08/05/2022 | Press release | Distributed by Public on 08/05/2022 14:59
|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
26-1501877
(I.R.S. Employer
Identification Number) |
|
|
Large accelerated filer
☐
|
| |
Non-accelerated filer
☐
|
|
|
Accelerated filer
☒
|
| |
Smaller reporting company
☐
|
|
| | | |
Emerging growth company
☐
|
|
Exact name of registrant as specified in its charter(1)
|
| |
State or other jurisdiction of
incorporation or organization |
| |
I.R.S. Employer
Identification Number |
| |||
Intrepid Potash-Moab, LLC
|
| |
Delaware
|
| | | | 84-1535237 | | |
Intrepid Potash-New Mexico, LLC
|
| |
New Mexico
|
| | | | 20-0420705 | | |
Intrepid Potash-Wendover, LLC
|
| |
Colorado
|
| | | | 20-0818774 | | |
| | |
Page
|
| |||
ABOUT THIS PROSPECTUS
|
| | | | 1 | | |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
| | | | 2 | | |
RISK FACTORS
|
| | | | 3 | | |
THE COMPANY
|
| | | | 4 | | |
USE OF PROCEEDS
|
| | | | 5 | | |
DESCRIPTION OF CAPITAL STOCK
|
| | | | 6 | | |
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES OF DEBT SECURITIES
|
| | | | 9 | | |
DESCRIPTION OF WARRANTS
|
| | | | 11 | | |
DESCRIPTION OF UNITS
|
| | | | 13 | | |
PLAN OF DISTRIBUTION
|
| | | | 14 | | |
LEGAL MATTERS
|
| | | | 16 | | |
EXPERTS
|
| | | | 16 | | |
WHERE YOU CAN FIND MORE INFORMATION
|
| | | | 16 | | |
INFORMATION INCORPORATED BY REFERENCE
|
| | | | 16 | | |
|
SEC filing fee
|
| | | $ | * | | |
|
Printing expenses
|
| | | | ** | | |
|
Legal fees and expenses
|
| | | | ** | | |
|
Accounting fees and expenses
|
| | | | ** | | |
|
Engineering fees and expenses
|
| | | | ** | | |
|
Transfer agent fees and expenses
|
| | | | ** | | |
|
Rating agency fees
|
| | | | ** | | |
|
Stock exchange and other listing fees
|
| | | | ** | | |
|
Miscellaneous
|
| | | | ** | | |
|
Total
|
| | | $ | ** | | |
Exhibit No.
|
| |
Description
|
|
1.1* | | | Form of Underwriting Agreement. | |
4.1 | | | | |
4.2 | | | Certificate of Amendment to Restated Certificate of Incorporation of Intrepid Potash, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on May 26, 2016). | |
4.3 | | | Certificate of Amendment to Restated Certificate of Incorporation of Intrepid Potash, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on August 14, 2020). | |
4.4 | | | | |
4.5 | | | Specimen Common Stock Certificate of Intrepid Potash, Inc. (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1 (File No. 333-148215) filed on April 7, 2008). | |
4.6* | | | Form of Certificate of Designations. | |
4.7* | | | Specimen of Preferred Stock Certificate. | |
4.8† | | |
Form of Indenture.
|
|
4.9* | | | Form of Note. | |
4.10* | | | Form of Warrant Agreement. | |
4.11* | | | Form of Unit Agreement. | |
5.1† | | |
Opinion of Perkins Coie LLP.
|
|
23.1† | | |
Consent of KPMG LLP.
|
|
23.2† | | |
Consent of Perkins Coie LLP (included in Exhibit 5.1).
|
|
23.3† | | |
Consent of Agapito Associates, Inc.
|
|
24.1† | | |
Powers of Attorney (included on signature pages hereto).
|
|
25.1# | | | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, with respect to the Indenture filed as Exhibit 4.8. | |
107 | | |
Filing Fee Table.
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Robert P. Jornayvaz III
Robert P. Jornayvaz III
|
| | Executive Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | |
August 5, 2022
|
|
|
/s/ Matthew D. Preston
Matthew D. Preston
|
| | Chief Financial Officer (Principal Financial and Accounting Officer) | | |
August 5, 2022
|
|
|
/s/ Chris A. Elliott
Chris A. Elliott
|
| | Director | | |
August 5, 2022
|
|
|
/s/ Lori A. Lancaster
Lori A. Lancaster
|
| | Director | | |
August 5, 2022
|
|
|
/s/ Mary E. McBride
Mary E. McBride
|
| | Director | | |
August 5, 2022
|
|
|
/s/ Barth E. Whitham
Barth E. Whitham
|
| | Lead Director | | |
August 5, 2022
|
|
|
/s/ William M. Zisch
William M. Zisch
|
| | Director | | |
August 5, 2022
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Robert P. Jornayvaz III
Robert P. Jornayvaz III
|
| | President and Chief Executive Officer (Principal Executive Officer) | | |
August 5, 2022
|
|
|
/s/ Matthew D. Preston
Matthew D. Preston
|
| | Chief Financial Officer (Principal Financial and Accounting Officer) | | |
August 5, 2022
|
|
|
/s/ Matthew D. Preston
Matthew D. Preston
|
| | Chief Financial Officer of Intrepid Potash, Inc., the Sole Member and Manager | | |
August 5, 2022
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Robert P. Jornayvaz III
Robert P. Jornayvaz III
|
| | President and Chief Executive Officer (Principal Executive Officer) | | |
August 5, 2022
|
|
|
/s/ Matthew D. Preston
Matthew D. Preston
|
| | Chief Financial Officer (Principal Financial and Accounting Officer) | | |
August 5, 2022
|
|
|
/s/ Matthew D. Preston
Matthew D. Preston
|
| | Chief Financial Officer of Intrepid Potash, Inc., the Sole Member and Manager | | |
August 5, 2022
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Robert P. Jornayvaz III
Robert P. Jornayvaz III
|
| | President and Chief Executive Officer (Principal Executive Officer) | | |
August 5, 2022
|
|
|
/s/ Matthew D. Preston
Matthew D. Preston
|
| | Chief Financial Officer (Principal Financial and Accounting Officer) | | |
August 5, 2022
|
|
|
/s/ Matthew D. Preston
Matthew D. Preston
|
| | Chief Financial Officer of Intrepid Potash, Inc., the Sole Member and Manager | | |
August 5, 2022
|
|