SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 24, 2005
Commission File Number 1-7107
LOUISIANA-PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE |
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1-7107 |
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93-0609074 |
(State or other jurisdiction of |
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Commission File |
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(IRS Employer Identification No.) |
414 Union Street, Suite 2000, Nashville, TN 37219
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (615) 986-5600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On August 24, 2005, the Company entered into an agreement to purchase shares of its common stock from Goldman Sachs & Co. (Goldman Sachs) for an aggregate purchase price of $150 million pursuant to a private transaction in connection with an accelerated stock buyback program. Repurchased shares will be held in treasury. LP is acquiring these shares as part of its previously announced authorization to repurchase up to 20 million shares.
The number of shares to be repurchased under the program will be generally based on the volume weighted average share price of the Companys common stock during the term of the program. The program is subject to collar provisions that will establish minimum and maximum number of shares based on the volume weighted average share price over an initial hedge period (the hedge period). Under the terms of the program, Goldman Sachs will deliver to the Company an initial number of shares of common stock on an initial settlement date, subject to share adjustments pursuant to which the Company may receive additional shares at the conclusion of the hedge period and/or upon completion of the program. The minimum and maximum numbers of shares that the Company may repurchase pursuant to the program will not be known until conclusion of the hedge period, which is expected to occur during the third quarter of 2005. The Company expects the program to be completed in the first quarter of 2006, although in certain circumstances the completion date may be accelerated or extended. The final amount of shares repurchased will be determined at the completion of the program.
A Master Confirmation dated August 24, 2005 contains the principal terms and provisions governing the program between the Company and Goldman Sachs including, but not limited to, the mechanism used to determine the amount of shares that will be delivered by Goldman Sachs to the Company, the required timing of delivery of the shares, the specific circumstances under which Goldman Sachs is permitted to make adjustments to valuation periods, the specific circumstances under which the program may be terminated early, the right of the Company and Goldman Sachs to enter into other transactions pursuant to which the Company would repurchase shares of its common stock, including additional accelerated stock buyback arrangements or open market purchase programs, definitions of terms used throughout the Master Confirmation, and various acknowledgements, representations and warranties made by the Company and Goldman Sachs to one another, including representations related to Rule 10b5-1 and intended compliance with the Rule 10b-18 volume and timing guidelines. A copy of the Master Confirmation is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
A Supplemental Confirmation dated August 24, 2005 sets forth the specific pricing terms and other provisions relating to the program including, but not limited to, provisions for determining the initial number of shares to be delivered by Goldman Sachs and the applicable collar, the aggregate purchase price for the repurchased shares, the period during which Goldman Sachs will establish its hedge position relating to the transaction and the termination date of the program. A copy of the Supplemental Confirmation is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
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In the ordinary course of their business, Goldman Sachs and its affiliates have engaged, and may in the future engage, in financial advisory and/or investment banking transactions with the Company and its affiliates. They have received and will receive customary fees and commissions for these transactions.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
10.1 Master Confirmation entered into by the Company and Goldman Sachs on August 24, 2005
10.2 Supplemental Confirmation entered into by the Company and Goldman Sachs on August 24, 2005
99.1 Press release issued by Louisiana - - Pacific Corporation on August 24, 2005
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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LOUISIANA-PACIFIC CORPORATION |
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By: |
/s/ CURTIS M. STEVENS |
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Curtis M. Stevens |
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Executive Vice President and Chief |
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Financial Officer |
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(Principal Financial Officer) |
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Date: August 24, 2005 |
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Exhibit Index
10.1 Master Confirmation entered into by the Company and Goldman Sachs on August 24, 2005
10.2 Supplemental Confirmation entered into by the Company and Goldman Sachs on August 24, 2005
99.1 Press release issued by Louisiana - - Pacific Corporation on August 24, 2005
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Exhibit 10.1
EXECUTION COPY
Goldman Sachs & Co. | 85 Broad Street | New York, New York 10004 | Tel: 212 902 1000
Opening Transaction
To: |
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Louisiana-Pacific Corporation |
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A/C: |
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[Insert Account Number] |
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From: |
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Goldman, Sachs & Co. |
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Re: |
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Accelerated Stock Buyback |
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Ref. No: |
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[Insert Reference Number] |
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Date: |
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August 24, 2005 |
This master confirmation (Master Confirmation), dated as of August 24, 2005, is intended to supplement the terms and provisions of certain Transactions (each, a Transaction) entered into from time to time between Goldman, Sachs & Co. (GS&Co.) and Louisiana-Pacific Corporation (Counterparty). This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. The terms of any particular Transaction shall be set forth in a Supplemental Confirmation in the form of Schedule A hereto and which references this Master Confirmation, in which event the terms and provisions of this Master Confirmation shall be deemed to be incorporated into and made a part of each such Supplemental Confirmation. This Master Confirmation and each Supplemental Confirmation together shall constitute a Confirmation as referred to in the Agreement specified below.
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the Equity Definitions), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Master Confirmation. This Master Confirmation and each Supplemental Confirmation evidence a complete binding agreement between Counterparty and GS&Co. as to the terms of each Transaction to which this Master Confirmation and the related Supplemental Confirmation relates.
All provisions contained in or incorporated by reference in the form of the 1992 ISDA Master Agreement (Multicurrency Cross Border) (the Agreement) will govern this Master Confirmation and each Supplemental Confirmation except as expressly modified below. This Master Confirmation and each Supplemental Confirmation, together with all other documents referring to the Agreement confirming Transactions entered into between GS&Co. and Counterparty (notwithstanding anything to the contrary in a Supplemental Confirmation), shall supplement, form a part of, and be subject to the Agreement as if GS&Co. and Counterparty had executed the Agreement (but without any Schedule except for (i) the election of Second Method and Loss, the law of the State of New York as the governing law and US Dollars (USD) as the Termination Currency, (ii) the election that subparagraph (ii) of Section 2(c) shall not apply to Transactions, and (iii) the election that the Cross Default provisions of Section 5(a)(vi) shall apply to Counterparty with a Threshold Amount of USD 50 million).
All provisions contained in the Agreement shall govern this Master Confirmation and the related Supplemental Confirmation relating to a Transaction except as expressly modified below or in the related Supplemental Confirmation. With respect to any relevant Transaction, the Agreement, this Master Confirmation and the related Supplemental Confirmation shall represent the entire agreement and understanding of the parties
with respect to the subject matter and terms of such Transaction and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
If, in relation to any Transaction to which this Master Confirmation and related Supplemental Confirmation relate, there is any inconsistency between the Agreement, this Master Confirmation, any Supplemental Confirmation and the Equity Definitions that are incorporated into any Supplemental Confirmation, the following will prevail for purposes of such Transaction in the order of precedence indicated: (i) such Supplemental Confirmation; (ii) this Master Confirmation; (iii) the Agreement; and (iv) the Equity Definitions.
General Terms:
Trade Date: |
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For each Transaction, as set forth in the Supplemental Confirmation. |
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Buyer: |
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Counterparty |
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Seller: |
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GS&Co. |
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Shares: |
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Shares of Common Stock, $1 par value, of Counterparty (Ticker: LPX) |
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Forward Price: |
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The average of the New York 10b-18 Volume Weighted Average Price per share of the Shares for the regular trading session (including any extensions thereof) of the Exchange on the related Exchange Business Day in the Calculation Period (without regard to pre-open or after hours trading outside of any regular trading session for any such Exchange Business Day), as published by Bloomberg at 4:15 p.m. New York time on each Exchange Business Day during the Calculation Period. |
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Calculation Period: |
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Each Exchange Business Day from and including the Exchange Business Day following the Hedge Completion Date to and including the Termination Date (as adjusted in accordance with Section 5 herein and pursuant to Market Disruption Event below). |
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Termination Date: |
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For each Transaction, as set forth in the Supplemental Confirmation (as the same may be postponed in accordance with the provisions of Calculation Period and Section 5 herein). |
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Hedge Period: |
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Each Exchange Business Day from and including the Trade Date to and including the Hedge Completion Date. |
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Hedge Completion Date: |
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The Exchange Business Day on which GS&Co. finishes establishing its Hedge Positions, as determined by GS&Co., as set forth in the Supplemental Confirmation for each Transaction. |
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Hedge Period Reference Price: |
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The average of the New York 10b-18 Volume Weighted Average Price per share of the Shares for the regular trading session (including any extensions thereof) of the Exchange on the related Exchange Business Day in the Hedge Period (without regard to pre-open or after hours trading outside of any regular trading session for any such Exchange Business Day), as published by Bloomberg at 4:15 p.m. New York time on each Exchange Business Day during the Hedge Period. |
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Market Disruption Event: |
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The definition of Market Disruption Event in Section 6.3(a) of the Equity Definitions is hereby amended by inserting the words at any time on any Scheduled Trading Day during the Hedge Period or Calculation Period or after the word material, in the third line thereof. |
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Notwithstanding anything to the contrary in the Equity Definitions, to the extent that any Scheduled Trading Day in the Calculation Period is a Disrupted Day, the Termination Date shall be postponed and the Calculation Agent (after consultation with Counterparty) shall extend the Calculation Period and make reasonable adjustments to the weighting of each Rule 10b-18 eligible transaction in the Shares on the relevant Exchange Business Days during the Calculation Period for purposes of determining the Forward Price, with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares. |
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Notwithstanding anything to the contrary in the Equity Definitions, to the extent that any Scheduled Trading Day in the Hedge Period is a Disrupted Day, the Calculation Agent (after consultation with Counterparty) shall make reasonable adjustments to the weighting of each Rule 10b-18 eligible transaction in the Shares on the relevant Exchange Business Days during the Hedge Period for purposes of determining the Hedge Period Reference Price, with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares. |
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To the extent that there are 9 consecutive Disrupted Days during the Calculation Period or Hedge Period, then notwithstanding the occurrence of a Disrupted Day, the Calculation Agent (after consultation with Counterparty) shall have the option to either determine the weighting of each Rule 10b-18 eligible transaction in the Shares on the relevant Exchange Business Days during the Calculation Period or Hedge Period, as applicable, using its good faith estimate of the value for the Share on such 9th consecutive day or in the case of a Calculation Period elect to further extend the Calculation Period as it deems necessary. |
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Exchange: |
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NYSE |
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Prepayment\Variable Obligation: |
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Applicable |
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Prepayment Amount: |
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For each Transaction, as set forth in the Supplemental Confirmation. |
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Prepayment Date: |
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Three (3) Exchange Business Days following the Trade Date. |
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Seller Payment Amount: |
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For each Transaction, as set forth in the Supplemental Confirmation. |
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Seller Payment Date: |
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Three (3) Exchange Business Days following the Trade Date. |
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Counterparty Additional |
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Payment Amount: |
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For each Transaction, as set forth in the Supplemental Confirmation. |
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Counterparty Additional |
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Payment Date: |
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Three (3) Exchange Business Days following the Trade Date. |
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Settlement Terms:
Physical Settlement: |
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Applicable |
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Number of Shares |
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to be Delivered: |
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A number of Shares equal to (a) the Prepayment Amount divided by (b) the Forward Price; provided that the Number of Shares to be Delivered will be no less than the Minimum Shares and no greater than the Maximum Shares. The Number of Shares to be Delivered on the Settlement Date shall be reduced, but not below zero, by any Shares delivered pursuant to the Initial Share Delivery and the Minimum Share Delivery below. |
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Settlement Date: |
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Three (3) Exchange Business Days following the Termination Date. |
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Settlement Currency: |
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USD (all amounts shall be converted to the Settlement Currency in good faith and in a commercially reasonable manner by the Calculation Agent). |
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Initial Shares: |
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For each Transaction, as set forth in the Supplemental Confirmation. |
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Initial Share Delivery: |
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GS&Co. shall deliver a number of shares equal to the Initial Shares to Counterparty on the Initial Share Delivery Date in accordance with Section 9.4 of the Equity Definitions, with the Initial Share Delivery Date deemed to be a Settlement Date for purposes of such Section 9.4. |
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Initial Share Delivery Date: |
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Three (3) Exchange Business Days following the Trade Date. |
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Minimum Shares: |
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For each Transaction, as set forth in the Supplemental Confirmation. |
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Minimum Share Delivery: |
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GS&Co. shall deliver a number of shares equal to the excess, if any, of the Minimum Shares over the Initial Shares on the Minimum Share Delivery Date in accordance with Section 9.4 of the Equity Definitions, with the Minimum Share Delivery Date deemed to be a Settlement Date for purposes of such Section 9.4. |
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Minimum Share Delivery Date: |
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Three (3) Exchange Business Days following the Hedge Completion Date. |
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Maximum Shares: |
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For each Transaction, as set forth in the Supplemental Confirmation. |
Share Adjustments: |
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Method of Adjustment: |
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Calculation Agent Adjustment |
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Extraordinary Events: |
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Tender Offer: |
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Applicable |
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Consequences of |
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Merger Events and |
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Tender Offers: |
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(a) |
Share-for-Share: |
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Modified Calculation Agent Adjustment |
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(b) |
Share-for-Other: |
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Cancellation and Payment |
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(c) |
Share-for-Combined: |
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Component Adjustment |
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Determining Party: |
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GS&Co. |
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Nationalization, |
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Insolvency or Delisting: |
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Negotiated Close-out; provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange or The Nasdaq National Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange. |
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Additional Disruption Events: |
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(a) |
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Change in Law: |
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Applicable |
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(b) |
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Failure to Deliver: |
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Not Applicable |
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(c) |
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Insolvency Filing: |
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Applicable |
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(d) |
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Loss of Stock Borrow: |
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Applicable; furthermore Sections 12.9(a)(vii) and 12.9(b)(iv) of the Equity Definitions are amended by deleting the words at a rate equal to or less than the Maximum Stock Loan Rate and replacing them with at a rate of return equal to or greater than zero. |
Hedging Party: |
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GS&Co. |
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Determining Party: |
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GS&Co. |
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Non-Reliance/Agreements and |
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Acknowledgements Regarding |
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Hedging Activities/Additional |
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Acknowledgements: |
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Applicable |
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Transfer: |
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Notwithstanding anything to the contrary in the Agreement, GS&Co. may assign, transfer and set over all rights, title and interest, powers, privileges and remedies of GS&Co. under any Transaction, in whole or in part, to an affiliate of GS&Co. that is guaranteed by The Goldman Sachs Group, Inc. without the consent of Counterparty. |
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Counterpartys Contact Details |
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for Purpose of Giving Notice: |
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To be provided by Counterparty |
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GS&Co.s Contact Details for |
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Purpose of Giving Notice: |
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Telephone No.: |
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(212) 902-8996 |
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Facsimile No.: |
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(212) 902-0112 |
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Attention: Equity Operations: Options and Derivatives |
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GS&Co. Payment Instructions: |
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JP Morgan Chase Bank , N.A. |
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For A/C Goldman, Sachs & Co. |
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A/C #930-1-011483 |
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ABA: 021-000021 |
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2. Calculation Agent. |
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GS&Co. |
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(a) the purchase or writing of each Transaction will not violate Rule 13e-1 or Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the Exchange Act);
(b) other than any information to be disseminated contemporaneously with the announcement of the Transaction, it is not entering into any Transaction on the basis of, and is not aware of, any material non-public information with respect to the Shares or in anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a third-party tender offer;
(c) it is not entering into any Transaction to create, and will not engage in any other securities or derivative transaction to create, a false or misleading appearance of active trading or market activity in the Shares (or any security convertible into or exchangeable for the Shares), or which would otherwise violate the Exchange Act;
(d) each Transaction is being entered into pursuant to a publicly disclosed Share buy-back program and its Board of Directors has approved the use of derivatives to effect the Share buy-back program;
(e) notwithstanding the generality of Section 13.1 of the Equity Definitions, it acknowledges that GS&Co. is not making any representations or warranties with respect to the treatment of any Transaction under FASB Statements 133 (as amended) or 150, EITF 00-19 (or any successor issue statements) or under FASBs Liabilities & Equity Project;
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(f) it is in compliance with its reporting obligations under the Exchange Act in all material respects and its most recent Annual Report on Form 10-K, together with all reports subsequently filed by it pursuant to the Exchange Act, taken together and as amended and supplemented to the date of this representation, do not, as of their respective filing dates, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading;
(g) it shall report each Transaction as required under Regulation S-K under the Exchange Act; and
(h) except in accordance with Section 5, during the Hedge Period and the Calculation Period (as extended or suspended pursuant to the provisions of Section 5 and Calculation Period herein), the Shares or securities that are convertible into, or exchangeable or exercisable for Shares shall not be subject to a restricted period as such term is defined in Regulation M promulgated under the Exchange Act and, to the extent that this representation is not true and correct on any day during the Hedge Period or the Calculation Period, Counterparty agrees to provide written notice to GS&Co. to that effect on each such day.
(a) If Counterparty concludes that it will be engaged in a distribution of the Shares for purposes of Regulation M, Counterparty agrees that it will, on one Scheduled Trading Days written notice, direct GS&Co. not to purchase Shares in connection with hedging any Transaction during the restricted period (as defined in Regulation M). If on any Scheduled Trading Day, Counterparty delivers written notice (and confirms by telephone) by 8:30 a.m. New York Time (the Notification Time) then such notice shall be effective to suspend the Calculation Period or the Hedge Period, as the case may be, as of such Notification Time. In the event that Counterparty delivers notice and/or confirms by telephone after the Notification Time, then the Calculation Period or the Hedge Period, as the case may be, shall be suspended effective as of 8:30 a.m. New York Time on the following Scheduled Trading Day or as otherwise required by law or agreed between Counterparty and GS&Co. The Calculation Period shall be suspended and the Termination Date extended for each Scheduled Trading Day in such restricted period.
(b) In the event that GS&Co. reasonably concludes that it is required with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures imposed by law, rule or regulation on GS&Co., for it to refrain from purchasing Shares on any Scheduled Trading Day during the Hedge Period or the Calculation Period, GS&Co. may by written notice to Counterparty (confirmed by telephone) elect to suspend the Hedge Period or the Calculation Period for such number of Scheduled Trading Days as is specified in the notice. The notice shall not specify, and GS&Co. shall not otherwise communicate to Counterparty, the reason for GS&Co.s election to suspend the Hedge Period or the Calculation Period. The Calculation Period shall be suspended and the Termination Date extended for each Scheduled Trading Day occurring during any such suspension.
(c) In the event that the Calculation Period is suspended pursuant to Section 5(a) or (b) above during the regular trading session on the Exchange, then the Calculation Agent (after consultation with Counterparty) shall, in calculating the Forward Price, extend the Calculation Period and make adjustments to the weighting of each Rule 10b-18 eligible transaction in the Shares on the relevant Exchange Business Days during the Calculation Period for purposes of determining the Forward Price, with such adjustments based on, among other factors, the duration of any such suspension and the volume, historical trading patterns and price of the Shares.
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Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Confirmation except to the extent stated herein.
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Yours faithfully, |
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GOLDMAN, SACHS & CO. |
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By: |
/s/ FRANK HUJBER |
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Authorized Signatory |
Agreed and Accepted By: |
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LOUISIANA-PACIFIC CORPORATION |
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By: |
/s/ CURTIS M. STEVENS |
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Name: Curtis M Stevens |
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Title: Chief Financial Officer |
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Exhibit 10.2
SCHEDULE A
SUPPLEMENTAL CONFIRMATION
To: |
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Louisiana-Pacific
Corporation |
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From: |
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Goldman, Sachs & Co. |
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Subject: |
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Accelerated Stock Buyback |
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Ref. No: |
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[Insert Reference No.] |
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Date: |
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August 24, 2005 |
The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Goldman, Sachs & Co. (GS&Co.) and Louisiana-Pacific Corporation (Counterparty) (together, the Contracting Parties) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between GS&Co. and Counterparty as of the relevant Trade Date for the Transaction referenced below.
The definitions and provisions contained in the Master Confirmation specified below are incorporated into this Supplemental Confirmation. In the event of any inconsistency between those definitions and provisions and this Supplemental Confirmation, this Supplemental Confirmation will govern.
1. This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of August 24, 2005 (the Master Confirmation) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.
2. The terms of the Transaction to which this Supplemental Confirmation relates are as follows:
Trade Date: |
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August 24, 2005 |
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Hedge Completion Date: |
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As set forth in the Trade Notification. |
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Termination Date: |
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As set forth in the Trade Notification, which date shall be approximately 5 months after the Hedge Completion Date. |
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Prepayment Amount: |
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USD 150,000,000 |
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Counterparty Additional Payment Amount: |
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As set forth in the Trade Notification. |
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Seller Payment Amount: |
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Not Applicable |
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Initial Shares: |
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4,500,000 |
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Minimum Shares: |
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A number of Shares equal to (a) the Prepayment Amount divided by (b) 110% of the Hedge Period Reference Price, or, if greater, the Initial Shares. |
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Maximum Shares: |
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A number of shares equal to (a) the Prepayment Amount divided by (b) 94% of the Hedge Period Reference Price, or, if greater, the Initial Shares. |
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Extraordinary Dividend: |
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Any cash dividend declared by Counterparty in excess of USD 0.14 per Share. |
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Reserved Shares: |
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A number of shares, as specified in the Trade Notification, equal to two times the Minimum Shares. |
3. Counterparty represents and warrants to GS&Co. that neither it nor any affiliated purchaser (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during the four full calendar weeks immediately preceding the Trade Date.
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Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth the terms of the agreement between GS&Co. and Counterparty with respect to this Transaction, by manually signing this Supplemental Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83.
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Yours sincerely, |
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GOLDMAN, SACHS & CO. |
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By: |
/s/ FRANK HUJBER |
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Authorized Signatory |
Agreed and Accepted By: |
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LOUISIANA-PACIFIC CORPORATION |
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By: |
/s/ CURTIS M. STEVENS |
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Name: Curtis M. Stevens |
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Title: Chief Financial Officer |
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SCHEDULE B
TRADE NOTIFICATION
To: |
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Louisiana-Pacific Corporation |
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From: |
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Goldman, Sachs & Co. |
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Subject: |
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Accelerated Stock Buyback |
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Ref. No: |
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[Insert Reference No.] |
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Date: |
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[Insert Date] |
The purpose of this Trade Notification is to notify you of certain terms in the Transaction entered into between Goldman, Sachs & Co. (GS&Co.) and LOUISIANA-PACIFIC CORPORATION (Counterparty) (together, the Contracting Parties) on the Trade Date specified below.
The definitions and provisions contained in the Supplemental Confirmation specified below are incorporated into this Trade Notification. In the event of any inconsistency between those definitions and provisions and this Trade Notification, this Trade Notification will govern.
This Trade Notification supplements, forms part of, and is subject to the Supplemental Confirmation dated as of August 24, 2005 (the Supplemental Confirmation) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Supplemental Confirmation govern this Trade Notification.
Trade Date: |
August 24, 2005 |
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Hedge Completion Date: |
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Termination Date: |
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Minimum Shares: |
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Maximum Shares: |
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Reserved Shares: |
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Counterparty Additional Payment Amount: |
USD [ ] |
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Yours sincerely, |
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GOLDMAN, SACHS & CO. |
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By: |
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Authorized Signatory |
B-1
Exhibit 99.1
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NEWS RELEASE |
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Release No. 123-08-05 |
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414 Union Street |
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Contact: |
Nashville, TN 37219 |
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Mary Cohn (Media Relations) |
615.986.5600 |
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615.986.5886 |
Fax: 615.986.5666 |
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Becky Barckley/Mike Kinney (Investor Relations) |
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615.986.5600 |
LP Announces Accelerated Stock Buyback
NASHVILLE, Tenn. (August 24, 2005) - Louisiana-Pacific Corporation (LP) (NYSE:LPX) announced today it has entered into an agreement to purchase shares of its common stock from a financial intermediary for an aggregate purchase price of $150 million, pursuant to a private transaction in connection with an accelerated stock buyback program. LP is acquiring these shares as part of its previously announced authorization to repurchase up to 20 million shares.
This share repurchase is consistent with LPs commitment to returning value to our shareholders, said Curt Stevens, executive vice president administration and CFO. As previously communicated, this repurchase is intended to offset the dilution that occurred over the last several years due to employee stock programs. Our strong balance sheet allows us to both execute this agreement and retain flexibility to implement our long-term growth strategies.
The number of shares to be repurchased under the program will be generally based on the volume weighted average share price of LPs common stock during the term of the program. The program is subject to collar provisions that will establish minimum and maximum numbers of shares based on the volume weighted average share price over an initial hedge period (the hedge period). Under the terms of the program, the financial intermediary will deliver to LP an initial number of shares of common stock on an initial settlement date, subject to share adjustments pursuant to which LP may receive additional shares at the conclusion of the hedge period and/or on
- more -
completion of the program. The minimum and maximum number of shares that LP may repurchase pursuant to the program will not be known until conclusion of the hedge period, which is expected to occur during the third quarter of 2005. The company expects the program to be completed in the first quarter of 2006, although in certain circumstances the completion date may be accelerated or extended. The final amount of shares repurchased will be determined at completion of the program.
LP is a premier supplier of building products, delivering innovative, high-quality commodity and specialty products to its retail, wholesale, homebuilding and industrial customers. Visit LPs Web site at www.lpcorp.com for additional information on the company.
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FORWARD LOOKING STATEMENTS
This news release contains statements concerning Louisiana-Pacific Corporations (LP) future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The matters addressed in these statements are subject to a number of risks, uncertainties and assumptions that may cause actual results to differ materially from those projected, including, but not limited to, the effect of general economic conditions, including the level of interest rates and housing starts, market demand for the companys products, and prices for structural products; the effect of forestry, land use, environmental and other governmental regulations; the ability to obtain regulatory approvals; and the risk of losses from fires, floods and other natural disasters. These and other factors that could cause or contribute to actual results differing materially from those contemplated by such forward-looking statements are discussed in greater detail in the companys Securities and Exchange Commission filings.