service    (43) (35) (35) (35) (34) (34) (-) capex excl. turnarounds    (8) (4) (4) (2) (3) (2) (-) turnarounds reserves    (6) (6) (6) (6) (6) (6) (-) taxes    (1) (1) (1) (1) (2) (2) (-) working capital reserves    (9) (8) (8) (8) (8) (8) Distributable Cash Flow    $130 $110 $119 $140 $155 $146 % growth    113.3% (15.4%) 8.4% 17.2% 10.6% (5.2%) LP Distributable Cash Flow per unit    $1.49 $1.26 $1.37 $1.61 $1.78 $1.68 Dividend coverage ratio    1.00x 1.00x 1.00x 1.00x 1.00x 1.00x LP Distribution per unit    $1.49 $1.26 $1.37 $1.61 $1.78 $1.68 Capex    14 22 4 2 3 26 Depreciation    61 57 61 61 61 60 Interest expense    36 32 32 31 31 31 Net Income    99 74 80 98 114 106 Average units outstanding (mm)    87 87 87 87 87 87 Memo (Normalized financials)2     Revenue    $408 $385 EBITDA    $193 $172 Distributable Cash Flow    $125 $118 LP Distributable Cash Flow per unit    $1.44 $1.36 Source: Eclipse management projections Note: All assumptions were reviewed and approved by Eclipse management for J.P. Morgan’s use in its analysis 1 Sales revenue reflects net selling price after applicable discounts to contract price 2 2018E and 2019E management estimates normalized for turnaround as provided by Eclipse management PROJECT ECLIPSE J.P.Morgan


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CONFIDENTIAL Preliminary valuation analysis Management projections Implied equity value per unit ($) – rounded to the nearest $0.25, except 52-week high / low Selected valuation range: $9.50 – $11.50 For reference only : Dec. 2017 transaction price $8.40 per unit $6.76 52–week trading range (for reference only) Trading multiples Metric ($)1 P / 2019E LP DCF per unit $1.36 7.5x – 9.0x2 2019E yield $1.36 13.5% - 11.0%2 Metric ($mm)1 FV / 2018E EBITDA $193 6.0x – 7.0x3 FV / 2019E EBITDA $172 7.0x – 8.0x3 Discounted Dividend 12.5% - 14.5% cost of equity4 0% TVGR $12.25 $ $12.25 $8.75 $9.25 $11.75 $5 $6 $7 $8 $9 $10 $11 $12 $13 $14 $15 Source: Eclipse management projections, public filings, FactSet as of 05/31/18 Note: Assumes $399mm net debt as of 03/31/18 1 2018E and 2019E management estimates normalized for turnaround as provided by Eclipse management 2 Range based on MLP companies referencing CVR Refining (based on unaffected unit price as of 05/25/2018), CVR Partners, and OCI Partners consensus 3 Range based on C-Corp companies referencing Methanex 4 Cost of equity range based on U.S. risk free rate, equity risk premium, and relevered historical betas of Methanex and CVR Refining Current price $10.00 per unit      $10.45 $10.25 $10.00 $11.00 $11.25 $10.25 PROJECT ECLIPSE


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CONFIDENTIAL Analysis at various prices — for reference only     Management projections ($mm, except per unit metrics)     Metric Offer premium Premium to unit price    0% 2.5% 5.0% 7.5% 10.0% 12.5% 15.0% 17.5% 20.0% Offer price per unit    $10.00 $10.25 $10.50 $10.75 $11.00 $11.25 $11.50 $11.75 $12.00 Diluted unit count    87 87 87 87 87 87 87 87 87 Implied equity value    $870 $892 $913 $935 $957 $979 $1,000 $1,022 $1,044 Plus: Debt (03/31/18)    447 447 447 447 447 447 447 447 447 Less: Cash (03/31/18)    (49) (49) (49) (49) (49) (49) (49) (49) (49) Implied firm value    $1,269 $1,291 $1,312 $1,334 $1,356 $1,378 $1,399 $1,421 $1,443 Implied valuation multiples    Metric1 2018E    LP DCF per unit $1.44 7.1x 7.3x 7.5x 7.6x 7.8x 8.0x 8.2x 8.3x 2019E    LP DCF per unit $1.36 7.5x 7.7x 7.9x 8.1x 8.3x 8.5x 8.7x 8.8x 2018E    LP DPU $1.44 14.0% 13.7% 13.4% 13.1% 12.8% 12.5% 12.2% 12.0% 2019E    LP DPU $1.36 13.2% 12.9% 12.6% 12.3% 12.1% 11.8% 11.6% 11.3% 2018E    EBITDA $193 6.7x 6.8x 6.9x 7.0x 7.2x 7.3x 7.4x 7.5x 2019E    EBITDA $172 7.5x 7.6x 7.7x 7.9x 8.0x 8.1x 8.3x 8.4x Source: Eclipse management projections, public filings, FactSet as of 05/31/18     1 2018E and 2019E management estimates normalized for turnaround as provided by Eclipse management    PROJECT ECLIPSE


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Public companies — C-Corps Trading metrics ($mm except per share data) Methanol Current share price 05/31/18     % of 52-week high     Equity Value Firm value /     % of Equity Firm EBITDA 2018E EBITDA 2019E EBITDA Current share price 05/31/18     % of 52-week high value     Equity Value Firm value /     % of Equity Firm EBITDA 2018E EBITDA 2019E EBITDA Company     Methanex    $68.20 95.3% $5,700 $7,054 6.9x 7.9x Methanol median     6.9x 7.9x Methanol mean     6.9x 7.9x Ammonia — for reference only Current share price 05/31/18     % of 52-week high     Equity Value Firm value / 2018E EBITDA 2019E EBITDA     Yara    $41.21 84.9% $11,259 $14,673 8.4x 6.3x CF    $41.14 91.4% 9,640 13,785 10.3x 8.5x OCI NV 1    $27.40 94.9% 5,762 9,863 9.2x 7.8x LSB Industries    $5.07 43.3% 145 717 8.3x 5.3x Ammonia median     8.8x 7.1x Ammonia mean     9.1x 7.0x C-Corps median — for reference only     8.4x 7.8x C-Corps mean — for reference only     8.6x 7.2x OCI Partners — consensus    $10.00 95.7% $870 $1,269 7.6x 8.5x OCI Partners — management 2    $10.00 95.7% $870 $1,269 6.6x 7.4x Source: Eclipse management projections, company filings, equity research, FactSet as of 05/31/2018     Note: Calendarized to 12/31 year-end; 1 OCI NV firm value is adjusted for investments in associates; 2 2018E and 2019E sales and EBITDA management estimates normalized for turnaround as provided by Eclipse management


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CONFIDENTIAL Public companies — C-Corps (cont’d)     Operating metrics     Methanol     2017—2019    % 2017A sales EBITDA growth EBITDA margin FCF conversion Gross Net Company    sales CAGR from methanol 2018E 2019E 2018E 2019E 2018E 2019E leverage leverage Methanex    0.9% 100.0% 22.1% (12.4%) 29.8% 28.8% 83.8% 86.6% 1.7x 1.2x Methanol median    0.9% 22.1% (12.4%) 29.8% 28.8% 83.8% 86.6% 1.7x 1.2x Methanol mean    0.9% 22.1% (12.4%) 29.8% 28.8% 83.8% 86.6% 1.7x 1.2x Ammonia — for reference only     2017—2019    % 2017A sales EBITDA growth EBITDA margin FCF conversion Gross Net Company    sales CAGR from methanol 2018E 2019E 2018E 2019E 2018E 2019E leverage leverage Yara    9.3% 0.0% 19.4% 33.2% 13.9% 16.4% 6.6% 48.2% 2.4x 2.2x CF    6.2% 0.0% 38.4% 21.6% 31.5% 35.0% 68.1% 73.9% 4.7x 4.2x OCI NV    18.0% 25.0% 68.1% 18.0% 35.4% 40.2% 70.2% 83.5% 6.8x 6.3x LSB Industries    13.1% 0.0% 87.1% 57.3% 18.1% 24.9% 65.0% 75.0% 8.4x 7.8x Ammonia median    11.2% 53.3% 27.4% 24.8% 30.0% 66.5% 74.5% 5.7x 5.2x Ammonia mean    11.6% 53.3% 32.5% 24.7% 29.1% 52.5% 70.2% 5.6x 5.1x C-Corps median — for reference only    9.3% 38.4% 21.6% 29.8% 28.8% 68.1% 75.0% 4.7x 4.2x C-Corps mean —for reference only    9.5% 47.0% 23.5% 25.8% 29.1% 58.7% 73.4% 4.8x 4.3x OCI Partners — consensus    7.7% 77.7% 31.9% (10.8%) 41.1% 37.4% 94.6% 92.6% 3.1x 2.7x OCI Partners — management 1    5.8% 77.7% 52.1% (10.5%) 47.1% 44.8% 92.8% 87.4% 3.1x 2.7x Source: Eclipse management projections, company filings, equity research, FactSet as of 05/31/2018     Note: Calendarized to 12/31 year-end; FCF conversion defined as (EBITDA – cash capex) / EBITDA; 1 2018E and 2019E sales and EBITDA management estimates normalized for turnaround as provided by Eclipse management     PROJECT ECLIPSE


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CONFIDENTIAL Public companies — MLPs     For reference only Trading metrics ($mm except per unit data)     MLPs ($mm except per unit data)     Current unit price    % of Equity Firm Firm value / Equity value / DCF Distribution yield Company    05/31/181 52-week high value value 2018E EBITDA 2019E EBITDA 2018E 2019E 2018E 2019E CVR Refining 1    $22.10 93.4% $3,262 $3,695 7.4x 6.9x 11.0x 9.1x 9.1% 11.0% CVR Partners    $2.93 69.3% 332 897 10.1x 7.4x N/M 7.9x 5.5% 13.3% MLP median     8.8x 7.1x 11.0x 8.5x 7.3% 12.2% MLP mean     8.8x 7.1x 11.0x 8.5x 7.3% 12.2% OCI Partners — consensus    $10.00 95.7% $870 $1,269 7.6x 8.5x 7.2x 7.6x 12.3% 11.1% OCI Partners — management 2    $10.00 95.7% $870 $1,269 6.6x 7.4x 7.0x 7.4x 14.4% 13.6% Operating metrics     MLPs     2017—2019    EBITDA growth EBITDA margin 2017—2019 Gross Net Company    sales CAGR 2018E 2019E 2018E 2019E DCF CAGR leverage leverage CVR Refining 1    0.8% 33.7% 8.3% 7.7% 9.4% 32.7% 1.4x 1.1x CVR Partners    8.5% 34.5% 36.4% 24.9% 31.0% N/M 10.8x 9.8x MLP median    4.7% 34.1% 22.4% 16.3% 20.2% 32.7% 6.1x 5.4x MLP mean    4.7% 34.1% 22.4% 16.3% 20.2% 32.7% 6.1x 5.4x OCI Partners — consensus    7.7% 31.9% (10.8%) 41.1% 37.4% 37.4% 3.1x 2.7x OCI Partners — management 2    5.8% 52.1% (10.5%) 47.1% 44.8% 39.3% 3.1x 2.7x Source: Eclipse management projections, company filings, equity research, FactSet as of 05/31/2018     Note: Calendarized to 12/31 year-end; 1 CVR Refining market data as of 05/25/2018 to reflect unaffected unit price; 2 2018E and 2019E management estimates normalized for turnaround as provided by Eclipse management    


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Discounted distributable cash flow analysis     Assumes 3/31/18 valuation date     Management projections $mm, except per unit metrics    2018E 2019E 2020E 2021E 2022E 2023E Normalized 2023E5 Terminal Revenue    $416 $371 $378 $396 $414 $410 $415 $415 % growth    21.1% (10.7%) 1.7% 4.9% 4.6% (1.1%) 0.0% EBITDA    $197 $164 $174 $192 $208 $199 $186 $186 % margin    47.5% 44.2% 46.0% 48.5% 50.2% 48.5% 44.9% 44.9% (-) debt service    (43) (35) (35) (35) (34) (34) (34) (34) (-) capex excl. turnarounds    (8) (4) (4) (2) (3) (2) (8) (8) (-) turnarounds reserves    (6) (6) (6) (6) (6) (6) (7) (7) (-) taxes1    (1) (1) (1) (1) (2) (2) (1) (1) (-) working capital changes    (9) (8) (8) (8) (8) (8) (8) (8) Distributable cash flow    $130 $110 $119 $140 $155 $146 $128 $128 % growth    113.3% (15.4%) 8.4% 17.2% 10.6% (5.2%) 0.0% % revenue    31.3% 29.6% 31.6% 35.3% 37.3% 35.8% 30.7% 30.7% LP DCF per unit    $1.49 $1.26 $1.37 $1.61 $1.78 $1.68 $1.47 $1.47 Less: stub    (0.38) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 LP DCF per unit for discounting    $1.11 $1.26 $1.37 $1.61 $1.78 $1.68 $1.47 $1.47 Memo:     Diluted units outstanding3    87 87 87 87 87 87 87 87 Dividend coverage ratio    1.00x 1.00x 1.00x 1.00x 1.00x 1.00x 1.00x 1.00x PV of LP DCF per unit PV of tax loss per unit2 PV of terminal value per unit Implied LP value per unit Perpetuity growth rate Perpetuity growth rate Perpetuity growth rate 0.0% 0.0% 0.0% f 12.5% $6.29 ($0.87) $6.32 $11.73 Cost Equity 13.5% $6.14 ($0.74) $5.58 $10.98 Co 14.5% $5.99 ($0.64) $4.96 $10.32Implied LP equity value Implied terminal year EBITDA multiple4 Implied terminal year DCF multiple Perpetuity growth rate Perpetuity growth rate Perpetuity growth rate 0.0% 0.0% 0.0% 12.5% $1,021 12.5% 6.8x 12.5% 6.4x of 13.5% $955 Cost Equity 13.5% 6.5x Cost Equity 13.5% 6.0x 14.5% $898 14.5% 6.2x 14.5% 5.6x Source: Eclipse management projections through 2023; FactSet as of 05/31/18; Note: All assumptions were reviewed and approved by Eclipse management for J.P. Morgan’s use in its analysis 1 Assumes 1% grandfather tax rate under current MLP structure; 2 Assumes 21% tax rate from 2027 given Methanol no longer qualifying as MLP income; 3 Assumes no equity issuance or buyback program; 4 $410mm net debt as of 12/31/2023 as provided by Eclipse management; 5 Normalized for mid-cycle pricing, long-term capex, and average volume


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CONFIDENTIAL Agenda     Page 1    Appendix 10 PROJECT ECLIPSE


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Appendix Confidential OCI Partners — ownership As of 3/31/18 Top 20 unitholders (mm) Current position Current % of Position as of 6 month Rank    Investor 03/31/18 outstanding units 09/30/2017 change Report Date Source 1    OCI NV 76.77 88.2% 69.50 7.28 03/05/2018 10-K 2    Morgan Stanley (Strategic Investments) 5.57 6.4% 10.68 (5.10) 03/31/2018 13F Form 3    SAWIRIS NASSEF ONSI NAGIB 0.88 1.0% 0.87 0.01 03/05/2018 10-K 4    Cowen Investment Management LLC 0.71 0.8% 0.00 0.71 03/31/2018 13F Form 5    UBS Securities LLC 0.36 0.4% 0.53 (0.17) 03/31/2018 13F Form 6    PCJ Investment Counsel Ltd. 0.15 0.2% 0.00 0.15 03/31/2018 13F Form 7    Bard Associates, Inc. 0.15 0.2% 0.15 0.00 03/31/2018 13F Form 8    Credit Capital Investments LLC 0.07 0.1% 0.07 0.00 03/31/2018 13F Form 9    Quinn Opportunity Partners LLC 0.07 0.1% 0.05 0.02 03/31/2018 13F Form 10    Deutsche Asset Management Investment GmbH 0.04 0.0% 0.04 (0.00) 03/31/2018 13F Form 11    Renaissance Technologies LLC 0.03 0.0% 0.03 0.00 03/31/2018 13F Form 12    Iconiq Capital LLC 0.02 0.0% 0.02 0.00 03/31/2018 13F Form 13    BENNETT MICHAEL L 0.02 0.0% 0.02 0.00 03/05/2018 10-K 14    Goldman Sachs & Co. LLC (Private Banking) 0.01 0.0% 0.00 0.01 03/31/2018 13F Form 15    Worth Venture Partners LLC 0.01 0.0% 0.00 0.01 03/31/2018 13F Form 16    Walleye Trading Advisors LLC 0.01 0.0% 0.01 0.00 03/31/2018 13F Form 17    Deltec Asset Management LLC 0.01 0.0% 0.01 0.00 03/31/2018 13F Form 18    GREGORY NATHANIEL A 0.01 0.0% 0.01 0.00 03/05/2018 10-K 19    Wells Capital Management, Inc. 0.00 0.0% 0.00 0.00 03/31/2018 13F Form 20    Manulife Asset Management Ltd. 0.00 0.0% 0.00 0.00 03/31/2018 13F Form Other unitholders    2.10 2.4% 5.02 (2.92) Total    87.00 100.0% 87.00 Source: FactSet as of 05/31/2018 1 Units reported as of the end of the quarter project eclipse


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Selected MLP buy-in metrics — for reference only Year 2017 2017 2017 2017 2017 2017 2018 2018 2018 2018 2018 20181 2018 Cash / Cash Equity Cash Cash Cash Equity Equity Equity Equity Equity Equity Equity Equity equity Premium to last (9%) 26% 6% 20% 1% 3% 23% 1% 0% 0% 6% 1% 25% close Premium to 30- 5% 22% 7% 20% 2% 5% 27% 10% (1%) 2% (17%) 2% 38% day ∎ Premium to last close: 8% (mean) / 3% (median) ∎ Premium to 30-day : 9% (mean) / 5% (median) Source: Equity research, company filings, FactSet Note: The MLP buy-in metrics above are presented merely for reference purposes only, and were not relied upon for valuation purposes. The transactions included above represent selected master limited partnership buy-in transactions consummated after January 1, 2017. J.P. Morgan did not attempt to identify all master limited partnership buy-in transactions that may be relevant for the board’s purposes, and none of the selected transactions is identical to any transaction that the board may be considering. 1 On May 17, 2018, LNG issued a press release announcing that it had submitted a proposal to the Board of Directors of CQH. The proposed transaction is subject to negotiation and approval of a conflicts committee established by the board of directors of CQH