Attached files
| file | filename |
|---|---|
| 8-K - LSB INDUSTRIES INC | form_8k.htm |
| EX-99.1 - LSB INDUSTRIES INC | ex_991.htm |
| EX-99.4 - LSB INDUSTRIES INC | ex_994.htm |
| EX-99.3 - LSB INDUSTRIES INC | ex_993.htm |
Exhibit
99.2
REALIGNMENT
AGREEMENT
(LSB
INDUSTRIES, INC.)
THIS
REALIGNMENT AGREEMENT (the “Agreement”) is executed this 18th day of March,
2010 by and among LSB INDUSTRIES, INC., a Delaware corporation (“LSB”),
CONSOLIDATED INDUSTRIES CORP., an Oklahoma corporation (“CIC”), PRIME FINANCIAL
CORPORATION, an Oklahoma corporation (“PFC”), NORTHWEST CAPITAL CORPORATION, an
Oklahoma corporation (“NWC”), THERMACLIME, INC., an Oklahoma corporation
(“TCI”), LSB HOLDINGS, INC., an Oklahoma corporation (“LSB Holdings”), SUMMIT
MACHINE TOOL INC. CORP., an Oklahoma corporation (“SMTI”), SUMMIT MACHINE TOOL
MANUFACTURING CORP., an Oklahoma corporation, (“SMTM”), SUMMIT MACHINERY
COMPANY, an Oklahoma corporation (“SMC”), HERCULES ENERGY MFG. CORPORATION, an
Oklahoma corporation (“HEC”), LSB CHEMICAL CORP., an Oklahoma corporation (“LSB
Chemical”), EL DORADO CHEMICAL COMPANY, an Oklahoma corporation (“EDC”), CHEMEX
I CORP., an Oklahoma corporation (“Chemex I”), DSN CORPORATION, an Oklahoma
corporation (“DSN”), THE CLIMATE CONTROL GROUP, INC., an Oklahoma corporation
(“TCCG”) and CHEMEX II CORP., an Oklahoma corporation (“Chemex
II”). CIC, PFC, NWC, TCI, LSB Holdings, SMTI, SMTM, SMC, HEC, LSB
Chemical, EDC, TCCG, Chemex I, DSN and Chemex II are collectively, the
“Subsidiaries”). In consideration of the premises and mutual
covenants herein contained, the parties hereto hereby agree as
follows:
1.
Ownership and
Background. LSB owns all of the issued and outstanding capital
stock of PFC, LSB Holdings, SMTM and HEC and 95% of the capital stock of TCI and
CIC, a newly formed subsidiary of LSB and PFC. PFC owns 5% of the
issued and outstanding capital stock of TCI and CIC and all of the issued and
outstanding capital stock of NWC. SMTM owns all of the issued and
outstanding capital stock of SMC. LSB Holdings owns all of the issued
and outstanding capital stock of SMTI. TCI owns all of the issued and
outstanding capital stock of LSB Chemical and TCCG. LSB Chemical owns
all of the issued and outstanding capital stock of DSN, EDC and Chemex II, and
EDC owns all of the issued and outstanding capital stock of Chemex
I. In accordance with the terms and conditions of this Agreement and
following management’s comprehensive review of the organizational structure of
LSB and the Subsidiaries, LSB and the Subsidiaries desire to convert certain
corporate Subsidiaries into limited liability companies, transfer ownership of
various Subsidiaries to other direct or indirect subsidiaries of LSB, merge
certain Subsidiaries into other direct or indirect subsidiaries of LSB, and form
new direct or indirect subsidiaries of LSB to realign LSB’s direct and indirect
wholly-owned entities so that following such transactions, LSB’s corporate
structure, as currently reflected in Chart 1, will be substantially as reflected
in Chart 2 attached hereto (collectively, the “Realignment”). The
Realignment is intended to (a) align the ownership of the subsidiaries of LSB by
business group, (b) simplify LSB’s corporate structure, (c) improve the
effective management of LSB’s diverse lines of business, (d) facilitate the
corporate governance and reporting responsibilities of LSB and its businesses,
and (e) optimize the corporate structure of LSB and its subsidiaries for tax
purposes.
2.
Realignment. The
Realignment and the transactions described below will be effective as of April
1, 2010, and will be conducted through a series of transactions, in the order
and as described below. The terms of such transactions are set forth
in the documents and agreements attached as exhibits to this Agreement, which
are hereby incorporated into this Agreement by reference.
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a.
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LSB
and PFC shall transfer to CIC all of LSB’s and PFC’s right, title and
interest in the shares of capital stock of TCI in exchange for 9,000
shares of common stock of CIC. The transfers of TCI stock shall
be evidenced by the Stock Assignments and Powers of Attorney to be
executed by LSB and PFC in the forms attached hereto as Exhibits “A-1” and
“A-2”. After such transfers, LSB will continue to own
95% of the capital stock of CIC, and PFC will continue to own 5% of the
stock in CIC.
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b.
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TCI
shall convert from an Oklahoma corporation to an Oklahoma limited
liability company (“LLC”) to be known as ThermaClime, L.L.C. (“TCL”), with
such conversion effective pursuant to the filing of the Articles of
Conversion with the Oklahoma Secretary of State in substantially in the
form of Exhibit
“B”. Pursuant to the conversion, the issued and
outstanding capital stock of TCI held by CIC, representing all of the
capital stock of TCI, shall be converted into membership interests of TCL
so that 100% of the membership interests of TCL shall continue to be owned
by CIC.
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c.
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PFC
shall convert from an Oklahoma corporation to an Oklahoma LLC to be known
as Prime Financial L.L.C. (“PFL”), with such conversion effective pursuant
to the filing of the Articles of Conversion with the Oklahoma Secretary of
State in substantially the form of Exhibit
“C”. Pursuant to the conversion, the issued and
outstanding capital stock of PFC held by LSB, representing all of the
capital stock of PFC, shall be converted into membership interests of PFL
so that 100% of the membership interests of PFL shall continue to be owned
by LSB.
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d.
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LSB
shall cause PFL to distribute to LSB all of PFL’s right, title and
interest in the shares of capital stock of CIC, as evidenced by the Stock
Assignment and Power of Attorney to be executed by PFL in substantially
the form attached hereto as Exhibit
“D”.
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e.
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LSB
shall contribute to CIC all of LSB’s right, title and interest in the
shares of capital stock of Climate Craft Technologies, Inc., an Oklahoma
corporation, HEC, SMTM and LSB Holdings, as evidenced by the Stock
Assignments and Powers of Attorney to be executed by LSB in substantially
the forms attached hereto as Exhibits “E-1”, “E-2”,
“E-3”, “E-4” and “E-5”.
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f.
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LSB
shall cause PFL to merge with NWC, with PFL as the survivor of such
merger, with such merger effective pursuant to the filing of the Articles
of Merger with the Oklahoma Secretary of State in substantially the form
of Exhibit
“F”.
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g.
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CIC
shall form Chemical Transport L.L.C., an Oklahoma limited liability
company (“CTL”), with CIC owning 100% of the initial outstanding
membership interests in CTL,
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2
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with
such formation effective pursuant to the filing of the Articles of
Organization with the Oklahoma Secretary of State in substantially the
form of Exhibit
“G”.
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h.
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LSB
shall cause PFL to transfer to CTL certain railcars indentified on Exhibit “H”
attached hereto and the real estate located at 244 Dison Road, El Dorado,
Arkansas owned by PFL. This transfer shall be completed by the
distribution of such assets by PFL to LSB followed by a capital
contribution of such assets by LSB to CIC, and CIC shall thereafter make a
capital contribution of such assets to
CTL.
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i.
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SMC
shall merge with and into SMTM, with SMTM as the survivor of such merger,
with such merger effective pursuant to the filing of the Certificate of
Merger with the Oklahoma Secretary of State in substantially the form of
Exhibit
“I”.
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j.
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SMTM
shall convert from an Oklahoma corporation to an Oklahoma limited
liability company, to be known as Summit Machine Tool Manufacturing L.L.C.
(“SMTL”), with such conversion effective pursuant to the filing of the
Articles of Conversion with the Oklahoma Secretary of State in
substantially the form of Exhibit
“J”. Pursuant to the conversion, the issued and
outstanding capital stock of SMTM held by CIC, representing all of the
issued and outstanding capital stock of SMTM, shall be converted into
membership interests of SMTL so that 100% of the membership interests of
SMTL shall continue to be owned by
CIC.
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k.
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LSB
shall cause SMTL to distribute to CIC all of SMTL’s right, title and
interest in the shares of capital stock of Pryor Chemical Company, an
Oklahoma corporation, as evidenced by the Stock Assignment and Power of
Attorney to be executed by SMTL in substantially the form attached hereto
as Exhibit
“K”.
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l.
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SMTI
shall merge with and into LSB Holdings, with LSB Holdings as the survivor
of such merger, with such merger effective pursuant to the filing of the
Certificate of Merger with the Oklahoma Secretary of State in
substantially the form of Exhibit
“L”.
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m.
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LSB
Holdings shall merge with and into CIC, with CIC as the survivor of such
merger, with such merger effective pursuant to the filing of the
Certificate of Merger with the Oklahoma Secretary of State in
substantially the form of Exhibit
“M”.
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n.
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CIC
shall cause TCL to contribute to LSB Chemical all of TCL’s right, title
and interest in the shares of capital stock of Cherokee Nitrogen Company,
an Oklahoma corporation and Northwest Financial Corporation, an Oklahoma
corporation, as evidenced by the Stock Assignments and Powers of Attorney
to be executed by TCL in substantially the forms attached hereto as Exhibits “N-1” and
“N-2”.
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o.
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DSN
shall merge with and into EDC, with EDC as the survivor of such merger,
with such merger effective pursuant to the filing of the Certificate of
Merger with the Oklahoma Secretary of State in substantially the form of
Exhibit
“O”.
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p.
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LSB
Chemical shall contribute to EDC all of LSB Chemical’s right, title and
interest in the shares of capital stock of Chemex II, as evidenced by the
Stock Assignment and Power of Attorney to be executed by LSB Chemical in
substantially the form attached hereto as Exhibit
“P-1”. EDC shall then contribute to Chemex I all of
EDC’s right, title and interest in the shares of capital stock of Chemex
II, thereby making Chemex II a direct subsidiary of Chemex I, as evidenced
by the Stock Assignment and Power of Attorney to be executed by EDC in
substantially the form attached hereto as Exhibit
“P-2”.
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q.
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Chemex
II shall merge with and into Chemex I, with Chemex I as the survivor of
such merger, with such merger effective pursuant to the filing of the
Certificate of Merger with the Oklahoma Secretary of State in
substantially the form of Exhibit
“Q”.
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r.
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CIC
shall cause TCL to contribute to TCCG all of TCL’s right, title and
interest in the shares of capital stock of Trison Construction, Inc., an
Oklahoma corporation, ClimaCool Corp., an Oklahoma corporation, CEPOLK
Holdings, Inc., an Oklahoma corporation, XpediAir, Inc., an Oklahoma
corporation, ClimateCraft, Inc., an Oklahoma corporation, Koax Corp., an
Oklahoma corporation, International Environmental Corporation, an Oklahoma
corporation, Climate Master, Inc., a Delaware corporation, ThermaClime
Technologies, Inc., an Oklahoma corporation, as evidenced by the Stock
Assignments and Powers of Attorney to be executed by TCL in substantially
the forms attached hereto as Exhibits “R-1”, “R-2”,
“R-3”, “R-4”, “R-5”, “R-6”, “R-7”, “R-8”, “R-9” and
“R-10”.
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s.
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HEC
shall merge with and into CIC, with CIC as the survivor of such merger,
with such merger effective pursuant to the filing of the Certificate of
Merger with the Oklahoma Secretary of State in substantially the form of
Exhibit
“S”.
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Notwithstanding
the prior execution and delivery of the foregoing documents, each such document
will be effective only upon the receipt of all necessary approvals, waivers or
consents of any lender or governmental authority. The foregoing documents
will be subject to such modifications, amendments and changes as agreed by LSB,
each party to such amendment, modification, or change, and each party to this
Agreement that is materially adversely affected by such amendment, modification,
or change, if any.
3. Further
Assurances. LSB and each of the Subsidiaries agree to execute
and deliver and to cause the execution, delivery and as applicable, filing with
appropriate governmental authorities, of such additional assignments,
certificates, agreements and other instruments as are necessary and appropriate
to effect the transactions contemplated by the Realignment.
4. Compliance With
Code. Each of the transactions described in this Agreement is
intended to be a tax free reorganization, contribution, or other exchange
pursuant to the applicable provisions of the Internal Revenue Code of 1986, as
amended (the “Code”), and shall be interpreted in accordance with such
provisions of the Code. LSB and each Subsidiary agrees to execute and
deliver any and all documents or statements complying with the requirements of
the
4
Code
regarding the tax-free exchanges and transfers intended by the transactions
contemplated by the Realignment.
5. Binding
Effect. This Agreement will inure to the benefit of and be
binding upon the respective heirs, legal representatives, successors, and
assigns of the parties hereto.
6. Governing
Law. This Agreement shall be construed and enforced in
accordance with the laws of the state of Oklahoma.
7. Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first above written.
LSB
INDUSTRIES, INC., a Delaware corporation
By: /s/ Jack E. Golsen
Name: Jack E. Golsen
Title: Chairman
CONSOLIDATED
INDUSTRIES CORP.,
an
Oklahoma corporation
By: /s/ Jack E. Golsen
Name: Jack E. Golsen
Title: Chairman
PRIME
FINANCIAL CORPORATION,
an
Oklahoma corporation
By: /s/ Jack E. Golsen
Name: Jack E. Golsen
Title: Chairman
5
NORTHWEST
CAPITAL CORPORATION,
an
Oklahoma corporation
By: /s/ Jack E. Golsen
Name: Jack E. Golsen
Title: Chairman
THERMACLIME,
INC.,
an
Oklahoma corporation
By: /s/ Jack E. Golsen
Name: Jack E. Golsen
Title: Chairman
LSB
HOLDINGS, INC.,
an
Oklahoma corporation
By: /s/ Jack E. Golsen
Name: Jack E. Golsen
Title: Chairman
SUMMIT
MACHINE TOOL INC. CORP.,
an
Oklahoma corporation
By: /s/ Jack E. Golsen
Name: Jack E. Golsen
Title: Chairman
6
SUMMIT
MACHINE TOOL MANUFACTURING CORP.,
an
Oklahoma corporation
By: /s/ Jack E. Golsen
Name: Jack E. Golsen
Title: Chairman
SUMMIT
MACHINERY COMPANY,
an
Oklahoma corporation
By: /s/ Jack E. Golsen
Name:
Jack E. Golsen
Title:
Chairman
HERCULES
ENERGY MFG. CORPORATION,
an
Oklahoma corporation
By: /s/ Jack E. Golsen
Name: Jack E. Golsen
Title: Chairman
LSB
CHEMICAL CORP.,
an
Oklahoma corporation
By: /s/ Jack E. Golsen
Name: Jack E. Golsen
Title: Chairman
EL DORADO
CHEMICAL COMPANY,
an
Oklahoma corporation
By: /s/ Jack E. Golsen
Name: Jack E. Golsen
Title: Chairman
CHEMEX I
CORP., an Oklahoma corporation
By: /s/ Jack E. Golsen
Name: Jack E. Golsen
Title: Chairman
DSN
CORPORATION, an Oklahoma corporation
By: /s/ Jack E. Golsen
Name: Jack E. Golsen
Title: Chairman
THE
CLIMATE CONTROL GROUP, INC.,
an
Oklahoma corporation
By: /s/ Jack E. Golsen
Name: Jack E. Golsen
Title: Chairman
8
CHEMEX II
CORP., an Oklahoma corporation
By: /s/ Jack E. Golsen
Name: Jack E. Golsen
Title: Chairman
9
