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Item 7.01
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Regulation FD Disclosures
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Rule 144A Notes Offering
On June 18, 2019, LSB
Industries, Inc. (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 $35 million
aggregate principal amount of its 9.625% Senior Secured Notes due 2023 (the “Notes”), subject to market and other conditions (the “144A Offering”). 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 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.
Investor
Presentation
On June 18, 2019, the Company posted an Investor Presentation, dated June 2019, on the Company’s website,
http://investors.lsbindustries.com, for discussions with investors. The content of such website is included for general information only and is not incorporated by reference in this Current Report on Form
8-K.
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 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 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.
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