Rob McGuire: Mark, when contemplating the preferred exchange, how did management and the Board of Directors weight dilution to existing common shareholders against the benefits of the transaction?
Mark Behrman: So, ultimately, the preferred holder has several appointees to the Board, and they are our largest common stock, even pre this transaction – common shareholder pre this transaction. It’s considered a related party transaction, so, as I mentioned, the Board set up a special committee made up of four independent members. They hired their own legal counsel. They hired their own financial advisor. Dilution is certainly one consideration, but ultimately, what you really need to look at in any of these, and what I know they looked at, is, are you better off as is, or are you better off today, tomorrow, three years down the road executing this transaction with more dilution. And so ultimately, they came to the conclusion, with their financial advisors, that despite the dilution, shareholders would be better off with this transaction in the short-term, medium-term, and even the long-term.
JP Geygan: Can you explain the special dividend that will be payable to existing shareholders if the transaction is approved?
Mark Behrman: Sure. So as part of the transaction, Eldridge Industries, who are the holders of the preferred, has agreed to convert their preferred into common stock at a conversion price of $6.16 per share. As part of that transaction, to maybe offset some of that dilution, existing shareholders of record as a certain date will receive 0.3 shares of stock for each share of stock that they own.
Rob McGuire: Ok, so Mark, if the transaction is approved, what will LSB’s balance sheet look like following the exchange of Series E-1 Preferred and how should investors be thinking about the company’s financial leverage?
Mark Behrman: Great question. So today, we have approximately $450 million of net debt. We’ve got about $300 million of preferred and then we’ve got common stock outstanding and a market cap of about $270 million, at current prices. Post the transaction, with the preferred converting to equity, we’ll have the same debt outstanding, and then we’ll have about 90 million shares outstanding post approval of this transaction. So at a $8.00 price, that’s $720 million of market cap. $8.50 is going to be about $760 million of market cap. So we’ll have a very clean capital structure, a larger market cap, and leverage based on having a better second half this year than we certainly did last year. By the end of this year, leverage should be trending around four times, which is a lot different place than we’ve been, certainly the last four or five years. Ultimately, when we think about leverage, we’re in a commodity business, so it’s really important for us to keep leverage less than four times so that when prices change – and they will – and they tend to change pretty quickly – if we’ve got five times levered, we could certainly handle that. But you certainly don’t want to be five times levered, and then the pricing environment changes, and all of a sudden you’re seven times levered, and that creates a lot more uncertainly and a lot more risk. So, we’ll look- once we clean up the balance sheet, we’re