UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 2, 2024, LSB Industries, Inc. (the “Company”) entered into the First Amendment (the “Amendment”) to the Amended and Restated Section 382 Rights Agreement (the “Amended and Restated Agreement”) dated August 22, 2023, between the Company and Computershare Trust Company, N.A., as rights agent.
The Amendment makes certain technical amendments to the definition of “Beneficial Ownership” (as defined in the Amended and Restated Agreement).
The Amendment was not adopted as a result of, or in response to, any effort to acquire control of the Company. The Amendment has been adopted in an effort to preserve the long-term value of the Company’s net operating loss carry-forwards and other tax benefits for United States federal income tax purposes.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
| Item 3.03 | Material Modification to Rights of Security Holders |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
| Item 9.01 | Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 4.1 | First Amendment to Amended and Restated Section 382 Rights Agreement between LSB Industries, Inc. and Computershare Trust Company, N.A., as rights agent, dated as of May 2, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) | |
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: May 3, 2024
| LSB INDUSTRIES, INC. | ||
| By: | /s/ Cheryl A. Maguire | |
| Name: | Cheryl A. Maguire | |
| Title: | Executive Vice President and Chief Financial Officer | |