LSB Urges Stockholders to Vote “FOR” ALL
Transaction-Related Proposals
Stockholders Needing Assistance in Voting
Should Contact LSB’s Proxy Solicitor, Okapi Partners LLC, at
(877) 869-0171 or info@okapipartners.com
LSB Industries, Inc. (NYSE:LXU) (“LSB” or the “Company”) today
announced that independent proxy advisory firm, Institutional
Shareholder Services (“ISS”), has recommended that LSB shareholders
vote “FOR” all of the proposals in the Definitive Proxy Statement
filed by the Company on August 26, 2021 relating to the Company’s
agreement (the “Exchange Agreement”) 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.
In its September 7, 2021 report, ISS emphasized the merits of
the Exchange Agreement by stating, “Although the preferred share
conversions into common stock would have a dilutive impact on
existing shareholders, the apparent benefits of this proposal
outweigh such concerns. Specifically, the conversion price of the
preferred stock was set at a premium, approval of this proposal
could improve the company' ability to raise future capital,
unaffiliated shareholders will receive a special dividend as part
of the proposed share conversions, and the market reaction has been
positive indicating shareholders may view the proposed conversions,
favorably. As such, support for this proposal is warranted.”
Commenting on the ISS recommendation, Mark Behrman, LSB’s
President and CEO, stated, “We view the favorable disposition of
ISS towards our proposed exchange transaction as further validation
of our belief that this transaction will be beneficial to LSB’s
shareholders in that it will lower our cost of capital and provide
us with greater financial flexibility to pursue growth initiatives.
We strongly urge LSB stockholders to follow the ISS recommendation
and vote `FOR' the transaction today.”
Transaction Highlights:
- Eliminates the current financial impact and repayment of the
accrued compounding preferred stock and future accruing dividends
at 14.5% (increasing to 16.0% in April 2023) unburdening the
Company and unlocking shareholder value.
- The Special Committee, Board of Directors and LSB management
believe this could lead to a rating upgrade potentially allowing
the Company to refinance its senior secured notes at a lower
interest rate and on improved terms, which would reduce its cash
interest expense and overall cost of capital.
- Improves the Company’s financial flexibility allowing it to
pursue organic growth initiatives, including in green ammonia and
clean energy and accretive M&A opportunities.
- Preserves the Company’s significant tax attributes, including
approximately $620 million of federal net operating losses, thereby
protecting potentially significant future cash savings and
stockholder value.
LSB will hold a Special Meeting of LSB stockholders that will be
conducted virtually via live webcast at 8:30 am Central Daylight
Time on September 22, 2021, which can be accessed by visiting
www.proxydocs.com/LXU. The Company’s proxy statement is available
at
https://investors.lsbindustries.com/financial-information/sec-filings
and www.sec.gov. Stockholders of record at the close of business on
August 2, 2021 will be entitled to vote their shares at the Special
Meeting. Stockholders who have questions, or need assistance in
voting their shares should contact LSB’s proxy solicitor, Okapi
Partners LLC, at (877) 869-0171 or via email at
info@okapipartners.com.
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 Industries, LLC
Eldridge Industries, LLC 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 Industries, LLC is headquartered
in Greenwich, Connecticut, with additional offices in Beverly
Hills, New York, and London. Additional information about Eldridge
Industries, LLC 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.
No Offer or Solicitation
This communication 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
U.S. Securities Act of 1933, as amended, or an exemption from the
registration requirements thereof.
Additional Information about the Exchange Transaction and
Where to Find It
In connection with the proposed transaction, LSB has filed with
the SEC a proxy statement for the special meeting of LSB
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 LSB
may file with the SEC. The definitive proxy statement was mailed to
LSB stockholders commencing on August 26, 2021. 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 LSB 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 LSB 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 LSB may be obtained free of
charge on LSB’s website at www.lsbindustries.com or by contacting
Michael Foster, General Counsel and Secretary by email at
mfoster@lsbindustries.com or by phone at 405-510-3596.
Participants in the Solicitation
LSB 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 LSB, including a description of their direct
or indirect interests, by security holdings or otherwise, is set
forth in LSB's proxy statement for its 2021 Annual Meeting of
Stockholders, which was filed with the SEC on April 19, 2021 and
its proxy statement for the special meeting of stockholders, which
was filed with the SEC on August 26, 2021, and LSB'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 LSB using the sources indicated
above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210909005177/en/
Company Contact: Cheryl Maguire, Executive Vice President
& CFO (405) 510-3524
Fred Buonocore, CFA, Vice President of Investor Relations (203)
947-3019 fbuonocore@lsbindustries.com
Shareholder Contact: Okapi Partners LLC (877) 869-0171
info@okapipartners.com
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