Cleary Gottlieb Facilitates OCI N.V.’s $7.2 Billion Asset Sales 

Global law firm Cleary Gottlieb is advising OCI N.V., a prominent player in natural gas-based fertilizers and industrial chemicals, on two significant strategic sales amounting to a total of $7.2 billion. The transactions involve the sale of OCI’s equity stake in Fertiglobe PLC to ADNOC and the sale of IFCo to Koch Ag & Energy Solutions. 

In the first deal, OCI N.V. is selling its entire equity stake (50% plus one share) in Fertiglobe PLC to the Abu Dhabi National Oil Company (ADNOC) for approximately AED 13 billion (equivalent to $3.6 billion). The transaction, signed on December 15, 2023, is expected to conclude in the second quarter of 2024, subject to customary conditions, regulatory approvals, and anti-trust clearances. Post-transaction, ADNOC’s shareholding in Fertiglobe will rise to 86.2%, maintaining a 13.8% free float on the Abu Dhabi Securities Exchange. 

The agreed purchase price of AED 3.20 per share offers an 8% premium to Fertiglobe’s market price and a 26% premium to the initial public offering (IPO) price. OCI will also benefit from a two-year earn-out mechanism tied to free cash flow metrics and commodity pricing, allowing participation in potential nitrogen market upside. 

Concurrently, OCI and ADNOC have entered into a Memorandum of Understanding to explore global strategic cooperation and potential joint investments in decarbonization and product distribution sectors across North America and Europe. 

The Cleary corporate team included Gamal Abouali, Partner (pictured right), Lynn Ammar, Partner (pictured left), Mohamed Taha, Associate, Misthura Otubu, Associate, and Kay Hechaime, International Lawyer in Abu Dhabi. London-based Richard Sultman, Partner and Thomas Peet, Associate advised on tax matters. Julian Alexander Sanner, Partner (Cologne), Lars–Peter Rudolf, Senior Attorney (Brussels) John Messent, Senior Attorney (London) and Lea Katharina Geiger, Associate (Cologne) advised on antitrust and FDI matters. 

In the second transaction, Cleary is advising OCI N.V. on the sale of its indirect interest in the Iowa Fertilizer Company LLC to Koch Ag & Energy Solutions for a total consideration of $3.6 billion. The deal, signed on December 18, 2023, is expected to close in 2024, subject to customary conditions and receipt of US antitrust approval. 

The New York-based Cleary M&A team included partners Paul Imperatore and Paul Shim and associates Jessica Cymbaluk, Sam Connor, and Francesca D’Agostino, with assistance from associate Kelsey Nussenfeld and law clerk Adnene Gargouri. New York-based Partner Julia Petty and associates Julia Brownstein and Gretchen Dougherty are advising on executive compensation and benefits matters. New York Partner Daniel Ilan, senior attorney Brendan Cohen, associates Jaehwan Park, Natalie Curry, Amy Garland, and Lindsay Harris, and law clerk Jessica Graham are advising on IP matters. New York based Partner Jason Factor and counsel Jonathan Gifford are advising on tax matters. Washington Counsel Beau Sterling and associate Madison Bush are advising on environmental matters. Washington Partner Ken Reinker and associate Charlie Wathieu are advising on antitrust matters. New York Partner Katie Reaves and associate James Cheng are advising on financing matters. Washington Partner Chase Kaniecki, New York senior attorney Jim Corsiglia, and Washington associate B.J. Altvater are advising on regulatory and compliance matters. 

OCI, a major player in nitrogen, methanol, and hydrogen, is driving transformative change in the decarbonization sector with strategic infrastructure and partnerships across the United States and Europe. Cleary Gottlieb had previously advised OCI in 2019 on the creation of Fertiglobe and represented OCI as a selling shareholder in Fertiglobe’s IPO in October 2021.