LSB Industries, Inc. Announces Closing of Transformative Exchange Transaction
September 27 2021 - 3:05PM
Business Wire
LSB Industries, Inc. (“LSB” or “the Company”), (NYSE: LXU),
today announced that it has closed the previously announced
transaction (the “Exchange Transaction”) with LSB Funding LLC, an
affiliate of Eldridge Industries, LLC (“Eldridge”), to exchange the
shares of LSB Series E-1 and Series F-1 Redeemable Preferred Stock
held by Eldridge for shares of LSB common stock. The Exchange
Transaction, which was approved by LSB’s stockholders during a
Special Meeting that took place on September 22, 2021, involved the
exchange of $310 million of preferred stock into an equivalent
value of LSB common stock based on an exchange price of $6.16,
which is equal to the 30-day volume weighted average price as of
the date of the Exchange Agreement.
In connection with the transaction, the Company will pay
existing LSB common stockholders a special dividend in the form of
0.30 shares of LSB common stock for every share owned as of the
September 24, 2021 special dividend record date. Upon payment of
the special dividend on October 8, 2021, LSB will have
approximately 88.9 million shares outstanding of which
approximately 54.4 million shares, or approximately 61%, will be
held by Eldridge.
Mark Behrman, LSB’s President and CEO, stated, “The closing of
our exchange transaction with Eldridge represents a major step in
LSB’s progress towards becoming a Company that generates consistent
growth in earnings and cash flow, and delivers increasing value to
our stockholders. We are pleased that Eldridge has elected to
partner with us to transform LSB’s balance sheet in order to give
us the opportunity to unlock the Company’s full potential as a
leading producer and marketer of agricultural, industrial and
mining chemicals, and we look forward to having them as a sizeable
holder of our common stock.”
About LSB Industries, Inc.
LSB Industries, Inc., headquartered in Oklahoma City, Oklahoma,
manufactures and sells chemical products for the agricultural,
mining, and industrial markets. The Company owns and operates
facilities in Cherokee, Alabama, El Dorado, Arkansas and Pryor,
Oklahoma, and operates a facility for a global chemical company in
Baytown, Texas. LSB’s products are sold through distributors and
directly to end customers primarily throughout the United States.
Additional information about the Company can be found on its
website at www.lsbindustries.com.
About Eldridge
Eldridge invests in businesses across the Insurance, Asset
Management, Technology, Mobility, Sports & Gaming, Media &
Music, Real Estate, and Consumer landscapes. The firm seeks to
build and grow businesses led by proven management teams that have
demonstrated leadership and experience to scale an enterprise.
Eldridge is headquartered in Greenwich, Connecticut, with
additional offices in Beverly Hills, New York, and London.
Additional information about Eldridge can be found on its website
at www.eldridge.com
Forward-Looking Statements
Statements in this release that are not historical are
forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. These forward-looking
statements, which are subject to known and unknown risks,
uncertainties and assumptions about us, may include projections of
our future financial performance including the effects of the
COVID-19 pandemic and anticipated performance based on our growth
and other strategies and anticipated trends in our business. These
statements are only predictions based on our current expectations
and projections about future events. There are important factors
that could cause our actual results, level of activity, performance
or actual achievements to differ materially from the results, level
of activity, performance or anticipated achievements expressed or
implied by the forward-looking statements. Significant risks and
uncertainties may relate to, but are not limited to, our ability to
consummate the exchange transaction on the terms described herein
and in the definitive proxy statement referred to herein or at all,
business and market disruptions related to the COVID-19 pandemic,
market conditions and price volatility for our products and
feedstocks, as well as global and regional economic downturns,
including as a result of the COVID-19 pandemic, that adversely
affect the demand for our end-use products; disruptions in
production at our manufacturing facilities; and other financial,
economic, competitive, environmental, political, legal and
regulatory factors. These and other risk factors are discussed in
the Company’s filings with the Securities and Exchange Commission
(“SEC”), including its Annual Report on Form 10-K for the year
ended December 31, 2020.
Moreover, we operate in a very competitive and rapidly changing
environment. New risks and uncertainties emerge from time to time,
and it is not possible for our management to predict all risks and
uncertainties, nor can management assess the impact of all factors
on our business or the extent to which any factor, or combination
of factors, may cause actual results to differ materially from
those contained in any forward-looking statements. Although we
believe the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results,
level of activity, performance or achievements. Neither we nor any
other person assumes responsibility for the accuracy or
completeness of any of these forward-looking statements. You should
not rely upon forward-looking statements as predictions of future
events. Unless otherwise required by applicable laws, we undertake
no obligation to update or revise any forward-looking statements,
whether because of new information or future developments.
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version on businesswire.com: https://www.businesswire.com/news/home/20210927005739/en/
Cheryl Maguire, Executive Vice President & CFO (405)
510-3524
Fred Buonocore, CFA, Vice President of Investor Relations (405)
510-3550 fbuonocore@lsbindustries.com
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