| Item 1. |
Security and Issuer |
This statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.10 per share (the “Common Stock”) of LSB
Industries, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3503 NW 63rd Street, Suite 500, Oklahoma City, Oklahoma 73116.
This Statement represents Amendment No. 5 to the Schedule 13D (the “Original Schedule 13D”), originally filed with the Securities and Exchange
Commission (the “SEC”) by LSB Funding LLC, a Delaware limited liability company (the “Reporting Person”), on December 14, 2015, and amended by Amendment No. 1 to the Schedule 13D (the “Amendment No. 1”),
originally filed with the SEC by the Reporting Person on May 20, 2016, amended by Amendment No. 2 to the Schedule 13D (the “Amendment No. 2”), originally filed with the SEC by the Reporting Person on July 20, 2021,
amended by Amendment No. 3 to the Schedule 13D (the “Amendment No. 3”), originally filed with the SEC by the Reporting Person on September 27, 2021, and amended by Amendment No. 4 to the Schedule 13D (the
“Amendment No. 4”), originally filed with the SEC by the Reporting Person on October 12, 2021.
All capitalized terms not otherwise
defined herein have the meanings set forth in the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 or Amendment No. 4 as applicable.
| Item 4. |
Purpose of Transaction |
Item 4 is hereby amended to add the following:
Effective
August 10, 2022, the Reporting Person made a pro rata distribution in kind, without consideration, of 29,356,127 shares of Common Stock (the “Distributed Shares”) to its indirect equityholders, certain of whom then made a pro rata
distribution in kind, without consideration, of a total of 24,803,398 shares of Common Stock to its indirect equityholder SBT Investors LLC, a Delaware limited liability company (“SBT Investors”), in each case as such indirect
equityholder’s member (collectively, the “Distribution”).
In connection with the Distribution, on August 10, 2022, the Reporting
Person entered into a letter agreement with the Issuer, SBT Investors and the other parties thereto (the “Board Representation Letter Agreement”) and a letter agreement with the Issuer and SBT Investors (the “Rights Letter
Agreement” and, together with the Board Representation Letter Agreement, the “Letter Agreements”).
Pursuant to the Board Representation
Letter, the Reporting Person transferred to SBT Investors the right to designate nominees to serve on the Issuer’s board of directors (the “Board”). The Issuer and the Reporting Person and SBT Investors have also entered into certain
modifications to the Registration Rights Agreement between the Reporting Person and the Issuer and the Securities Exchange Agreement between the Reporting Person and the Issuer, each as described in the Rights Letter Agreement.
The description of the Letter Agreements is a summary only and is qualified in its entirety by reference to the text of the Letter Agreements, which is
referenced as Exhibit 1 and Exhibit 2 to this Statement.
As previously announced on August 10, 2022, the Reporting Person intends to offer shares of
Common Stock as a selling stockholder in a registered public offering made pursuant to a registration statement filed with the SEC (the “Proposed Offering”). Subject to the completion of the Proposed Offering, the Issuer has agreed to
repurchase shares of the Issuer’s Common Stock from the underwriters at a price per share equal to the price per share paid by the underwriters to the Reporting Person as a selling stockholder in the Proposed Offering. The Proposed Offering is
subject to market conditions and there can be no assurance as to whether or when the Proposed Offering may be consummated or as to the actual size or terms of the Proposed Offering. The Reporting Person may also explore one or more other
monetization transactions with respect to shares of Common Stock, which may include public offerings or private placements. The Proposed Offering and any such other potential transactions may involve one or more of the matters described in
subsections (a) through (j) of Item 4 of Schedule 13D.
The Reporting Person may review its investments in the Issuer on a continuing
basis. The determination to conduct any such additional monetization transactions will be based on a variety of factors, including, among other things, the price level and liquidity of the Common Stock and general market and economic conditions.
There can be no assurance that any such transactions will be consummated. Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, the market price of the Common Stock, other
investment opportunities available to the Reporting Person, market conditions and general economic and industry conditions, the Reporting Person may take such actions with respect to its investments in the Issuer as it deems appropriate.
Notwithstanding anything to the contrary herein, the Reporting Person specifically reserves the right to change its intentions with respect to any or all of such matters.
| Item 5. |
Interest in Securities of the Issuer |
Sections (a), (b) and (c) of Item 5 are hereby amended and restated in their entirety as follows:
(a), (b) Based upon the Issuer’s Registration Statement filed on August 10, 2022, there were 88,726,177 shares of Common Stock outstanding as of
August 8, 2022. The Reporting Person previously owned 54,356,127 shares of Common Stock and, on August 10, 2022, the Reporting Person distributed the Distributed Shares. Accordingly, the Reporting Person beneficially owns 25,000,000 shares
of Common Stock, representing approximately 28.2% of the outstanding Common Stock. The Reporting Person has sole voting and dispositive power over such shares.
(c) Except as reported herein, in the Original Schedule 13D, in Amendment No. 1, in Amendment No. 2, Amendment No. 3 and in Amendment
No. 4, the Reporting Person has not effected any transactions in the Common Stock during the past 60 days.
| Item 7. |
Material to be Filed as Exhibits |
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| Exhibit 1 |
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The Board Representation Letter Agreement, dated as of August 10, 2022, by and among the Reporting Person, the Issuer, SBT Investors and the other parties thereto. |
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| Exhibit 2 |
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The Rights Letter Agreement, dated as of August 10, 2022, by and among the Reporting Person, the Issuer and SBT Investors. |