Iowa Fertilizer Co. Initiates Transaction to Refinance Outstanding Capital Markets Debt

OCI NV announced that Iowa Fertilizer Company LLC (IFCo), its wholly owned subsidiary, has initiated a transaction to fully refinance its outstanding capital market debt.

The transaction involves the offering by the Iowa Financial Authority of approximately US$854 million of Midwest Disaster Area Revenue Repayment Bonds (Project Iowa Fertilizer Company), Series 2022 (the ” Series 2022”), the proceeds of which will be loaned to IFCo to refinance, with available resources from OCI, the Iowa Finance Authority Midwestern Disaster Area (Iowa Fertilizer Company Project) Tax Obligations, Series 2013 and Series 2018A and B (collectively, the “Prior Obligations”).

The Senior Bonds constitute part of the bonds issued to finance or refinance part of the costs of acquiring land and developing, building, equipping and fitting out the OCI nitrogen fertilizer plant and certain infrastructure improvements, including improvement of surrounding roads, expansion of sewer system and other improvements, in Lee County, Iowa.

The Series 2022 Bonds are expected to be issued pursuant to an indenture by and between the Iowa Financial Authority and The Bank of New York Mellon Trust Company, NA, as trustee (the “Trustee”). Interest on the Series 2022 Bonds will be exempt from US federal income tax and will not be AMT. IFCo’s payment obligations in respect of the Series 2022 Notes will be guaranteed by OCI pursuant to a guarantee agreement entered into by OCI and certain other subsidiaries of the Company in favor of the Trustee. Citigroup will serve as bookrunner underwriter for the Series 2022 bonds, with BofA Securities and JP Morgan as co-lead underwriters and Barclays, Goldman Sachs and Morgan Stanley as co-managing underwriters.

The Series 2022 Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and have not been and will not qualify under the securities of any state. The Series 2022 Bonds have not been recommended by any federal or state securities commission or regulatory commission.

In addition, OCI entered into a new 5-year unsecured multi-currency revolving credit facility (RCF) for an aggregate of US$1.1 billion, which will replace an undrawn facility of US$850 million, initially concluded in 2018.

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