UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
LSB Industries, Inc.
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
502160104
(CUSIP Number)
Anthony D. Minella
c/o LSB Funding LLC Legal Department
600 Steamboat Road
Greenwich, CT 06830
1-800-224-6469
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 15, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). |
SCHEDULE 13D
CUSIP No. 502160104
| 1 |
Name of Reporting Person
LSB Funding LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
OO | |||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
17,650,000 shares of Common Stock | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
17,650,000 shares of Common Stock | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
17,650,000 shares of Common Stock (1) | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
21.2 % of Common Stock (1) | |||||
| 14 | Type of Reporting Person
OO | |||||
| (1) | Calculated based on 88,726,177 shares of Common Stock outstanding as of August 9, 2022, as reported in LSB Industries, Inc.’s Registration Statement filed on August 10, 2022 and the repurchase by the Issuer of 5,500,000 shares of its Common Stock from the Underwriters (as defined below) in connection with the Public Equity Offering (as defined below). |
| Item 1. | Security and Issuer |
This statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.10 per share (the “Common Stock”) of LSB Industries, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3503 NW 63rd Street, Suite 500, Oklahoma City, Oklahoma 73116.
This Statement represents Amendment No. 6 to the Schedule 13D (the “Original Schedule 13D”), originally filed with the Securities and Exchange Commission (the “SEC”) by LSB Funding LLC, a Delaware limited liability company (the “Reporting Person”) on December 14, 2015, and amended by Amendment No. 1 to the Schedule 13D (the “Amendment No. 1”), originally filed with the SEC by the Reporting Person on May 20, 2016, amended by Amendment No. 2 to the Schedule 13D (the “Amendment No. 2”), originally filed with the SEC by the Reporting Person on July 20, 2021, amended by Amendment No. 3 to the Schedule 13D (the “Amendment No. 3”), originally filed with the SEC by the Reporting Person on September 27, 2021, amended by Amendment No. 4 to the Schedule 13D (the “Amendment No. 4”), originally filed with the SEC by the Reporting Person on October 12, 2021, and amended by Amendment No. 5 to the Schedule 13D (the “Amendment No. 5”), originally filed with the SEC by the Reporting Person on August 10, 2022
All capitalized terms not otherwise defined herein have the meanings set forth in the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 or Amendment No. 5 as applicable.
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:
Underwriting Agreement
On August 10, 2022, the Reporting Person and SBT Investors LLC (“SBT Investors”) (collectively the “Selling Stockholders”), entered into an underwriting agreement (the “Underwriting Agreement”) with the Issuer and Goldman Sachs & Co. LLC and UBS Securities LLC, as the representatives of the several underwriters (the “Underwriters”), pursuant to which the Underwriters agreed to purchase an aggregate of 13,500,000 shares of Common Stock from the Selling Stockholders (the “Public Equity Offering”) with an option to purchase up to 1,200,000 additional shares of Common Stock from the Selling Stockholders (the “Option”), each at a price of $12.3175 per share. The Underwriters gave notice on August 12, 2022 to the Selling Stockholders of their intention to exercise the Option in full. The Public Equity Offering closed on August 15, 2022, and the Option closed on August 16, 2022. The Selling Stockholders sold the following number of shares of Common Stock in aggregate pursuant to the Underwriting Agreement:
| Selling Stockholder |
Number of shares of Common Stock Sold | |||
| LSB Funding LLC |
7,350,000 | |||
| SBT Investors LLC |
7,350,000 | |||
Simultaneously upon the closing of the Public Equity Offering, the Issuer repurchased 5,500,000 shares of its Common Stock from the Underwriters at a price per share equal to the price per share paid by the Underwriters to the Selling Stockholders in the Public Equity Offering and the Option.
Lock-up Agreement
In connection with the Underwriting Agreement, each of the Selling Stockholders entered into a 120-day lock-up agreement (the “Lock-up Agreement”) with the Underwriters.
The descriptions of the Underwriting Agreement and Lock-up Agreement are summaries only and are qualified in their entirety by reference to the texts of the Underwriting Agreement and Lock-up Agreement, which are referenced as Exhibit 1 and Exhibit 2 to this Statement. The Underwriting Agreement is incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on August 15, 2022.
| Item 5. | Interest in Securities of the Issuer |
Sections (a), (b) and (c) of Item 5 are hereby amended and restated in their entirety as follows:
(a), (b) Based upon the Issuer’s Registration Statement filed on August 10, 2022, there were 88,726,177 shares of Common Stock outstanding as of August 9, 2022. On August 15, 2022, the Reporting Person sold 6,750,00 shares of Common Stock in the Public Equity Offering and the Issuer repurchased 5,500,000 shares of its Common Stock. On August 16, 2022, the Reporting Person sold 600,000 additional shares of Common Stock to the Underwriters pursuant to the exercise of the Option. Accordingly, the Reporting Person beneficially owns 17,650,000 shares of Common Stock, representing approximately 21.2% of the outstanding Common Stock. The Reporting Person has sole voting and dispositive power over such shares.
(c) On August 10, 2022, the Reporting Person made a pro rata distribution in kind, without consideration, of 29,356,127 shares of Common Stock (the “Distributed Shares”) to its indirect equityholders, certain of whom then made a pro rata distribution in kind, without consideration, of a total of 24,803,398 shares of Common Stock to its indirect equityholder SBT Investors, in each case as such indirect equityholder’s member (collectively, the “Distribution”).
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The descriptions of the contracts with respect to the Public Equity Offering and the Option set forth in Item 4 are incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits |
| Exhibit 1 | The Underwriting Agreement, dated as of August 10, 2022, by and among the Issuer, the Selling Stockholders and the Underwriters (incorporated by reference to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on August 15, 2022). | |
| Exhibit 2 | The Lock-up Agreement, dated as of August 10, 2022, by and among the Issuer, the Reporting Person and the Underwriters. | |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: August 16, 2022
| LSB FUNDING LLC | ||
| By: | /s/ Todd Boehly | |
| Name: | Todd Boehly | |
| Title: | Manager | |
EXHIBIT INDEX
| Exhibit 1 | The Underwriting Agreement, dated as of August 10, 2022, by and among the Issuer, the Selling Stockholders and the Underwriters (incorporated by reference to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on August 15, 2022). | |
| Exhibit 2 | The Lock-up Agreement, dated as of August 10, 2022, by and among the Issuer, the Reporting Person and the Underwriters. | |