Filed Pursuant to Rule 433
Registration Statement No. 333-263882
LSB Industries Announces Secondary Offering of 14,350,000 Shares of Common Stock by
Selling Stockholder with the Company Repurchasing 3,500,000 of the Shares
OKLAHOMA CITY, OK — November 7, 2022 — LSB Industries, Inc. (NYSE:LXU) (“LSB” or the “Company”) today announced that an affiliate of Eldridge Industries LLC (the “Selling Stockholder”) intends to offer for sale an aggregate of 14,350,000 shares of the Company’s common stock pursuant to the Company’s automatic shelf registration statement (the “Offering”) filed with the Securities and Exchange Commission (the “SEC”). The Selling Stockholder intends to grant the underwriters a 30-day option to purchase up to an aggregate of 1,627,500 additional shares of the Company’s common stock. The Selling Stockholder will receive all of the net proceeds from the Offering. No shares are being sold by the Company.
Subject to the completion of the Offering, the Company intends to repurchase from the underwriters 3,500,000 shares of the common stock being sold in the Offering (the “Share Repurchase”) at a price per share equal to the price per share paid by the underwriters to the Selling Stockholder in the Offering. The Company intends to fund the Share Repurchase with cash on hand. The closing of the Share Repurchase is conditioned on, and expected to occur simultaneously with, the closing of the Offering. The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed.
UBS Investment Bank and Goldman Sachs & Co. LLC will act as joint lead book-running managers for the Offering. Deutsche Bank Securities, Jefferies, Piper Sandler, RBC Capital Markets and Stifel will act as book-running managers for the Offering.
The Company has filed an automatic shelf registration statement (including a prospectus) relating to the Offering with the SEC on March 28, 2022 which became effective upon filing. Before you invest, you should read the prospectus in that registration statement, the accompanying prospectus supplement and other documents the Company has filed with the SEC for more complete information about the Company and the Offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. When available, copies of the prospectus supplement and accompanying prospectus related to the Offering may also be obtained from UBS Securities LLC, Attn: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, telephone: (888) 827-7275 or email: ol-prospectus-request@ubs.com; and Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or email: prospectus-ny@ny.email.gs.com.
The Offering will be made only by means of a prospectus supplement and the accompanying prospectus. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any offer to buy the securities may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to notice of its acceptance given after the effective date.
