LSB INDUSTRIES, INC. (NYSE:LXU) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On April16, 2018, LSB Industries, Inc. (the “Company”) and each of the Company’s subsidiaries signatory thereto entered into the First Amendment to the Third Amended and Restated Loan and Security Agreement (the “Revolver Amendment”), with the lender identified on the pages thereto and Wells Fargo Capital Finance, LLC (“Wells Fargo”), as the arranger and administrative agent. The Revolver Amendment amends the Company’s existing Working Capital Revolver to (i)expressly permit the indebtedness under the Senior Secured Notes due 2023 (the “Notes”) and the liens related thereto, which Notes are contemplated to be issued to the Company’s previously announced Rule 144A bond offering (the “144A Offering”) and (ii)clarify that the springing maturity date (which was previously intended to be triggered in the event that the Company’s existing 8.50% Senior Secured Notes due 2019 were not refinanced or repaid) is no longer applicable, and that the maturity date is January17, 2022.
A copy of the Revolver Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The above summary of the Revolver Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Revolver Amendment.
| Item 1.01 | Regulation FD Disclosure. |
On April20, 2018, the Company issued a press release announcing that it priced the 144A Offering. A copy of the press release announcing the pricing of the 144A Offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The announcement of the pricing of the Notes in this Current Report on Form 8-K, including Exhibit 99.1 hereto, is neither an offer to sell nor a solicitation of an offer to purchase any of the securities to be offered. The securities to be offered will not be registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
Forward-Looking Statements
This Current Report on Form 8-K, including the Exhibits attached hereto, includes “forward-looking statements” within the meaning of Section27A of the Securities Act and Section21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company makes these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical fact, included in this Current Report on Form 8-K, including the Exhibits hereto, may constitute forward-looking statements. Forward-looking statements include statements about the Company’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause actual results to differ include, but are not limited to, (i)the Company’s business plans may change as circumstances warrant and the 144A Offering may not ultimately be completed because of general market conditions or other factors or (ii)any of the risk factors discussed from time to time in each of our documents and reports filed with the Securities and Exchange Commission. Unless required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statement to reflect circumstances or events after the date of this Current Report on Form 8-K.
The information contained in this Item 1.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed to be “filed” for purposes of Section18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, regardless of any incorporation by reference language in any such filing, except as shall be expressly set forth by specific reference to this Item 1.01 or Exhibit 99.1 in such filing.
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(d)Exhibits.
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Exhibit Number |
Description |
| 10.1 | First Amendment to Third Amended and Restated Loan and Security Agreement, dated as of April16, 2018, by and among Wells Fargo Capital Finance, LLC, as the arranger and administrative agent, the lenders party thereto, LSB Industries, Inc. and its subsidiaries identified on the pages thereto as borrowers and the Company’s subsidiaries identified on the pages thereto as guarantors. |
| 99.1 | Press Release, dated April 20, 2018, announcing the pricing of the 144A Offering. |
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Exhibit Index
|
Exhibit Number |
Description |
| 10.1 | First Amendment to Third Amended and Restated Loan and Security Agreement, dated as of April 16, 2018, by and among Wells Fargo Capital Finance, LLC, as the arranger and administrative agent, the lenders party thereto, LSB Industries, Inc. and its subsidiaries identified on the pages thereto as borrowers and the Company’s subsidiaries identified on the pages thereto as guarantors. |
| 99.1 | Press Release, dated April 20, 2018, announcing the pricing of the 144A Offering. |
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LSB INDUSTRIES INC ExhibitEX-10.1 2 d572977dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this Amendment) is entered into as of April 16,…To view the full exhibit click here
About LSB INDUSTRIES, INC. (NYSE:LXU)
LSB Industries, Inc. is a diversified holding company engaged in manufacturing operations through its subsidiaries. The Company’s segments are Chemical Business, Climate Control Business and Other. Its Chemical Business segment manufactures and sells nitrogen-based chemical products for the agricultural, industrial and mining markets. Its Climate Control Business manufactures and sells a range of heating, ventilation and air conditioning (HVAC) products that include water source and geothermal heat pumps, hydronic fan coils, custom air handlers, modular geothermal and other chillers, and other related products and services. These products are used in commercial or institutional and residential new buildings construction, renovation of existing buildings and replacement of existing systems. Its Other segment sells industrial machinery and related components to machine tool dealers and end users located in North America.