OCI in Buyout of Two Minority Stakes in OCI Clean Fuels

Cleary Gottlieb represented OCI N.V. and its subsidiary OCI Intermediate B.V. in the buyout of two minority shareholders holding a combined stake of 15% in OCI’s methanol business, OCI Clean Fuels Limited (OCI Clean Fuels), for a total consideration of $335 million.

The selling shareholders in the transaction were L O I Restricted Limited, a vehicle controlled by the Abu Dhabi sovereign investor ADQ, and Alpha Dhabi Partners Holding LLC (Alpha Dhabi), a unit of the Abu Dhabi-based International Holding Company conglomerate. The selling shareholders previously acquired their respective 4% and 11% interests in OCI Clean Fuels in 2022 (a transaction on which Cleary also advised OCI N.V. and OCI Intermediate B.V.).

The minority buyout transaction was a precursor to the sale of 100% of OCI’s equity interests in its global methanol business, valued at $2.05 billion, to Methanex Corporation (Methanex). The definitive agreement with Methanex was signed on September 8, 2024, and is expected to close in the first half of 2025 subject to satisfaction of certain regulatory approvals and customary closing conditions.

OCI is a global leader in methanol with an established and globally diversified production, trading, and distribution platform, with leading positions in the United States and Europe, and a proportionate capacity of approximately 3 million metric tons. OCI’s methanol holding is a pioneer and global leader in bio-methanol, which is produced at its methanol facilities in the Netherlands and the United States. It is also one of the global leaders in low-carbon methanol and green methanol.

In other major transactions for OCI, Cleary is also advising on the strategic sale of OCI’s entire equity stake (50% plus one share) in Fertiglobe PLC to the Abu Dhabi National Oil Company for a total consideration of approximately AED13 billion (equivalent to $3.6 billion), which is expected to close before the end of 2024, as well as the strategic sale of 100% of OCI’s indirect interests in its large-scale U.S. greenfield nitrogen fertilizer facility, Iowa Fertilizer Company LLC, to Koch Fertilizer Holding Company LLC for a total consideration of $3.6 billion, which transaction closed on August 30, 2024. The proceeds from these disposals will allow OCI to return significant capital to its shareholders.