LSB Industries, Inc. Announces Board of Directors Declares Common Stock Dividend Contingent Upon the Closing Under the Previously Announced Exchange Agreement
OKLAHOMA CITY--(BUSINESS WIRE)--Aug 30, 2021--
LSB Industries, Inc. (“LSB” or “the Company”), (NYSE: LXU), today announced that its Board of Directors has declared the previously approved conditional and contingent special dividend (the “Dividend”), such Dividend to be effected in the form of a stock dividend of 0.3 shares of the Company’s common stock, par value $0.10 (“Common Stock”), for each outstanding share of Common Stock (exclusive of Common Stock, if any, held in the treasury), and payable on October 8, 2021, to holders of record of Common Stock on September 24, 2021 (the “Record Date”), with any fractional share amounts issuable to a holder of record on the Record Date to be rounded up to the nearest whole share. The broker cut-off date, to the extent one is necessary, is October 1, 2021.
Payment of the Dividend is subject to and conditioned upon the consummation of the closing under the previously announced exchange 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, such Closing being subject to customary closing conditions including, among other things, the approval of the Company’s stockholders of the transactions contemplated under the Exchange Agreement at the previously announced special meeting of the stockholders to be held on September 22, 2021.
The following table outlines certain key dates associated with the special meeting of stockholders and the Dividend.
Special Meeting Record Date
August 2, 2021
Special Meeting Date
September 22, 2021
Dividend Record Date
September 24, 2021
Dividend Payment Date
October 8, 2021
October 12, 2021
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.
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 and pay the Dividend on the terms described herein and in the definitive proxy statement for the special meeting relating thereto 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.
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CONTACT: Company Contact:
Mark Behrman, President & CEO (405) 510-3514
Cheryl Maguire, Executive Vice President & CFO
Investor Contact: The Equity Group Inc.
Fred Buonocore, CFA (212) 836-9607
KEYWORD: UNITED STATES NORTH AMERICA OKLAHOMA
INDUSTRY KEYWORD: COMMERCIAL BUILDING & REAL ESTATE AGRICULTURE CONSTRUCTION & PROPERTY NATURAL RESOURCES ENGINEERING CHEMICALS/PLASTICS OTHER CONSTRUCTION & PROPERTY MANUFACTURING
SOURCE: LSB Industries, Inc.
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PUB: 08/30/2021 04:15 PM/DISC: 08/30/2021 04:17 PM