| Item 1.01 | Entry into a Material Definitive Agreement. |
Revolver Amendment
On September 22, 2021, LSB Industries, Inc. (the “Company”) and each of the Company’s subsidiaries signatory thereto entered into the Consent and Fourth Amendment to the Third Amended and Restated Loan and Security Agreement (the “Revolver Amendment”), with the lender identified on the signature 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 expressly permit the indebtedness contemplated to be incurred under the senior notes described in Item 7.01 below and the liens related thereto, among other things. In addition, the Revolver Amendment provides for the consent of the agent and the required lenders thereunder to (i) the consummation of the Company’s previously announced exchange of its existing Series E-1 and Series F-1 Redeemable Preferred Stock into shares of the Company’s common stock and (ii) the payment of a dividend to holders of the Company’s Series B 12% Cumulative Convertible Preferred Stock and Series D 6% Cumulative Convertible Preferred Stock, in an aggregate amount not to exceed $2,000,000.
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.
Securities Exchange Agreement Waiver
On September 22, 2021, the Company received a written consent (the “Written Consent”) from LSB Funding LLC (“LSB Funding”) under the Securities Exchange Agreement, dated as of July 19, 2021, by and between the Company and LSB Funding. Under the terms of the Written Consent, LSB Funding consented to the incurrence by the Company and its subsidiaries of up to $500,000,000 of indebtedness in the form of secured bonds and related liens to refinance the Company’s existing 9.625% Senior Secured Notes due 2023, subject to certain conditions.
A copy of the Written Consent will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2021.
| Item 7.01 | Regulation FD Disclosures |
On September 27, 2021, the Company issued a press release announcing that it intends to offer, pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), up to $500 million aggregate principal amount of Senior Secured Notes due 2028, subject to market and other conditions (the “144A Offering”). Copies of the press release announcing the 144A Offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In connection with the 144A Offering, the Company disclosed certain information to prospective investors in a preliminary offering circular, dated September 27, 2021. The preliminary offering circular included information that supplements or updates certain prior disclosures of the Company. Such information is attached hereto as Exhibit 99.2 and is being furnished under Item 7.01 of this Current Report on Form 8-K.
