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|Item 7.01|| |
Regulation FD Disclosure.
On August 27, 2021, Mark Behrman, the Chief Executive Officer of the Company, participated in an interview with Granite Research to discuss, among other things, the preferred stock exchange transaction referred to in the Company’s proxy statement filed with the Securities and Exchange Commission (the “SEC”) on August 26, 2021. A transcript of this interview is attached hereto as Exhibit 99.1 and incorporated by reference in this Item 7.01. A video of the interview has been posted to the Company’s website at https://investors.lsbindustries.com/.
The information in this Item 7.01 and in the accompanying Exhibit 99.1 to this Current Report on Form 8-K is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act except as otherwise stated in such filing.
The information in this Item 7.01 and in the accompanying Exhibit 99.1 to this Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identifiable by use of the words “may,” “believe,” “expect,” “intend,” “plan to,” “estimate,” “project” or similar expressions, and include but are not limited to: performance improvement and attaining targeted operating rates.
Investors are cautioned that such forward-looking statements are not guarantees of future performance and involve risk and uncertainties. Though we believe that expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectation will prove to be correct. Actual results may differ materially from the forward-looking statements as a result of various factors. These and other risk factors are discussed in the Company’s filings with the SEC, including those set forth under “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in our Form 10-K for the year ended December 31, 2020, the proxy statement referred to above and, if applicable, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. 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 except as required by applicable law.
The information in this Item 7.01 and in the accompanying Exhibit 99.1 to this Current Report on Form 8-K is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption from the registration requirements thereof.
In connection with the proposed transaction, the Company has filed with the SEC a proxy statement for the special meeting of the stockholders and may also file other relevant documents with the SEC regarding the proposed transaction. This communication is not a substitute for the proxy statement or any other document that the Company may file with the SEC. The definitive proxy statement has been will be mailed to stockholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the proxy statement and other documents containing important information about the Company and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company may be obtained free of charge on the Company’s website at www.lsbindustries.com or by contacting Michael Foster, General Counsel and Secretary by email at email@example.com or by phone at 405-510-3596.
The Company and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of the Company, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Company’s proxy statement for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on April 19, 2021, the Company’s proxy statement for the special meting of stockholders, which was filed with the SEC on August 26, 2021, and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 25, 2021. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement and other relevant materials filed with the SEC regarding the proposed transaction. Investors should read the proxy statement carefully before making any voting or investment decisions. You may obtain free copies of these documents from the Company using the sources indicated above.
|ITEM 9.01|| |
Financial Statements and Exhibits
|99.1||Interview Transcript, dated August 27, 2021|
|104||Cover Page Interactive Data File (embedded within the XBRL document)|
Pursuant to the requirements 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.
|LSB INDUSTRIES, INC.|
|Date: August 31, 2021||By:|| |
/s/ Michael J. Foster
|Michael J. Foster|
Executive Vice President and General
Intro: Welcome to Granite Researchs management interview series. Todays hosts are JP Geygan and Rob McGuire, analysts covering LSB Industries. Investment research can be downloaded at www.granite-research.com We are pleased to be joined by Mark Behrman, CEO of LSB Industries, NYSE ticker symbol: LXU. LSB engages in the manufacture, marketing, and sale of chemical products for use in agricultural, industrial, and mining markets. LSB owns and operates three chemical manufacturing facilities that primarily produce ammonia and ammonia-based products.
JP Geygan: Hi Mark, thanks for taking time to speak with us today.
Mark Behrman: Hi JP and Rob, nice to see you guys again.
JP Geygan: Its an exciting time at LSB Industries. Over the past several years, youve taken steps to improve operational performance, and were beginning to see the fruits of this labor. But top of mind for investors is the recently announced proposal to exchange the Series E-1 Preferred for common stock. For those who might not be familiar with the proposed transaction, can you walk us through the genesis of the Series E-1 Preferred, and the transactions moving parts?
Mark Behrman: Sure, Id be happy to. So for those of you who arent familiar with it, and maybe how it came to be on our balance sheet, back in 2013, previous management and board made a decision to build a new ammonia plant, new nitric acid plant, nitric acid concentrator, cogen facility, and some other infrastructure down at our largest facility, which is in El Dorado, Arkansas. Unfortunately, there were a lot of expansions both in our industry and the overall petrochem industry at that time and cost went up pretty dramatically. Plus we had an EPC contractor that we have a dispute with that we think ultimately overcharged us. We had a huge cost overrun and unfortunately not the balance sheet to support it, so at the end of 2015, we evaluated whether we should continue with completing the expansion project, shut it down, sell some assets to support that, or raise a structured financing in order to complete the construction down at that facility. Ultimately it made a lot of sense for us to complete the project. One: we had invested a lot of capital already; but two: that the basic premise of building a new ammonia plant with cheap natural gas made a lot of sense. So we raised $260 million in financing in the form of $50 million in senior secured notes which was a tack-on to our existing senior secured notes that were outstanding and we raised $210 million of a straight preferred stock, so it was not convertible, at a 14% dividend, that gave us the flexibility to either pay in cash or pay in kind. Unfortunately and the idea really was to get the project completed, get it up and running, and then refinance the preferred and/or existing debt into one new instrument. Unfortunately, the nitrogen fertilizer market for the last four years has been in the low pricing environment, and didnt allow us to really do that. And so we actually sat with this preferred and were not able to pay it in cash and wound up accruing the dividends on a compounded basis. Along the way, we did sell off another main business that we had and paid down some of the preferred, so the 210 today really has a face value of $140 million, with the balance of $160 million or so, approximately $160 million of accrued dividends. So, a really expensive piece of paper that made sense for us to do at the time to finish the
project, which the ammonia plant is really whats providing a lot of financial cash flow for us, it ultimately turned out to be a good project but an expensive financing to get done, and unfortunately, we werent able to refinance it out in short order.
Rob McGuire: Mark, youve talked about improving LSBs balance sheet for quite some time. Why do you feel that now is the right time to take this action?
Mark Behrman: So, you know when I look at it, as JP mentioned early on, I think weve done a pretty good job of stabilizing the operations to where theyre pretty reliable. Not quite at the operating rates that wed like to be; ultimately, we want to be a best-in-class operator and so theres a lot of room to improve on. But, we run very respectably versus peers in the industry. Weve got a really good environment right now for selling prices. I had mentioned earlier that the last four years up until earlier this year we were in a very down pricing environment for overall nitrogen products both fertilizer and industrial products. The market has turned. It turned for lots of various reasons. So were seeing selling prices that we havent seen probably for the last seven years. So were in a really good pricing environment right now. Financial results are really strong. And ultimately, we really think the last piece for us is to clean up our balance sheet. We cleaned up the operations, we need to clean up the balance sheet. We really put ourselves on solid footing. As a reminder, I mentioned earlier, its not a convertible piece of paper, so the preferred is not convertible. So this is really a negotiation with the holder of the preferred. They had to want to do this, and ultimately I think they are really happy with the transformation weve made in the overall business and believe that weve got a good run on a high pricing environment, good markets. It made a lot of sense for us to do it, they agreed with that, and ultimately the timing was right to do the last piece of the transformation, which is to clean up our balance sheet.
JP Geygan: Were in one of the strongest market environments in several years. Why exchange the Series E-1 Preferred for common stock rather than begin paying it down with free cash flow?
Mark Behrman: Thats a great question. Its something that we evaluated very heavily both with our own financial advisors and then we set up a special committee of the Board of Directors that was made up of four independent directors and they hired their own financial advisor as well, to really study the transaction and look at different scenarios. If we dont convert out the preferred, are we better off just leaving it in place, or are we better off converting it out? Ultimately, when you do that analysis, you look at a trough pricing environment, kind of a midmarket or normalized pricing environment, and then of course a really bullish pricing environment, like were in today. And even under the most optimistic scenarios, we cant earn our way out of this preferred. So the best thing for us to do is to convert it out and not continue the compounding accrual. And even if we could use free cash flow to pay some down, were maybe able to stay current and pay a little bit, so ultimately, the balance is still there and its still a drag on our balance sheet.
Rob McGuire: Mark, when contemplating the preferred exchange, how did management and the Board of Directors weight dilution to existing common shareholders against the benefits of the transaction?
Mark Behrman: So, ultimately, the preferred holder has several appointees to the Board, and they are our largest common stock, even pre this transaction common shareholder pre this transaction. Its considered a related party transaction, so, as I mentioned, the Board set up a special committee made up of four independent members. They hired their own legal counsel. They hired their own financial advisor. Dilution is certainly one consideration, but ultimately, what you really need to look at in any of these, and what I know they looked at, is, are you better off as is, or are you better off today, tomorrow, three years down the road executing this transaction with more dilution. And so ultimately, they came to the conclusion, with their financial advisors, that despite the dilution, shareholders would be better off with this transaction in the short-term, medium-term, and even the long-term.
JP Geygan: Can you explain the special dividend that will be payable to existing shareholders if the transaction is approved?
Mark Behrman: Sure. So as part of the transaction, Eldridge Industries, who are the holders of the preferred, has agreed to convert their preferred into common stock at a conversion price of $6.16 per share. As part of that transaction, to maybe offset some of that dilution, existing shareholders of record as a certain date will receive 0.3 shares of stock for each share of stock that they own.
Rob McGuire: Ok, so Mark, if the transaction is approved, what will LSBs balance sheet look like following the exchange of Series E-1 Preferred and how should investors be thinking about the companys financial leverage?
Mark Behrman: Great question. So today, we have approximately $450 million of net debt. Weve got about $300 million of preferred and then weve got common stock outstanding and a market cap of about $270 million, at current prices. Post the transaction, with the preferred converting to equity, well have the same debt outstanding, and then well have about 90 million shares outstanding post approval of this transaction. So at a $8.00 price, thats $720 million of market cap. $8.50 is going to be about $760 million of market cap. So well have a very clean capital structure, a larger market cap, and leverage based on having a better second half this year than we certainly did last year. By the end of this year, leverage should be trending around four times, which is a lot different place than weve been, certainly the last four or five years. Ultimately, when we think about leverage, were in a commodity business, so its really important for us to keep leverage less than four times so that when prices change and they will and they tend to change pretty quickly if weve got five times levered, we could certainly handle that. But you certainly dont want to be five times levered, and then the pricing environment changes, and all of a sudden youre seven times levered, and that creates a lot more uncertainly and a lot more risk. So, well look- once we clean up the balance sheet, were
assuming that we have the positive shareholder vote to allow us to do that, well look to really keep leverage at four times or less so we can really run the business, have enough cash flow to do that, to grow organically, but also look to grow inorganically through some M&A activities.
JP Geygan: If the transaction is approved, Eldridge Industries will be LSBs largest shareholder. What can you tell existing shareholders about Eldridge?
Mark Behrman: Well certainly theyve got a pretty fulsome website if someone goes out and takes a look at Eldridge.com. But Eldridge themselves, theyre private equity investors into a number of different industry sectors, theyve been a great partner for us so they, as I mentioned earlier, they became investors in the company, and common shareholders in the company, in December of 2015. Theyve had the benefit of really watching the company transform over the last five and half years. Theyve been great partners, been very supportive of our growth, and were excited and looking forward to having them with a much larger stake.
Rob McGuire: So, assuming the transaction is approved, whats next for LSB? Youve discussed opportunities for internal investment, but what else should we expect?
Mark Behrman: Well certainly there are opportunities for growth internally. Weve got opportunities to debottleneck certain plants which will debottlenecking allows you to have more production capability. Its ultimately and in any of these process plants, a chemical process plant, youre capped out on production ability, unless you debottleneck. So we have opportunities in each one of our sites today. Ive mentioned the ability to capture carbon to ultimately produce low-carbon ammonia, or blue ammonia, and also of the potential of installing and retrofitting one or more plants with the ability to make some green ammonia as the market evolves and try to be an early entrant into that market. But Ive also mentioned numerous times that I think there are opportunities for either acquisition or mergers with other companies, and well aggressively pursue that as we think that there are some really interesting growth opportunities. They could be right down the fairway and the same businesses that were in. They could be, maybe same businesses, but maybe different product set, or they may be different products that we can leverage a customer relationship with. I think we have a number of avenues that we can go, but they all will be complementary and have some overlap with each other so that we can realize some synergies.
JP Geygan: Youre conducting a feasibility study at each of your sites to determine the infrastructure that might be needed to produce blue or green ammonia. Can you put additional color around this?
Mark Behrman: Yeah, so, we havent actually kicked off a feasibility study yet, but we will in the next several months and hope to have that complete in the first quarter of next year. We really need to take a look at each site, what makes the most sense there not just from a technical
standpoint or an equipment standpoint, but also a logistics standpoint. Of course, you want to not only be able to put yourself in a position to produce either blue or green ammonia, but you want to have a customer that can take it as well. So as part of that feasibility study, its more a technical look at what makes the most sense and where. And of course, anything related to green ammonia, really renewable energy has a big impact on that and the cost to manufacture, so well look at that as well.
Rob McGuire: Youve discussed the potential for blue and green ammonia being years away, but are there signs that its development is accelerating?
Mark Behrman: Yeah, I think youre seeing small pockets of development, particularly on the blue side. Theres been a number of vessels of blue ammonia that have been sold to Japanese buyers as Japan becomes a real leader in blue ammonia purchasing and blue ammonia usage. On the green side, I think its probably a little bit earlier, but I do think that there will be small niche markets that will be more accepting of paying for high-cost ammonia than just buying ammonia today. While I think it will be a developer over a number of years, I think by being an early entrant in the marketplace, well have an opportunity to really take advantage of some of those niche markets and then be there when the market really starts to gain some momentum.
JP Geygan: With a significantly strengthened balance sheet, what sort of M&A activity are you considering?
Mark Behrman: Well as I mentioned earlier, I think there are a number of different directions we could go. So we could acquire potentially other facilities that, are sort of carbon copies of facilities that we have today, so pure nitrogen chemical facilities. Were agnostic as to whether theyre focused on the fertilizer markets or non-fertilizer industrial markets. Today, were about 50-50, so weve got the flexibility and the desire to be in those markets. We could acquire something on the industrial side, like today we have a small sulfuric acid plant, and so we have a small sulfuric business. But if we wanted to really make that a more meaningful business for us, we could acquire some sulfuric acid assets, or sulfur assets. And then there are other various products that have some overlap, maybe ammonia as a feedstock, or sulfuric acid as a feedstock, and since we produce those, there are some synergies there and we could lower our cost. As well as other products that, some of our large industrial customers buy today from other suppliers, that if we bought those companies and were able to produce those products, we could lever our customer relationships. So, I think there are lots of opportunities for us, but were not going to go into a new business, were not going to go far afield from what are our core competencies.
Rob McGuire: Turning to recent developments in your end markets, UAN represents LSBs largest derivative product line. Given the US Department of Commerces recent decision to initiate antidumping and countervailing investigations of UAN from Russia and Trinidad and Tobago, can you quantify what a positive outcome might look like for LSB?
Mark Behrman: Well, we fill about 550,000 to 600,000 tons of UAN a year, so if it resulted in a $10 increase in price, UAN prices, that we could receive from the marketplace, thats $6 million of additional EBITDA. So, I think it will have, clearly, if the tariff goes through, and its a favorable antidumping ruling, it will have a positive impact on selling prices. To what extent, I dont think anyone really knows today. But, the process between now and the end of the year, when the final ruling is expected, is pretty straightforward and we think that there is a lot of momentum for a positive result of the antidumping investigation.
JP Geygan: Mark, is there anything else investors should know?
Mark Behrman: I think weve had an interesting run the last four or five years. Five years ago, I would say we had operational issues, we werent sold out, and we had a balance sheet that was heavily levered. Over the last five years, I think the markets recognized that weve done a really good job in improving the overall reliability of our manufacturing operations. Were running sold out for the first time ever, which is always a challenge. And with this transaction with Eldridge Industries to convert their preferred, which management is very supportive of, and hopes that everyone will be supportive and vote in favor of, we think we clean up our balance sheet and really have done a transformation of the company, putting us on a really solid footing to generate good free cash flow and use the company and the assets that we have today as a base to really grow the company. So, were really excited about what were doing, we think weve got a really good management team that weve put in place, and weve got the opportunity to grow the company exponentially. And the last thing I would say is M&A is never good for M&As sake. Its got to make sense and its got to be accretive to shareholder value. So, being a large shareholder myself, thats really important. So, we dont lose sight of that fact.
Rob McGuire: Thanks, Mark. We look forward to learning more about this in the future.
Mark Behrman: Thanks Rob and JP.
Closing: Research coverage for LSB Industries is provided by Granite Research. Granite Research is a subsidiary of Global Value Investment Corp., an SEC-registered investment advisor. Investors can access research publications and additional information at Granite Researchs website, www.granite-research.com.