Koch – 50% interest in certain assets of OCP Nutricrops

MN-10039

Koch, Inc. (**Koch**), through its wholly indirectly owned subsidiary, KAES Phosphate Holdings, LLC, proposes to acquire a 50% interest in Jorf Fertilizers Company I, S.A. (**JFC1**), which holds certain assets of OCP Nutricrops S.A. (**OCP Nutricrops**) related to the processing of phosphoric acid, phosphorus-based fertiliser and sulfuric acid (the **Acquisition**). Following the Acquisition, JFC1 would be a joint venture between Koch and OCP S.A. Koch is a conglomerate with diverse interests in petroleum, chemicals, commodity products, trading and investments, industrial and technology services. Through its wholly owned indirect subsidiary, Koch Fertilizer, LLC (**Koch Fertilizer**), it produces and markets fertiliser products with interests in nitrogen fertiliser plants in the United States, Canada, and Trinidad and Tobago, as well as a phosphate fertiliser plant in Morocco. Its product portfolio includes ammonia, urea, urea ammonium nitrate, phosphate, potash, and sulphur-based products for both agricultural and industrial applications. It also operates terminals in Australia, United States, Canada, Mexico and Brazil. Koch Fertilizer is active in Australia through Koch Fertilizer Australia Pty Ltd, an entity that imports fertiliser for wholesale in Australia. JFC1 is currently wholly owned by OCP Nutricrops and processes phosphoric acid, produces sulphuric acid and phosphorus-based fertilisers which are supplied globally, including in Australia. JFC1 is also undertaking an expansion project, which would enable it to produce triple superphosphate fertilisers and expand its phosphoric acid and sulfuric acid production capacity. OCP Nutricrops is a majority state-owned joint stock company headquartered in Casablanca, Morocco, and is a wholly owned subsidiary of OCP S.A. OCP Nutricrops supplies phosphorus-based fertilisers globally, including in Australia.