EX-99.1 67 d631058dex991.htm EX-99.1

Exhibit 99.1

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken, you should immediately consult your broker, bank manager, lawyer, accountant, investment advisor or other professional advisor.

LETTER OF TRANSMITTAL

Relating to

LSB Industries, Inc.

Offer to Exchange

All Outstanding Unregistered 7.75% Senior Secured Notes due 2019

($425,000,000 aggregate principal amount)

for

7.75% Senior Secured Notes due 2019 ($425,000,000 aggregate principal amount)

which have been registered under the Securities Act of 1933

Pursuant to the Prospectus, dated , 2014

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2014, UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

For Delivery by Hand, Overnight Delivery, Registered or Certified Mail:

UMB Bank, n.a., as Exchange Agent

Attn: Janet Lambert

204 N. Robinson Suite 200

Oklahoma City, Oklahoma 73102

By Facsimile: |  | To Confirm by Telephone:
(405) 516-1276 Corporate Trust Operations |  | (405) 239-5901 Corporate Trust Operations

For Information, Call:

(405) 239-5901

Corporate Trust Operations

Delivery of this instrument to an address other than as set forth above, or transmission of this instrument via facsimile other than as set forth above, will not constitute a valid delivery.

The undersigned acknowledges that he or she has received the prospectus, dated , 2014 (the “Prospectus”), of LSB Industries, Inc., a Delaware corporation (the “Issuer”), and this letter of transmittal (the “Letter of Transmittal”), which together constitute the Issuer’s offer (the “Exchange Offer”) to exchange a principal amount of up to $425,000,000 of their outstanding, unregistered 7.75% Senior Secured Notes due 2019 (the “old notes”) of the Issuer for a like principal amount of the Issuer’s registered 7.75% Senior Secured Notes due 2019 (the “New Notes”). All references to the old notes and the New Notes include references to the related guarantees. Capitalized terms used but not defined herein shall have the same meaning given to them in the Prospectus.

For each old note accepted for exchange, the holder of such old note will receive a New Note having a principal amount equal to that of the surrendered old note. The New Notes will bear interest at a rate of 7.75% per annum from the most recent date to which interest on the old notes has been paid. Interest on the New Notes will be payable semiannually in cash in arrears on February 1 and August 1 of each year, commencing on [•], 2014. The New Notes will mature on August 1, 2019. The terms of the New Notes are identical to the terms of the old notes, except that the New Notes have been registered under the Securities Act and the transfer restrictions and registration rights and related special interest provisions applicable to the old notes do not apply to the New Notes.

If the Issuer has not exchanged all old notes validly tendered in accordance with the terms of the Exchange Offer for New Notes on or prior to the 30th business day after which the registration statement in respect of such New Notes has been declared effective or in certain other circumstances set forth in the Registration Rights Agreement dated, August 7, 2013, by and among the Issuer, the guarantors party thereto, and Wells Fargo Securities, LLC, as representative of the initial purchasers of the old notes (the “Registration Rights Agreement”), the Issuer will be required to pay additional interest as set forth in the Registration Rights Agreement.

The Issuer has agreed that, during the period described in Section 4(3) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 174 thereunder that is applicable to transactions by brokers or dealers with respect to New Notes (the “Applicable Period”), they will use their commercially reasonable efforts to make the Prospectus, as amended and supplemented, available to broker-dealers for use in connection with resales of New Notes.

Each holder of old notes wishing to participate in the Exchange Offer, except holders of old notes executing their tenders through the Automated Tender Offer Program (“ATOP”) procedures of The Depository Trust Company (“DTC”), should complete, sign and submit this Letter of Transmittal to the Exchange Agent, UMB Bank, n.a., on or prior to the Expiration Date.

This Letter of Transmittal may be used to participate in the Exchange Offer if certificates representing old notes are to be physically delivered to the Exchange Agent or if old notes are to be tendered by effecting a book-entry transfer into the Exchange Agent’s account at DTC and instructions are not being transmitted through ATOP, for which the Exchange Offer is eligible. Unless you intend to tender your old notes through ATOP, you should complete, execute, and deliver this Letter of Transmittal, along with any physical certificates for the old notes specified herein, to indicate the action you desire to take with respect to the Exchange Offer.

Holders of old notes tendering by book-entry transfer to the Exchange Agent’s account at DTC may execute tenders through ATOP, for which the Exchange Offer is eligible. Financial institutions that are DTC participants may execute tenders through ATOP by transmitting acceptance of the Exchange Offer to DTC on or prior to the Expiration Date. DTC will verify acceptance of the Exchange Offer, execute a book-entry transfer of the tendered old notes into the account of the Exchange Agent at DTC and send to the Exchange Agent a “book-entry confirmation,” which shall include an Agent’s Message. An “Agent’s Message” is a message, transmitted by DTC to, and received by, the Exchange Agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgement from a DTC participant tendering old notes that the participant has received and agrees to be bound by the terms of this Letter of Transmittal as an

undersigned hereof and that the Issuer may enforce such agreement against the participant. Delivery of the Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the DTC participant identified in the Agent’s Message. Accordingly, holders who tender their old notes through DTC’s ATOP procedures shall be bound by, but need not complete, this Letter of Transmittal.

If you are a beneficial owner that holds old notes through Euroclear or Clearstream and wish to tender your old notes, you must instruct Euroclear or Clearstream, as the case may be, to block the account in respect of the tendered old notes in accordance with the procedures established by Euroclear or Clearstream. You are encouraged to contact Euroclear or Clearstream directly to ascertain their procedures for tendering old notes.

Tendering holders of old notes must tender old notes in an amount equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof. New Notes will be issued in an amount equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof.

Any holder that is a bank, broker, or other custodial entity holding old notes on behalf of more than one beneficial owner may submit to the Exchange Agent a list of the aggregate principal amount of old notes owned by each such beneficial owner, and the Exchange Agent, in determining the aggregate principal amount of New Notes to be issued to such holder, will treat each such beneficial owner as a separate holder.

Holders that anticipate tendering other than through DTC are urged to contact promptly a bank, broker, or other intermediary (that has the capability to hold securities custodially through DTC) to arrange for receipt of New Notes to be delivered pursuant to the Exchange Offer and to obtain the information necessary to provide the required DTC participant with account information in this Letter of Transmittal.

The Issuer reserves the right, in its sole discretion, to amend, at any time, the terms and conditions of the Exchange Offer. The Issuer will give you notice of any amendments if required by applicable law. The term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended.

The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

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TENDER OF OLD NOTES

To effect a valid tender of old notes through the completion, execution, and delivery of this Letter of Transmittal, the undersigned must complete the tables below entitled “Method of Delivery” and “Description of Old Notes Tendered” and sign this Letter of Transmittal where indicated.

New Notes will be delivered in book-entry form through DTC and only to the DTC account of the undersigned or the undersigned’s custodian, as specified in the table below entitled “Method of Delivery”.

We have not provided guaranteed delivery procedures in conjunction with the Exchange Offer or under any of the Prospectus or other materials provided therewith.

Failure to provide the information necessary to effect delivery of New Notes will render such holder’s tender defective, and the Issuer will have the right, which it may waive, to reject such tender without notice.

METHOD OF DELIVERY

| ¨ | CHECK HERE IF PHYSICAL CERTIFICATES FOR TENDERED OLD NOTES ARE BEING DELIVERED HEREWITH.

| ¨ | CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC.

|  | PROVIDE BELOW THE NAME OF THE DTC PARTICIPANT AND THE PARTICIPANT’S ACCOUNT NUMBER IN WHICH THE TENDERED OLD NOTES ARE HELD AND/OR THE CORRESPONDING NEW NOTES ARE TO BE DELIVERED.

Name of Tendering Institution:

DTC Participant Number: Account Number: Transaction Code Number: |  |  |  |

List below the old notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the numbers and principal amount at maturity of old notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OLD NOTES TENDERED
|  | 1 |  |  | 2 |  | 3
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank) |  | Certificate Number(s)* |  |  | Aggregate Principal Amount of Old Notes Represented |  | Principal Amount Tendered**
|  |  | Total |  |  |  |  |

* | Need not be completed if old notes are being tendered by book-entry transfer.

** | Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the old notes represented by the old notes indicated in column 2. See Instruction 2. The principal amount of old notes tendered hereby must be in an amount equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof. See Instruction 1.

Note: Signatures must be provided below.

Please read the accompanying instructions carefully.

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer the aggregate principal amount of the old notes indicated above. Subject to, and effective upon, the acceptance for exchange of the old notes tendered hereby, the undersigned hereby sells, assigns, and transfers to, or upon the order of, the Issuer all right, title, and interest in and to such old notes as are being tendered hereby. The undersigned hereby irrevocably appoints the Exchange Agent as the undersigned’s true and lawful agent and attorney-in-fact with respect to such tendered old notes, with full power of substitution, among other things, to cause the old notes to be assigned, transferred, and exchanged.

The undersigned hereby represents and warrants that (i) the undersigned has full power and authority to tender, exchange, sell, assign, and transfer the old notes tendered hereby and that the Issuer will acquire good, marketable, and unencumbered title to the old notes, free and clear of all security interests, liens, restrictions, charges and encumbrances or other obligations relating to their sale or transfer and not subject to any adverse claim when the old notes are accepted by the Issuer; (ii) the undersigned is not an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuer; (iii) any New Notes to be received by the undersigned will be acquired in the ordinary course of the undersigned’s business; (iv) at the time of commencement and consummation of the Exchange Offer it has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the New Notes it will receive in the Exchange Offer in violation of the provisions of the Securities Act; and (v) if it is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the old notes or the New Notes.

In addition, if the undersigned is a broker-dealer, the undersigned represents that the old notes to be exchanged for New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a Prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a Prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned also acknowledges that this Exchange Offer is being made by the Issuer based upon the Issuer’s understanding of interpretations by the staff of the Securities and Exchange Commission (the “Commission”), as set forth in no-action letters issued to third parties, that the New Notes issued in exchange for the old notes pursuant to the Exchange Offer may be offered for resale, resold, and otherwise transferred by holders thereof, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: (i) such holder is not an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuer; (ii) such New Notes are acquired in the ordinary course of such holder’s business; and (iii) such holder is not engaged in, does not intend to engage in, a distribution of such New Notes and has no arrangement or understanding with any person to participate in a distribution, as defined in the Securities Act, of the New Notes.

However, the Issuer has not sought its own no-action letter and therefore the staff of the Commission has not considered this Exchange Offer in the context of a no-action letter. There can be no assurance that the staff of the Commission would make a similar determination with respect to the Exchange Offer as in other circumstances. If a holder of old notes is an affiliate of the Issuer, acquires the New Notes other than in the ordinary course of such holder’s business or is engaged in or intends to engage in a distribution of the New Notes, or has any arrangement or understanding with respect to the distribution of the New Notes to be acquired pursuant to the Exchange Offer, such holder may not rely on the applicable interpretations of the staff of the Commission and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuer to be necessary or desirable to complete the sale, assignment, and transfer of the old notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy, and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer—Withdrawal of Tenders” section of the Prospectus.

Unless otherwise indicated in the box entitled “Special Issuance Instructions” below, please deliver the New Notes in the name of the undersigned or, in the case of a book-entry delivery of old notes, please credit the account indicated above maintained at DTC. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the New Notes to the undersigned at the address shown above in the box entitled “Description of Old Notes Tendered”.

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THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if certificates for old notes in a principal amount not tendered or not accepted and/or New Notes are to be issued in the name of someone other than the undersigned, or if old notes are to be returned by credit to an account maintained by DTC other than the account designated above.

Issue New Notes and/or old notes to:

Name(s):

(Please Type or Print)

(Please Type or Print)

Address:

(Including Zip Code)

Taxpayer Identification Number

(Such person(s) must also complete the Substitute

Form W-9, a Form W-8BEN, a Form W-8ECI or

a Form W-8IMY, as applicable)

Credit unaccepted old notes tendered by book-entry transfer to:

(DTC Account Number)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if certificates for old notes in a principal amount not tendered or not accepted and/or New Notes are to be sent to someone other than the undersigned at an address other than that shown above.

Deliver New Notes and/or old notes to:

Name(s):

(Please Type or Print)

(Please Type or Print)

Address:

(Including Zip Code)

Taxpayer Identification Number

(Such person(s) must also complete the Substitute

Form W-9, a Form W-8BEN, a Form W-8ECI or

a Form W-8IMY, as applicable)

IMPORTANT: This Letter of Transmittal or a facsimile hereof or an Agent’s Message in lieu hereof (together with the certificates for old notes or a book-entry confirmation and all other required documents) must be received by the Exchange Agent prior to 5:00 p.m. New York City time, on the Expiration Date.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

IN ORDER TO VALIDLY TENDER OLD NOTES FOR EXCHANGE, HOLDERS OF OLD

NOTES MUST COMPLETE, EXECUTE, AND DELIVER THIS LETTER OF TRANSMITTAL OR A

PROPERLY TRANSMITTED AGENT’S MESSAGE.

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SIGN HERE

(To be Completed By All Tendering Holders of Old Notes Regardless of Whether Old Notes Are Being Physically Delivered Herewith, Other Than Holders Effecting Delivery Through ATOP)

By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders to LSB Industries, Inc. the principal amount of the old notes listed in the table on page 3 entitled “Description of Old Notes Tendered”.

Signature of Registered Holder(s) or Authorized Signatory (see guarantee requirement below) |  | Area Code and Telephone Number |  | Date
Signature of Registered Holder(s) or Authorized Signatory (see guarantee requirement below) |  | Area Code and Telephone Number |  | Date
Signature of Registered Holder(s) or Authorized Signatory (see guarantee requirement below) |  | Area Code and Telephone Number |  | Date
Signature of Registered Holder(s) or Authorized Signatory (see guarantee requirement below) |  | Area Code and Telephone Number |  | Date

If a holder is tendering any old notes, this Letter of Transmittal must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the old notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer, or other person acting in a fiduciary or representative capacity, please set forth such person’s full title. See Instruction 3.

Name(s):

(Please Type or Print)

Capacity (full title):

Address:

(Including Zip Code)

SIGNATURE GUARANTEE

(If required—See Instruction 3)

Signature(s) Guaranteed by

an Eligible Institution:

(Authorized Signature)

(Title)

(Name of Firm)

(Address)

Dated: , 2014

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INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS

OF THE EXCHANGE OFFER

1. Delivery of Letter of Transmittal.

This Letter of Transmittal or, in lieu thereof, an Agent’s Message stating that the holder has expressly acknowledged receipt of, and agrees to be bound by and held accountable by, this Letter of Transmittal is to be completed by or received with respect to holders of old notes whether certificates are to be forwarded herewith or tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in “The Exchange Offer—Procedures for Tendering” section of the Prospectus. Certificates for all physically tendered old notes (or Book-Entry Confirmation), as well as a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required by this Letter of Transmittal (or, in lieu thereof, an Agent’s Message), must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date. Old Notes tendered hereby must be an amount equal to $2,000 in principal amount or in any integral multiple of $1,000 in excess thereof.

The method of delivery of this Letter of Transmittal, the old notes, and all other required documents is at the election and risk of the tendering holders. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent before the Expiration Date. No letter of transmittal or old notes should be sent to the Issuer. Holders may request their respective brokers, dealers, commercial banks, trust companies, or nominees to effect the tenders for such holders.

See “The Exchange Offer” section of the Prospectus.

2. Partial Tenders (not applicable to holders of old notes who tender by book-entry transfer); Withdrawals.

If less than all of the old notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of old notes to be tendered in the box above entitled “Description of Old Notes Tendered—Principal Amount Tendered.” A newly reissued certificate for the old notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All of the old notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date. To be effective with respect to the tender of old notes, a written or facsimile transmission notice of withdrawal must: (i) be received by the Exchange Agent prior to the Expiration Date; (ii) specify the name of the person who deposited the old notes to be withdrawn; (iii) identify the old notes to be withdrawn (including the certificate number(s), if any, and principal amount of such old notes); (iv) be signed by the depositor in the same manner as the original signature on this Letter of Transmittal by which such old notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee register the transfer of such old notes into the name of the person withdrawing the tender; and (v) specify the name in which any such old notes are to be registered, if different from that of the depositor. The Exchange Agent will return the properly withdrawn old notes promptly following receipt of notice of withdrawal. If old notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes or otherwise comply with DTC’s procedures. All questions as to the validity of notices of withdrawal, including time of receipt, will be determined by the Issuer, and such determination will be final and binding on all parties.

3. Signatures on this Letter of Transmittal, Bond Powers, and Endorsements; Guarantee of Signatures.

If this Letter of Transmittal is signed by the registered holder(s) of old notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without alteration, enlargement, or any change whatsoever.

If any tendered old notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered old notes are registered in different names on several certificates, it will be necessary to complete, sign, and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.

When this Letter of Transmittal is signed by the registered holder(s) (which term, for the purposes described herein, shall include DTC as the owner of the old notes) of the old notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the New Notes are to be issued to a person other than the registered holder(s), then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificates must be guaranteed by an Eligible Institution (as defined below).

If this Letter of Transmittal is signed by a person other than the registered holder(s) of any old notes specified therein, such certificate(s) must be endorsed by such registered holder(s) or accompanied by separate written instruments of transfer or endorsed in blank by such registered holder(s) in form satisfactory to the Issuer and duly executed by the registered holder, in either case signed exactly as such registered holder’s or holders’ name(s) appear(s) on the old notes.

If this Letter of Transmittal or any certificates of old notes or separate written instruments of transfer or exchange are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Issuer, evidence satisfactory to the Issuer of their authority to so act must be submitted with this Letter of Transmittal.

Signature on a Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an Eligible Institution unless the old notes tendered pursuant thereto are tendered (i) by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the Letter of Transmittal or (ii) for the account of an Eligible Institution. In the event that signatures on a Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantee must be by a financial institution (including most banks, savings and loan associations, and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program, or the Stock Exchanges Medallion Program (each such entity, an “Eligible Institution”).

4. Special Issuance and Delivery Instructions.

Tendering Holders of old notes should indicate in the applicable box the name and address to which substitute certificates representing old notes for any old notes not exchanged and/or New Notes are to be issued or sent or, in the case of a book-entry delivery of old notes, the appropriate DTC participant name and number, if different from the name or address or the DTC participant name and number, as the case may be, of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named also must be indicated. Holders tendering old notes by book-entry transfer may request that old notes not exchanged and/or New Notes be credited to such account maintained at DTC as such note holder may designate hereon. If no such instructions are given, such old notes not exchanged and/or New Notes will be returned to the name and address or the account maintained at DTC, as the case may be, of the person signing this Letter of Transmittal.

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5. Tax Identification Number and Backup Withholding.

An exchange of old notes for New Notes pursuant to the Exchange Offer will not be treated as a taxable exchange or other taxable event for U.S. Federal income tax purposes. In particular, no backup withholding or information reporting is required in connection with such an exchange. However, U.S. Federal income tax law generally requires that payments of principal and interest on a note to a holder be subject to backup withholding unless such holder provides the payor with such holder’s correct Taxpayer Identification Number (“TIN”) on the Substitute Form W-9 below or otherwise establishes a basis for exemption. If such holder is an individual, the TIN is his or her social security number. If the payor is not provided with the current TIN or an adequate basis for an exemption, such tendering holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, such holder may be subject to backup withholding in an amount that is currently 28% of all reportable payments of principal and interest.

Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. Such holders should nevertheless complete the attached Substitute Form W-9 below, and check the box marked “Exempt” in Part 2, to avoid possible erroneous backup withholding. If the tendering holder of old notes is a nonresident alien or foreign entity not subject to backup withholding, such holder must give the Issuer a completed Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding), or other appropriate Form W-8. These forms may be obtained from the Exchange Agent or from the Internal Revenue Service’s website, www.irs.gov . See the enclosed Guidelines for Certification of TIN on Substitute Form W-9 (the “W-9 Guidelines”) for additional instructions.

To prevent backup withholding on reportable payments of principal and interest, each tendering holder of old notes must provide its correct TIN by completing the Substitute Form W-9 set forth below, certifying that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the Internal Revenue Service that such holder is subject to a backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the old notes are in more than one name or are not in the name of the actual owner, such holder should consult the W-9 Guidelines for information on which TIN to report. If such holder does not have a TIN, such holder should consult the W-9 Guidelines for instructions on applying for a TIN and check the box in Part 1 of the Substitute Form W-9 marked “Applied For” in lieu of providing its TIN. Note: checking the box marked “Applied For” on the form means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If a holder checks the box in Part 1 of the Substitute Form W-9 marked “Applied For” on that form, backup withholding at a rate currently of 28% will nevertheless apply to all reportable payments made by such holder. If such a holder furnishes its TIN to the Issuer within 60 calendar days of the Issuer’s receipt of the Substitute Form W-9, however, any amounts so withheld shall be refunded to such holder.

If backup withholding applies, the payor will withhold the appropriate percentage (currently 28%) from payments to the payee. Backup withholding is not an additional Federal income tax. Rather, the Federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

6. Transfer Taxes.

Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, New Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the old notes tendered hereby, or if tendered old notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of old notes in connection with the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the old notes specified in this Letter of Transmittal.

7. Waiver of Conditions.

The Issuer reserves the right to waive satisfaction of any or all conditions enumerated in the Prospectus at any time and from time to time prior to the Expiration Date.

8. No Conditional Tenders.

No alternative, conditional, irregular, or contingent tenders will be accepted. All tendering holders of old notes, by execution of this Letter of Transmittal or, in lieu hereof, an Agent’s Message, shall waive any right to receive notice of the acceptance of their old notes for exchange.

None of the Issuer, the Exchange Agent, or any other person is obligated to give notice of any defect or irregularity with respect to any tender of old notes nor shall any of them incur any liability for failure to give any such notice.

9. Mutilated, Lost, Stolen, or Destroyed old notes.

Any holder whose old notes have been mutilated, lost, stolen, or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

10. Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent, at the address and telephone number indicated above.

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TO BE COMPLETED BY ALL TENDERING HOLDERS (See Instruction 5)

SUBSTITUTE FORM W-9

REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION

PAYOR’S NAME: LSB INDUSTRIES, INC.

PAYEE INFORMATION

(Please print or type)

Individual or business name (if joint account list first and circle the name of person or entity whose number you furnish in Part 1 below):

Check appropriate box: |  | ¨ ¨ ¨ ¨ ¨ ¨ |  | Individual/Sole proprietor C Corporation S Corporation Partnership Trust/Estate Limited Liability Company: Enter the tax classification (C = C corporation, S = S corporation, P = Partnership)
|  | ¨ |  | Other

ADDRESS (NUMBER, STREET, AND APT. OR SUITE NO.)

CITY, STATE, AND ZIP CODE

PART 1: TAXPAYER IDENTIFICATION NUMBER (“TIN”)

Enter your TIN below. For individuals, this is your social security number. For other entities, it is your employer identification number. Refer to the chart on page 1 of the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the “W-9 Guidelines”) for further clarification. If you do not have a TIN, see instructions on how to obtain a TIN on page 2 of the W-9 Guidelines, check the appropriate box below indicating that you have applied for a TIN and, in addition to the Part 3 Certification, sign the attached Certification of Awaiting Taxpayer Identification Number.

Social Security Number: - -

Employer Identification number: -

¨ Applied For

|  | PART 2: PAYEES EXEMPT FROM BACKUP WITHHOLDING Check box (See page 2 of the W-9 Guidelines for further clarification. Even if you are exempt from backup withholding, you should still complete and sign the certification below): ¨ Exempt

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PART 3: CERTIFICATION

Certification instructions: You must cross out item 2 below if you have been notified by the Internal Revenue Service that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return.

Under penalties of perjury, I certify that:

| 1. | The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

| 2. | I am not subject to backup withholding because (i) I am exempt from backup withholding, (ii) I have not been notified by the Internal Revenue Service that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the Internal Revenue Service has notified me that I am no longer subject to backup withholding; and

| 3. | I am a U.S. person (including a U.S. resident alien).

Signature |  |
Date |  |

NOTE: |  | FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED “GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9” FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX “APPLIED FOR” IN PART 1 OF SUBSTITUTE FORM W-9.

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CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify, under penalties of perjury, that a TIN has not been issued to me, and either (i) I have mailed or delivered an application to receive a TIN to the appropriate Internal Revenue Service Center or Social Security Administration Office or (ii) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN to the payor, the payor is required to withhold and remit to the Internal Revenue Service a percentage (currently 28%) of all reportable payments made to me until I furnish the payor with a TIN.

Signature |  |
Date |  |

NOTE: |  | FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING AT THE APPLICABLE WITHHOLDING RATE (WHICH IS CURRENTLY 28%) ON ANY REPORTABLE PAYMENTS MADE TO YOU.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYOR—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer Identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payor.

For this type of account: |  | Give NAME and SOCIAL SECURITY number (SSN) of:
1. Individual |  | The individual
2. Two or more individuals (joint account) |  | The actual owner of the account or, if combined funds, the first individual on the account. (1)
3. Custodian account of a minor (Uniform Gift to Minors Act) |  | The minor(2)
4. (a) The usual revocable savings trust (grantor is also trustee) |  | The grantor-trustee(1)
(b) So-called trust account that is not a legal or valid trust under state law |  | The actual owner(1)
5. Sole proprietorship or disregarded entity owned by an individual |  | The owner(3)
6. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A)) |  | The Grantor*
7. Disregarded entity not owned by an individual |  | The owner

For this type of account: |  | Give NAME and EMPLOYER IDENTIFICATION number (EIN) of:
8. A valid trust, estate, or pension trust |  | The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(4)
9. Corporation or LLC electing corporate status under Form 8832 or Form 2553 |  | The corporation
10. Association, club, religious, charitable, educational, or other tax-exempt organization |  | The organization
11. Partnership or multi-member LLC |  | The partnership or the LLC
12. A broker or registered nominee |  | The broker or nominee
13. Account with the Department of Agriculture in the name of a public entity (such as State or local government, school district, or prison) that receives agricultural program payments |  | The public entity
14. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B)) |  | The trust

(1) | List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

(2) | Circle the minor’s name and furnish the minor’s SSN.

(3) | You must show your individual name, but you may also enter your business or “DBA” name. You may use either your SSN or EIN (if you have one).

(4) | List first and circle the name of the legal trust, estate, or pension trust.

* | NOTE: Grantor also must provide a Form W-9 to trustee of trust.

NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

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Section references are to the Internal Revenue Code.

Obtaining a Number. If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Card, from the local office of the Social Security Administration, or Form SS-4, Application for Employer Identification Number, from the Internal Revenue Service (the “IRS”) and apply for a number.

Payees Exempt from Backup Withholding. The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except for those listed in item (9). For broker transactions, payees listed in (1) through (13) are exempt. A person registered under the Investment Advisers Act of 1940 who regularly acts as a broker is also exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except that the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding or information reporting: medical and health care payments, attorneys’ fees and payments for services paid by a federal executive agency. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions and patronage dividends.

| (1) | A corporation.

| (2) | An organization exempt from tax under section 501(a), or an individual retirement plan (“IRA”), or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

| (3) | The United States or any of its agencies or instrumentalities.

| (4) | A State, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

| (5) | A foreign government or any of its political subdivisions, agencies, or instrumentalities.

| (6) | An international organization or any of its agencies or instrumentalities.

| (7) | A foreign central bank of issue.

| (8) | A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

| (9) | A futures commission merchant registered with the Commodity Futures Trading Commission.

| (10) | A real estate investment trust.

| (11) | An entity registered at all times during the tax year under the Investment Company Act of 1940.

| (12) | A common trust fund operated by a bank under section 584(a).

| (13) | A financial institution.

| (14) | A middleman known in the investment community as a nominee or custodian.

| (15) | A trust exempt from tax under section 664 or described in section 4947.

Exempt payees should file substitute Form W-9 to avoid possible erroneous backup withholding.

Interest Payments. Payments of interest generally not subject to backup withholding include the following:

| • |  | Payments of interest on obligations issued by individuals. NOTE: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payor’s trade or business and you have not provided your correct taxpayer identification number to the payor.

| • |  | Payments described in section 6049(b)(5) to nonresident aliens.

| • |  | Payments on tax-free covenant bonds under section 1451.

| • |  | Payments made by certain foreign organizations.

Payments that are not subject to information reporting are also not subject to backup withholding. For details see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N, and the regulations under such sections.

Privacy Act Notice. Section 6109 requires you to give your correct taxpayer identification number to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. The IRS also may disclose this information to other countries under a tax treaty, or to federal and state agencies to enforce federal non tax criminal laws and to combat terrorism. You must provide your taxpayer identification number whether or not you are required to file a tax return. Payors must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payor. Certain penalties may also apply.

Penalties.

| (1) | Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

| (2) | Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

| (3) | Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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