8-KThe WireRoutine
Reg FD Disclosure
Filed Jun 18, 2019 · 7y ago · Accession 0001193125-19-175732
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 18, 2019
LSB INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
1-7677
73-1015226
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
3503 NW 63rd Street, Suite 500,
Oklahoma City, Oklahoma
73116
(Address of principal executive offices)
(Zip Code)
Registrants telephone number, including area code
(405) 235-4546
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, Par Value $.10
LXU
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 7.01 Regulation FD Disclosures
Pricing of Rule 144A Notes Offering
On June 18,
2019, LSB Industries, Inc. (the Company) issued a press release announcing that it priced its previously announced offering (the 144A Offering) of $35 million aggregate principal amount of its 9.625% Senior Secured Notes
due 2023 (the Notes), which will be sold in a private placement to eligible purchasers. The Notes constitute a further issuance of the 9.625% Senior Secured Notes due 2023, of which $400 million aggregate principal amount was issued
on April 25, 2018. 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 information contained in this Current Report on Form 8-K, including the Exhibit 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 Exhibit attached hereto, includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E 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
Exhibit hereto, may constitute forward-looking statements. Forward-looking statements include statements about the Companys 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 Companys 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 7.01 and Item 9.01
of this Current Report on Form 8-K and the Exhibit attached hereto is being furnished and shall not be deemed to be filed for purposes of Section 18 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 7.01 or Item 9.01 in such filing.
2
Item 9.01 Exhibits.
(d) Exhibits.
Exhibit
Number
Description
99.1
Press Release, dated June 18, 2019, announcing the pricing of the 144A Offering.
3
Exhibit Index
Exhibit
Number
Description
99.1
Press Release, dated June 18, 2019, announcing the pricing of the 144A Offering.
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: June 18, 2019
LSB INDUSTRIES, INC.
By:
/s/ Cheryl A. Maguire
Name:
Cheryl A. Maguire
Title:
Senior Vice President and Chief Financial Officer
5
Filing details
- Company
- LSB INDUSTRIES, INC.
- Ticker
- LXU
- CIK
- 60714
- Form type
- 8-K
- Filing date
- Jun 18, 2019
- Report date
- Jun 18, 2019
- Document
- d769671d8k.htm
- Size
- 39 KB