UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 23, 2018

 

 

LSB INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-7677		73-1015226
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
16 South Pennsylvania Avenue, Oklahoma City, Oklahoma				73107
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code (405) 235-4546

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

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Item 7.01 Regulation FD Disclosure.

On April 23, 2018, LSB Industries, Inc. (the “Company”) issued a press release announcing the expiration and results of its previously announced cash tender offer to purchase any and all of the outstanding $375 million aggregate principal amount of its 8.50% Senior Secured Notes due 2019, subject to financing and other conditions (the “Tender Offer”). The Tender Offer expired at 5:00 p.m., New York City time, on April 20, 2018. A copy of the press release announcing the expiration and results of the Tender Offer is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K, including the Exhibits attached hereto, includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company makes these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.

All statements, other than statements of historical fact, included in this Current Report on Form 8-K, including the Exhibits hereto, may constitute forward-looking statements. Forward-looking statements include statements about the Company’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause actual results to differ include, but are not limited to, (i) the Company’s business plans may change as circumstances warrant and the Tender Offer may not ultimately be completed because of general market conditions or other factors or (ii) any of the risk factors discussed from time to time in each of our documents and reports filed with the Securities and Exchange Commission. Unless required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statement to reflect circumstances or events after the date of this Current Report on Form 8-K.

The information contained in this Item 7.01 and Item 9.01 of this Current Report on Form 8-K and the Exhibits attached hereto is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, regardless of any incorporation by reference language in any such filing, except as shall be expressly set forth by specific reference to this Item 7.01 or Item 9.01 in such filing.

 

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Item 9.01 Exhibits.

(d) Exhibits.

 

Exhibit Number		Description
99.1		Press Release, dated April 23, 2018, announcing the expiration and results of the Tender Offer.

 

3

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Exhibit Index

 

Exhibit Number		Description
99.1		Press Release, dated April 23, 2018, announcing the expiration and results of the Tender Offer.

 

4

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 23, 2018

 

 

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Exhibit 99.1

 

COMPANY CONTACT:		Investor Relations Contact: The Equity Group Inc.
Mark T. Behrman, Chief Financial Officer		Fred Buonocore, CFA (212) 836-9607
(405) 235-4546		Kevin Towle (212) 836-9620

FOR IMMEDIATE RELEASE

LSB INDUSTRIES, INC. ANNOUNCES EXPIRATION AND RESULTS OF CASH

TENDER OFFER FOR ITS OUTSTANDING 8.50% SENIOR SECURED NOTES DUE 2019

Oklahoma City, Oklahoma – April 23, 2018 – LSB Industries, Inc. (NYSE: LXU) (“LSB”) today announced the expiration and results of its previously announced cash tender offer (the “Tender Offer”) to purchase any and all outstanding $375,000,000 aggregate principal amount of its 8.50% Senior Secured Notes due 2019 (CUSIP No. 502160AL8) (the “Notes”). The Tender Offer expired at 5:00 p.m., New York City time, on April 20, 2018 (the “Expiration Time”).

As of the Expiration Time, $337,386,000 aggregate principal amount of Notes, or 89.97% of the aggregate principal amount of Notes outstanding, had been validly tendered and not validly withdrawn, which did not include $20,397,000 aggregate principal amount of Notes that remained subject to guaranteed delivery procedures as of the Expiration Time. The complete terms and conditions of the Tender Offer were set forth in an Offer to Purchase, dated April 16, 2018 (the “Offer to Purchase”).

LSB expects to accept for payment all Notes validly tendered and not validly withdrawn prior to the Expiration Time and, in accordance with the terms of the Offer to Purchase, will pay all holders of such Notes $1,023.88 per $1,000 principal amount for all Notes accepted in the Tender Offer, plus a cash payment representing the accrued and unpaid interest on such Notes from the last interest payment date to, but not including, the settlement date. LSB expects to make payment for the Notes on April 25, 2018, subject to the closing of LSB’s previously announced issuance and sale of $400,000,000 aggregate principal amount of its 9.625% notes due 2023 and to the satisfaction or waiver by LSB of the other conditions listed in the Offer to Purchase. Following the consummation of the Tender Offer, LSB intends to redeem any Notes not validly tendered and purchased in the Tender Offer.

Goldman Sachs & Co. LLC acted as the dealer manager for the Tender Offer. The information and tender agent was D.F. King & Co., Inc.

Forward-Looking Statements

Certain matters contained in this press release include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.

All statements, other than statements of historical fact, included in this press release, including regarding the commencement and conduct of the Tender Offer, may constitute forward-looking statements. Forward-looking statements include statements about LSB’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause actual results to differ include, but are not limited to, (i) LSB’s business plans may change as circumstances warrant and the Tender Offer may not ultimately be completed because of general market conditions or other factors or (ii) any of the risk factors discussed from time to time in each of our documents and reports filed with the Securities and Exchange Commission. Except as required by applicable law, we expressly disclaim any obligation to update, amend or clarify any forward-looking statement to reflect events, new information or circumstances occurring after the date of this press release.

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