UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-K/A

(Amendment No. 1)





(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2013

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
 to

Commission file number 001-36098





OCI Partners
LP

(Exact name of registrant as specified in its charter)







|                                                               |  |                                                 
|-------------------------------------------------------------- |  | ------------------------------------------------
|Delaware                                                       |  | 90-0936556                                      
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)            
|                                                               | 
|Mailing Address:                                               |  | Physical Address:                               
|P.O. Box 1647
Nederland, Texas 77627                           |  | 5470 N. Twin City Highway
Nederland, Texas 77627

(Address of principal executive offices) (Zip Code)

(409) 723-1900

(Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



|                                                    |  |                                          
|--------------------------------------------------- |  | -----------------------------------------
|Title of each class                                 |  | Name of each exchange on which registered
|Common Units Representing Limited Partner Interests |  | New York Stock Exchange                  

Securities registered pursuant to Section 12(g) of the Act: None.





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.   ̈

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  | x  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

OCI Partners LP closed its initial public offering on October 9, 2013. Accordingly, as of June 30, 2013, the last business day of the
registrants most recently completed second fiscal quarter, the registrants common units were not publicly traded. The registrants common units began trading on the New York Stock Exchange on October 4, 2013.

As of March 19, 2014, the registrant had 80,500,000 common units outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:None









---

EXPLANATORY NOTE

OCI Partners LP (the Partnership) is filing this Amendment No. 1 (this Amendment No. 1) to the Partnerships Annual
Report on Form 10-K for the year ended December 31, 2013, originally filed with the U.S. Securities and Exchange Commission (the SEC) on March 19, 2014 (the Original Filing), solely to revise the disclosure set
forth in Part II, Item 9A under the heading Controls and Procedures. For the convenience of the reader, this Amendment No. 1 amends and restates Part II, Item 9A in its entirety.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), this Amendment No. 1
contains new certifications (filed as exhibits hereto) by our Chief Executive Officer and Chief Financial Officer required pursuant to Rule 13a-14(a) under the Exchange Act and 18 U.S.C. Section 1350. Accordingly, this Amendment No. 1
amends and restates Part IV, Item 15(b) to reflect the filing of these currently dated certifications.

Except as described above, this Amendment
No. 1 does not amend, update or change any other items or disclosures contained in the Original Filing as amended by this Amendment No. 1, including the previously reported financial statements and other financial disclosures included in
the Original Filing, and accordingly, this Amendment No. 1 does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events.
Accordingly, this Amendment No. 1 should be read in conjunction with our other filings with the SEC.



---

PART II

ITEM 9A.CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2013 was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and
Chief Financial Officer, in connection with our Original Filing. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective
as of December 31, 2013.

Subsequent to the evaluation made in connection with the Original Filing and in connection with the
evaluation and procedures carried out in connection with our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014, our management, including our Chief Executive Officer and Chief Financial Officer, re-evaluated the
effectiveness of the design and operation of our disclosure controls and procedures. Solely as a result of the material weakness in internal control over financial reporting relating to GITC deficiencies disclosed below, our Chief Executive Officer
and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of December 31, 2013. Notwithstanding the material weakness in internal control over financial
reporting relating to GITC deficiencies disclosed below, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that the consolidated financial statements included in the Original Filing present fairly, in
all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

Internal Control Over Financial Reporting and Changes in Internal Control Over Financial Reporting

The SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act), adopted rules that generally
require every registrant that files reports with the SEC to include a management report on such registrants internal control over financial reporting in its annual report. In addition, those rules generally require our independent registered
public accounting firm to attest to the effectiveness of our internal control over financial reporting. While the Original Filing (as amended by this Amendment No. 1), which is our first Annual Report on Form 10-K, does not include a report of
managements assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm under a transition period established by SEC rules applicable to new public registrants,
we have identified certain deficiencies in internal control over financial reporting that we believe to be a material weakness as discussed below. Management will be required to provide an assessment of effectiveness of our internal control over
financial reporting as of December 31, 2014. We are not required to comply with the independent registered public accounting firm attestation requirement of Section 404 of the Sarbanes-Oxley Act while we qualify as an emerging growth
company as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act).

We will remain an emerging growth
company under the JOBS Act for up to five years after becoming a publicly traded partnership. We are already incurring significantly higher costs due to being a publicly listed company in comparison to a privately owned company. After we are no
longer an emerging growth company, we expect to incur additional expenses and devote substantial management effort toward ensuring compliance with those requirements applicable to companies that are not emerging growth companies, including
Section 404 of the Sarbanes-Oxley Act. If we are unable to timely comply with Section 404 or if the costs related to compliance are significant, our results of operations and financial condition may be materially adversely affected. In
order to comply with the requirements of Section 404 of the Sarbanes-Oxley Act, we will need to implement additional financial systems and procedures. We cannot assure you that we will be able to implement appropriate additional procedures on a
timely basis. Failure to implement such procedures could have an adverse effect on our ability to satisfy applicable obligations under the Exchange Act and the Sarbanes-Oxley Act. Since our inception, we have identified a number of material
weaknesses in internal control over financial reporting, as described below:

Accounts Payable

In 2013 we identified and corrected errors associated with debit balances in the financial statement caption Accounts payable that
should have been written off as of and for the periods ended March 31, 2013, December 31, 2012 and March 31, 2012. As such, we restated our financial statements as of and for the periods ended March 31,
2013, December 31, 2012 and March 31, 2012. As a result, we identified a deficiency constituting a material weakness in our internal control over financial reporting as of December 31, 2012. Specifically, we determined that we
did not have adequate internal controls in place as of December 31, 2012 to reconcile certain accounts payable sub-ledger accounts. During 2013, we implemented new internal controls that remediated the identified material weakness through
redesigning certain internal reports, establishing additional reviews and matching of transactions, and periodic reconciliations of accounts payable sub-ledger accounts. Therefore, management believes that this material weakness has been remediated
as of December 31, 2013.



---

Information Technology General Controls

During 2013, we identified a number of deficiencies related to the design, implementation and effectiveness of our general information
technology controls (GITCs) over financial reporting. In response to those deficiencies, we implemented compensating manual controls, but were not able to test the design and operating effectiveness of the manual compensating controls
prior to December 31, 2013. As such and because of the pervasive nature of GITC deficiencies, we concluded that those deficiencies, in the aggregate, result in a reasonable possibility that material misstatements in our interim or annual
financial statements would not be prevented or detected on a timely basis and, as such, constitute a material weakness as of December 31, 2013. In particular, these deficiencies related to the configuration set-up of the information technology
system and related financial applications, segregation of duties, user access and change management controls that are intended to ensure that access to applications and data, and the ability to place program changes into production for such
applications and data, are adequately restricted to appropriate internal personnel.

Management has taken steps to remediate the GITC
deficiencies, including enhancing its internal documentation and monitoring approach to ensure that all GITC procedures designed to restrict access to applications and data are operating in an optimal manner in order to provide management with
comfort that access is properly limited to the appropriate internal personnel. Management began to implement these remedial steps during the first quarter of 2014 and expects that these steps will be substantially implemented and tested by
September 30, 2014. In accordance with our internal control compliance program, a material weakness is not considered remediated until the remediation processes have been operational for a sufficient period of time and successfully tested.



---

PART IV

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(b) Exhibits.

See Exhibit Index.



---

EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                                                |  |                           |  |         |  |                    |  |             
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------- |  | ------- |  | ------------------ |  | ------------
|              |  |                                                                                                                                                                                                                                                                                |  | Incorporated by Reference
|ExhibitNumber |  | Exhibit Description                                                                                                                                                                                                                                                            |  | Form                      |  | Exhibit |  | Filing Date        |  | SEC File
No.
|              |  |                                                                                                                                                                                                                                                                                |  |                           | 
|3.1*          |  | Certificate of Limited Partnership of OCI Partners LP                                                                                                                                                                                                                          |  | S-1                       |  | 3.1     |  | June 14, 2013      |  | 333-189350  
|              |  |                                                                                                                                                                                                                                                                                |  |                           | 
|3.2*          |  | Certificate of Amendment to Certificate of Limited Partnership of OCI Partners LP                                                                                                                                                                                              |  | S-1                       |  | 3.2     |  | June 14, 2013      |  | 333-189350  
|              |  |                                                                                                                                                                                                                                                                                |  |                           | 
|3.3*          |  | First Amended and Restated Agreement of Limited Partnership of OCI Partners LP, dated as of October 9, 2013                                                                                                                                                                    |  | 8-K                       |  | 3.1     |  | October 15, 2013   |  | 001-36098   
|              |  |                                                                                                                                                                                                                                                                                |  |                           | 
|10.1*         |  | Contribution, Conveyance and Assumption Agreement, dated as of October 9, 2013, by and among OCI Partners LP, OCI GP LLC, OCI USA Inc. and OCI Beaumont LLC                                                                                                                    |  | 8-K                       |  | 3.1     |  | October 15, 2013   |  | 001-36098   
|              |  |                                                                                                                                                                                                                                                                                |  |                           | 
|10.2*         |  | Omnibus Agreement, entered into and effective as of October 9, 2013, by and between OCI N.V., OCI USA Inc., OCI Partners LP, OCI GP LLC and OCI Beaumont LLC                                                                                                                   |  | 8-K                       |  | 3.2     |  | October 15, 2013   |  | 001-36098   
|              |  |                                                                                                                                                                                                                                                                                |  |                           | 
|10.3*#        |  | OCI Partners LP 2013 Long-Term Incentive Plan                                                                                                                                                                                                                                  |  | 8-K                       |  | 3.3     |  | October 15, 2013   |  | 001-36098   
|              |  |                                                                                                                                                                                                                                                                                |  |                           | 
|10.4A*        |  | Term Loan Credit Agreement, dated as of August 20, 2013, among OCI Beaumont LLC, as borrower, OCI USA Inc., as guarantor, various lenders, Barclays Bank PLC, as syndication agent, Citibank, N.A., as documentation agent, and Bank of
America, N.A., as administrative agent |  | S-1/A                     |  | 10.7    |  | September 9, 2013  |  | 333-189350  
|              |  |                                                                                                                                                                                                                                                                                |  |                           | 
|10.4B*        |  | Amendment No. 1, dated as of November 27, 2013, to Term Loan Credit Agreement, dated as of August 20, 2013, among OCI Beaumont LLC, as borrower, OCI USA Inc., OCI Partners LP, various lenders and Bank of America, N.A., as
administrative agent                             |  | 8-K                       |  | 10.2    |  | December 4, 2013   |  | 001-36098   
|              |  |                                                                                                                                                                                                                                                                                |  |                           | 
|10.5*         |  | Intercompany Revolving Facility Agreement, dated as of August 20, 2013, between OCI Fertilizer International B.V., as lender, and OCI Beaumont LLC, as borrower                                                                                                                |  | S-1/A                     |  | 10.3    |  | September 9, 2013  |  | 333-189350  
|              |  |                                                                                                                                                                                                                                                                                |  |                           | 
|10.6A*        |  | Intercompany Term Facility Agreement, dated as of September 15, 2013, between OCI Fertilizer International B.V., as lender, and OCI Beaumont LLC, as borrower                                                                                                                  |  | S-1/A                     |  | 10.8    |  | September 23, 2013 |  | 333-189350  
|              |  |                                                                                                                                                                                                                                                                                |  |                           | 
|10.6B*        |  | Amendment No. 1, dated as of November 27, 2013, to Intercompany Term Facility Agreement, dated as of September 15, 2013, between OCI Fertilizer International B.V., as lender, and OCI Beaumont LLC, as borrower                                                               |  | 8-K                       |  | 10.3    |  | December 4, 2013   |  | 001-36098   
|              |  |                                                                                                                                                                                                                                                                                |  |                           | 
|10.7*         |  | Beaumont Fertilizer Plant Contract Agreement for Methanol and Ammonia Debottlenecking and Plant Turnaround, dated June 5, 2013, between OCI Beaumont LLC and Orascom E&C USA, Inc.                                                                                             |  | S-1/A                     |  | 10.4    |  | July 23, 2013      |  | 333-189350  
|              |  |                                                                                                                                                                                                                                                                                |  |                           | 
|10.8*         |  | Equity Commitment Letter, dated as of November 27, 2013, between OCI USA Inc. and OCI Partners LP                                                                                                                                                                              |  | 8-K                       |  | 10.1    |  | December 4, 2013   |  | 001-36098   
|              |  |                                                                                                                                                                                                                                                                                |  |                           | 
|21.1**        |  | List of Subsidiaries                                                                                                                                                                                                                                                           |  |                           |  |         |  |                    |  |             
|              |  |                                                                                                                                                                                                                                                                                |  |                           | 
|23.1**        |  | Consent of Independent Registered Public Accounting Firm                                                                                                                                                                                                                       |  |                           |  |         |  |                    |  |             
|              |  |                                                                                                                                                                                                                                                                                |  |                           | 
|24.1**        |  | Power of Attorney of Directors and Officers of OCI GP LLC                                                                                                                                                                                                                      |  |                           |  |         |  |                    |  |             
|              |  |                                                                                                                                                                                                                                                                                |  |                           | 
|31.1         |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934                                                                                                                                                                  |  |                           |  |         |  |                    |  |             
|              |  |                                                                                                                                                                                                                                                                                |  |                           | 
|31.2         |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934                                                                                                                                                                  |  |                           |  |         |  |                    |  |             
|              |  |                                                                                                                                                                                                                                                                                |  |                           | 
|32.1         |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350                                                                                                                                                                                                    |  |                           |  |         |  |                    |  |             
|              |  |                                                                                                                                                                                                                                                                                |  |                           | 
|32.2         |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350                                                                                                                                                                                                    |  |                           |  |         |  |                    |  |             



---

|          |  |                                    
|--------- |  | -----------------------------------
|101.INS** |  | XBRL Instance Document             
|          | 
|101.SCH** |  | XBRL Schema Document               
|          | 
|101.CAL** |  | XBRL Calculation Linkbase Document 
|          | 
|101.LAB** |  | XBRL Labels Linkbase Document      
|          | 
|101.PRE** |  | XBRL Presentation Linkbase Document
|          | 
|101.DEF** |  | XBRL Definition Linkbase Document  



|* | Incorporated by reference into this Amendment No. 1 to Annual Report on Form 10-K as indicated.
|- | -----------------------------------------------------------------------------------------------

|** | Filed or furnished with the original filing of the Annual Report on Form 10-K
|-- | -----------------------------------------------------------------------------

| | Filed or furnished, as applicable, herewith.
|- | --------------------------------------------

|# | Compensatory plan or arrangement.
|- | ---------------------------------

|+ | XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not
filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.



| |  |                                      
| |  | -------------------------------------
| |  | OCI Partners LP                      
| |  | By: OCI GP LLC, ITS GENERAL PARTNER  
| | 
| |  | /s/ Frank Bakker                     
| |  | Frank Bakker,                        
| |  | Chief Executive Officer and President

Date: May 12, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated on May 12, 2014.



| |  |                                                                              
| |  | -----------------------------------------------------------------------------
| |  | /s/ Frank Bakker                                                             
| |  | Frank Bakker,                                                                
| |  | Chief Executive Officer, President and Director (principal executive officer)



| |  |                                                                                                          
| |  | ---------------------------------------------------------------------------------------------------------
| |  | /s/ Fady Kiama                                                                                           
| |  | Fady Kiama,                                                                                              
| |  | Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)



| |  |                      
| |  | ---------------------
| |  | *                    
| |  | Michael L. Bennett   
| |  | Chairman and Director



| |  |                
| |  | ---------------
| |  | *              
| |  | Nassef Sawiris,
| |  | Director       



| |  |              
| |  | -------------
| |  | *            
| |  | Renso Zwiers,
| |  | Director     



| |  |                  
| |  | -----------------
| |  | *                
| |  | Francis G. Meyer,
| |  | Director         



| |  |               
| |  | --------------
| |  | *             
| |  | Dod A. Fraser,
| |  | Director      



|* | The undersigned, by signing his name hereto, does sign and execute this report pursuant to the Power of Attorney executed by the above-named directors and officers of the general partner of the registrant, which is
being filed herewith on behalf of such directors and officers.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|    |  |                 
|--- |  | ----------------
|By: |  | /s/ Fady Kiama  
|    |  | Fady Kiama      
|    |  | Attorney-in-Fact