UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 2, 2009
LOUISIANA-PACIFIC CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-7107 | 93-0609074 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
414 Union Street, Suite 2000, Nashville, TN 37219
(Address of Principal Executive Offices) (Zip Code)
Registrant’s 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
On March 2, 2009, Louisiana-Pacific Corporation (“LP”) announced that it has commenced a consent solicitation with respect to proposed amendments to the indenture governing its 8.875% Senior Notes Due 2010 (the “Notes”). The proposed amendments would delete certain restrictive covenants from the indenture governing the Notes that presently restrict the ability of (i) LP to incur liens and security interests on its properties and assets and to enter into sale and lease-back transactions; (ii) the LP’s unrestricted subsidiaries to become restricted subsidiaries; and (iii) LP to merge or consolidate with or into any other person or transfer all or substantially all of its assets to any other person unless certain conditions are satisfied.
LP’s press release relating to the matters discussed above is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated March 2, 2009. | |
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.
| LOUISIANA-PACIFIC CORPORATION | ||
| By: | /s/ Curtis M. Stevens | |
| Curtis M. Stevens Chief Financial Officer | ||
Date: March 2, 2009.
Exhibit 99.1
NEWS RELEASE
Release No. 105-03-09
Contact:
Mary Cohn (Media Relations)
615.986.5886
Becky Barckley/Mike Kinney (Investor Relations)
615.986.5600
FOR RELEASE AT noon (ET) MONDAY, MARCH 2, 2009
LP Announces Commencement of Consent Solicitation for 8.875% Senior Notes Due 2010
NASHVILLE, Tenn. (March 2, 2009) – Louisiana-Pacific Corporation (LP) (NYSE:LPX) today announced that it has commenced a consent solicitation with respect to proposed amendments to the indenture governing its 8.875% Senior Notes Due 2010 (the “Notes”). The proposed amendments would delete certain restrictive covenants from the indenture governing the Notes that presently restrict the ability of (i) the Company to incur liens and security interests on its properties and assets and to enter into sale and lease-back transactions; (ii) the Company’s unrestricted subsidiaries to become restricted subsidiaries; and (iii) the Company to merge or consolidate with or into any other person or transfer all or substantially all of its assets to any other person unless certain conditions are satisfied.
The consent solicitation is subject to the terms and conditions set forth in LP’s Consent Solicitation Statement dated March 2, 2009, including the receipt of valid consents from the holders of not less than a majority in aggregate principal amount of the outstanding Notes, excluding Notes owned by LP or any affiliate of LP. The aggregate principal amount of the Notes outstanding is approximately $200 million. The consent solicitation will expire at 5:00 p.m., New York City time, on March 9, 2009 (as such date may be extended, the “Consent Deadline”).
Upon satisfaction or waiver of the terms and conditions of the consent solicitation, LP will pay a consent fee to the holders of the Notes whose valid consents are received by the tabulation agent prior to the Consent Deadline. The consent fee is equal to $5 in cash for each $1,000 in principal amount of the Notes with respect to which a holder of the Notes consents. LP reserves the right to withdraw the consent solicitation for any reason prior to the Consent Deadline.
This press release does not set forth all of the terms and conditions of the consent solicitation. Holders of the Notes should carefully read LP’s Consent Solicitation Statement and the accompanying materials for a complete description of all terms and conditions before making any decision with respect to the consent solicitation. LP does not make any recommendation as to whether or not any holder should consent to the proposed amendments. Additional information concerning the terms and conditions of the consent solicitation, and the procedure for delivering consents, may be obtained from any of the solicitation agents: Banc of America Securities LLC, by calling (888) 292-0070; Goldman, Sachs & Co., by calling (800) 828-3182; and RBC Capital Markets Corporation, by calling (212) 618-2205. Copies of the Consent Solicitation Statement and related documents may be obtained from the information and tabulation agent, D.F. King & Co., Inc., at 48 Wall Street, 22nd Floor, New York, New York 10005, (212) 269-5550.
SOURCE: Louisiana-Pacific Corporation (LP)
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