| Item 4. |
Purpose of Transaction |
Item 4 is hereby amended to add the following:
Underwriting
Agreement
On August 10, 2022, the Reporting Person and SBT Investors LLC (“SBT Investors”) (collectively the “Selling
Stockholders”), entered into an underwriting agreement (the “Underwriting Agreement”) with the Issuer and Goldman Sachs & Co. LLC and UBS Securities LLC, as the representatives of the several underwriters (the
“Underwriters”), pursuant to which the Underwriters agreed to purchase an aggregate of 13,500,000 shares of Common Stock from the Selling Stockholders (the “Public Equity Offering”) with an option to purchase up to 1,200,000
additional shares of Common Stock from the Selling Stockholders (the “Option”), each at a price of $12.3175 per share. The Underwriters gave notice on August 12, 2022 to the Selling Stockholders of their intention to exercise the
Option in full. The Public Equity Offering closed on August 15, 2022, and the Option closed on August 16, 2022. The Selling Stockholders sold the following number of shares of Common Stock in aggregate pursuant to the Underwriting
Agreement:
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|
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| Selling Stockholder |
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Number of shares of Common Stock Sold |
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| LSB Funding LLC |
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7,350,000 |
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| SBT Investors LLC |
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7,350,000 |
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Simultaneously upon the closing of the Public Equity Offering, the Issuer repurchased 5,500,000 shares of its Common Stock
from the Underwriters at a price per share equal to the price per share paid by the Underwriters to the Selling Stockholders in the Public Equity Offering and the Option.
Lock-up Agreement
In connection with the Underwriting Agreement, each of the Selling Stockholders entered into a 120-day lock-up agreement (the “Lock-up Agreement”) with the Underwriters.
The descriptions of the Underwriting Agreement and Lock-up Agreement are summaries only and are qualified in their
entirety by reference to the texts of the Underwriting Agreement and Lock-up Agreement, which are referenced as Exhibit 1 and Exhibit 2 to this Statement. The Underwriting Agreement is incorporated by
reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on August 15, 2022.
| 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 9, 2022. On August 15, 2022, the Reporting Person sold 6,750,00 shares of Common Stock in the Public Equity Offering and the Issuer repurchased 5,500,000 shares of its Common Stock. On August 16, 2022, the Reporting Person sold
600,000 additional shares of Common Stock to the Underwriters pursuant to the exercise of the Option. Accordingly, the Reporting Person beneficially owns 17,650,000 shares of Common Stock, representing approximately 21.2% of the outstanding Common
Stock. The Reporting Person has sole voting and dispositive power over such shares.
(c) On 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, in each case as such indirect equityholder’s member (collectively, the “Distribution”).