LSB Industries, Inc. (NYSE: LXU) (“LSB” or the “Company”) today
announced the results of the special stockholder meeting held
earlier today. At the special meeting, LSB stockholders approved
the Company’s transaction (the “Exchange Transaction”) 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.
Mark Behrman, LSB’s President and CEO, stated, “We are pleased
that our shareholders have voted to approve our exchange
transaction. In fact, each of the related proposals received
affirmative votes of approximately 99% of the votes cast,
reflecting the overwhelming support by investors in our stock for
this transformative transaction. We view this transaction as a
critical next step in our strategy aimed at creating a company that
generates consistent growth in earnings and cash flow and delivers
greater value for our stockholders.”
A total of 20.4 million common shares of the 27.1 million common
shares issued (excluding those common shares held by Eldridge) at
the record date of August 2, 2021 were voted at the meeting, or
75.1% of the issued and outstanding common shares of the Company at
the record date, representing a quorum.
The final voting results of the proposals submitted to a vote of
the stockholders at the special meeting are as follows:
Proposal 1 – Approval of the Preferred Stock Exchange: To
approve the issuance and sale of up to 60,422,776 shares of common
stock of the Company upon the exchange of all of the outstanding
shares of Series E-1 Cumulative Redeemable Class C Preferred Stock
(the “Series E-1 Preferred”) and Series F-1 Redeemable Class C
Preferred Stock of the Company.
For
% of Votes Cast in Favor
Against
Abstain
Total
20,131,731
98.9%
200,361
26,362
20,358,454
Proposal 2 – Increase Authorized Common Stock: To
consider and vote upon a proposal to amend the Company’s restated
certificate of incorporation to increase the number of authorized
shares of the Company’s common stock to 150,000,000 shares of
common stock.
For
% of Votes Cast in Favor
Against
Abstain
Total
20,195,541
99.2%
137,066
25,847
20,358,454
Proposal 3 – Approve Dividend Rights Amendment to the
Certificate of Designations of Series E-1 Preferred: To
consider and vote upon a proposal to amend the Certificate of
Designations of the Series E-1 Preferred to revise the preferential
rights of holders of shares of Series E-1 Preferred to eliminate
the right to participate in connection with the declaration of the
proposed common stock dividend with respect to the Company’s common
stock.
For
% of Votes Cast in Favor
Against
Abstain
Total
20,222,305
99.3%
130,283
5,866
20,358,454
Proposal 4 – Adjourn Meeting: To consider and vote upon
any proposal to approve adjournments of the special meeting, if
necessary, to permit further solicitation of proxies if there are
not sufficient votes at the time of the special meeting to approve
and adopt Proposals Nos. 1, 2 and 3. Although Proposal 4 was
approved, the adjournment of the special meeting was not necessary
because the Company’s stockholders approved Proposals 1, 2 and
3.
For
% of Votes Cast in Favor
Against
Abstain
Total
20,033,151
98.4%
318,399
6,904
20,358,454
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210922005930/en/
Company Contact: Cheryl Maguire, Executive Vice President
& CFO (405) 510-3524
Fred Buonocore, CFA, Vice President of Investor Relations (405)
510-3550 fbuonocore@lsbindustries.com
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