LSB Industries, Inc. Announces Successful Completion of Consent Solicitation
September 07 2016 - 4:05PM
Business Wire
LSB Industries, Inc. (NYSE: LXU) (“LSB” or the “Company”) today
announced the successful completion of its previously announced
consent solicitation (the “Consent Solicitation”) to effect certain
amendments (the “Amendments”) to the Indenture, dated as of August
7, 2013, among the Company, the guarantors party thereto (the
“Guarantors”) and UMB Bank, n.a., as trustee (in such capacity, the
“Trustee”) and collateral agent (in such capacity, the “Notes
Collateral Agent”), pursuant to which the Company’s 7.75% Senior
Secured Notes due 2019 (CUSIP No. 502160AL8; ISIN No. US502160AL89)
(the “Notes”) were issued.
The Amendments, once becoming operative as described below, will
allow the Company to (i) redeem all $50,000,000 in aggregate
principal amount of the Company’s outstanding 12.0% Senior Secured
Notes due 2019, at a redemption price of 106% of the principal
amount thereof (the “12.0% Notes Redemption”), with the net
proceeds of the Company’s previously announced sale of its climate
control business (the “Sale”), (ii) redeem $50,000,000 in aggregate
principal amount of the Notes, at a redemption price of 103.875% of
the principal amount thereof, with the net proceeds of the Sale
(the “Notes Redemption” and, together with the 12.0% Notes
Redemption, the “Redemptions”), (iii) following the delivery by the
Company of an irrevocable notice of redemption to effect the Notes
Redemption, redeem shares of the Company’s outstanding Series E
cumulative redeemable Class C preferred stock (the “Preferred
Stock”), at the liquidation preference value thereof, with the net
proceeds of the Sale in an aggregate amount not to exceed
$45,000,000 (in addition to any such redemption that may be made
using the full $35,000,000 of restricted payment capacity that the
Company has under the existing “general restricted payments” basket
in the Indenture, for an aggregate total of $80,000,000), and (iv)
waive the Company’s obligation to make and consummate an asset sale
repurchase offer of the Notes with respect to the Sale, and to make
certain technical changes to certain financial definitions and
collateral release mechanics in connection therewith. In addition,
the Company has agreed to (a) consummate the Redemptions as
promptly as practicable following the time at which the Amendments
become operative and (b) prohibitions on its ability to incur
future pari passu indebtedness in excess of $25,000,000 in
aggregate principal amount at any time outstanding using the
“general debt” basket and the “general liens” basket under the
Indenture.
The Consent Solicitation was made on the terms and subject to
the conditions set forth in the Company’s Notice of Consent
Solicitation, dated as of August 23, 2016, and in the related
Consent Form. The Consent Solicitation expired at 5:00 p.m., New
York City time, on September 2, 2016 (the “Expiration Time”). As of
the Expiration Time, the Company had received the consents of a
majority of the aggregate principal amount of the Notes and, as a
result, the Company, the Guarantors, the Trustee and the Notes
Collateral Agent have entered into the First Supplemental
Indenture, dated as of September 7, 2016 (the “Supplemental
Indenture”), to effect the Amendments. However, the Amendments will
not become operative until payment of the consent fee described in
the following paragraph.
The Company will make a cash payment equal to $13.25 per $1,000
principal amount of Notes for which a consent had been validly
delivered prior to the Expiration Time and not revoked prior to the
execution of the Supplemental Indenture. The Company expects that
payment of the consent fee will be made to the tabulation agent on
September 7, 2016.
Pursuant to the Supplemental Indenture, the interest rate
applicable to all Notes outstanding after the consummation of the
Notes Redemption, with retroactive effect to August 1, 2016, will
automatically be increased to 8.50% per annum.
Credit Suisse Securities (USA) LLC acted as exclusive
solicitation agent with respect to the Consent Solicitation. IPREO
LLC acted as tabulation agent and as information agent with respect
to the Consent Solicitation.
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 Covestro AG in Baytown,
Texas. LSB’s products are sold through distributors and directly to
end customers throughout the United States. Additional information
about the Company can be found on its website at
www.lsbindustries.com.
Forward Looking Statement
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements generally are identified
by use of the words “will”, “believes”, “expects”, “estimates”,
“intends”, “anticipates”, “plans to”, “should”, “estimates”,
“projects”, or similar expressions, including, without limitation,
LSB’s plans and expectations with respect to the pay down of debt;
improved financial flexibility and capital structure. 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. 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160907006495/en/
Company:LSB Industries, Inc.Mark Behrman,
405-235-4546Chief Financial OfficerorInvestor Relations:The
Equity Group Inc.Fred Buonocore, 212-836-9607Kevin Towle,
212-836-9620
LSB Industries (NYSE:LXU)
Historical Stock Chart
From Mar 2024 to Apr 2024
LSB Industries (NYSE:LXU)
Historical Stock Chart
From Apr 2023 to Apr 2024