0001193125-22-282631.txt : 20221110 0001193125-22-282631.hdr.sgml : 20221110 20221110161707 ACCESSION NUMBER: 0001193125-22-282631 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20221110 DATE AS OF CHANGE: 20221110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LSB INDUSTRIES, INC. CENTRAL INDEX KEY: 0000060714 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 731015226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-17178 FILM NUMBER: 221377463 BUSINESS ADDRESS: STREET 1: 3503 NW 63RD STREET STREET 2: SUITE 500 CITY: OKLAHOMA CITY STATE: OK ZIP: 73116-2238 BUSINESS PHONE: 4052354546 MAIL ADDRESS: STREET 1: 3503 NW 63RD STREET STREET 2: SUITE 500 CITY: OKLAHOMA CITY STATE: OK ZIP: 73116-2238 FORMER COMPANY: FORMER CONFORMED NAME: LSB INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SBT Investors LLC CENTRAL INDEX KEY: 0001927675 IRS NUMBER: 472491512 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 600 STEAMBOAT ROAD STREET 2: SUITE 200 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-298-5300 MAIL ADDRESS: STREET 1: 600 STEAMBOAT ROAD STREET 2: SUITE 200 CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D 1 d414899dsc13d.htm SC 13D SC 13D

 

 

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

 

 

LSB Industries, Inc.

(Name of Issuer)

 

 

Common Stock, par value $0.10 per share

(Title of Class of Securities)

502160104

(CUSIP Number)

Todd L. Boehly

SBT Investors LLC

600 Steamboat Road

Greenwich, CT 06830

1-800-224-6469

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 10, 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).

 

 

 

CUSIP No. 502160104    SCHEDULE 13D   

 

  1    

  Name of Reporting Person

 

  SBT Investors 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

 

    18,272,476 (1)

     8   

  Shared Voting Power

 

  0

     9   

  Sole Dispositive Power

 

  18,272,476 (1)

   10   

  Shared Dispositive Power

 

  0

11    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  18,272,476 (1)

12  

  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  ☐

13  

  Percent of Class Represented by Amount in Row (11)

 

  23.3%(1)(2)

14  

  Type of Reporting Person

 

  OO

 

(1)

Represents 17,453,398 shares of common stock, par value $0.10 per share (the “Common Stock”) directly held by the Reporting Person and 819,078 shares of Common Stock directly held by EEH 2017, LLC (“EEH”). The Reporting Person is the indirect controlling member of EEH and in such capacity may be deemed to have sole voting power and sole dispositive power over the shares of Common Stock held by EEH.

(2)

Calculated based on 81,996,835 shares of Common Stock outstanding as of October 31, 2022, as reported in LSB Industries, Inc.’s Prospectus Supplement filed on November 7, 2022 and the repurchase by the Issuer of 3,500,000 shares of its Common Stock.

CUSIP No. 502160104    SCHEDULE 13D   

 

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. 1 to the Schedule 13D (the “Original Schedule 13D”), originally filed with the Securities and Exchange Commission by SBT Investors LLC (the “Reporting Person”) on August 16, 2022.

All capitalized terms not otherwise defined herein have the meanings set forth in the Original Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a), (b) Based upon the Issuer’s Prospectus Supplement filed on November 7, 2022, there were 81,996,835 shares of Common Stock outstanding as of October 31, 2022. On November 10, 2022, the Issuer repurchased 3,500,000 shares of its Common Stock (the “Share Repurchase”) from the underwriters in an underwritten secondary offering of shares of its Common Stock. The Reporting Person beneficially owns 18,272,476 shares of Common Stock, which, following the Share Repurchase, represents approximately 23.3% of the outstanding Common Stock. The Reporting Person has sole voting and dispositive power over such shares.

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: November 10, 2022

 

NZC CAPITAL LLC, in its capacity as Member Manager of SBT Investors LLC
By:   /s/ Todd L. Boehly

Name:

  

Todd L. Boehly

Title:

  

Manager