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LSB Industries, Inc. Announces Closing of Transformative Exchange Transaction
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LSB Industries (NYSE: LXU) announced the closing of an Exchange Transaction with Eldridge Industries to convert $310 million in preferred stock into common stock. The transaction was approved on September 22, 2021, and involved an exchange price of $6.16 per share. A special dividend of 0.30 shares of common stock per existing share will be distributed to stockholders on October 8, 2021. Following the transaction, approximately 88.9 million shares will be outstanding, with Eldridge holding 61%.
Positive
Successful completion of a $310 million Exchange Transaction, enhancing capital structure.
Issuance of a special dividend, reflecting shareholder value.
Negative
None.
OKLAHOMA CITY--(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.
