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): May 9, 2012
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) |
(IRS 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 (see General Instruction A.2 below):
| ¨ | 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 May 9, 2012, Louisiana-Pacific Corporation (the “Company”) announced that it has priced its private offering of $350 million aggregate principal amount of Senior Notes due 2020 (the “Notes”). The Notes will bear interest at an annual rate of 7.5%. The Company expects to close the offering of the Notes on May 21, 2012, subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds of the offering of the Notes to repurchase, redeem or otherwise retire all of its outstanding 13% Senior Secured Notes due 2017 (the “2017 Notes”), to pay related transaction costs and for other general corporate purposes. The consummation of the offering of the Notes will satisfy the financing condition for the Company’s previously announced cash tender offer and consent solicitation with respect to any and all of the outstanding 2017 Notes.
A copy of the Company’s press releases relating to the pricing of the offering 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.
| Number |
Exhibit | |
| 99.1 | Press Release Announcing Pricing of Debt Offering, dated May 9, 2012 | |
2
SIGNATURE
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/ Sallie B. Bailey | |||||
| Sallie B. Bailey | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
Date: May 9, 2012
3
EXHIBIT INDEX
| Number |
Exhibit | |
| 99.1 | Press Release Announcing Pricing of Debt Offering, dated May 9, 2012 | |
4
Exhibit 99.1
Louisiana-Pacific Corporation Announces Pricing of Debt Offering
NASHVILLE, Tenn. – May 9, 2012 – Louisiana-Pacific Corporation (“LP”) (NYSE:LPX) today announced that it has priced its private offering of $350 million aggregate principal amount of Senior Notes due 2020 (the “Notes”). The Notes will bear interest at an annual rate of 7.5%. LP expects to close the offering of the Notes on May 21, 2012, subject to the satisfaction of customary closing conditions.
LP intends to use the net proceeds of the offering of the Notes to repurchase, redeem or otherwise retire all of its outstanding 13% Senior Secured Notes due 2017 (the “2017 Notes”), to pay related transaction costs and for other general corporate purposes. The consummation of the offering of the Notes will satisfy the financing condition for LP’s previously announced cash tender offer and consent solicitation with respect to any and all of the outstanding 2017 Notes.
The Notes have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, as amended. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction where the offering would not be permitted. This press release contains information about pending transactions, and there can be no assurance that these transactions will be completed.
LP’s previously announced tender offer and related consent solicitation are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated May 7, 2012, and the related Letter of Transmittal and Consent. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell any of the outstanding 2017 Notes.
About LP
Louisiana-Pacific Corporation is a leading manufacturer of quality engineered wood building materials including OSB, structural framing products, and exterior siding for use in residential, industrial and light commercial construction. From manufacturing facilities in the U.S., Canada, Chile and Brazil, LP products are sold to builders and homeowners through building materials distributors and dealers and retail home centers. Founded in 1973, LP is headquartered in Nashville, Tennessee and traded on the New York Stock Exchange under LPX.
Source: Louisiana-Pacific Corporation
Louisiana-Pacific Corporation
Media Relations:
Mary Cohn, 615-986-5886
or
Investor Relations:
Becky Barckley, 615-986-5600
or
Mike Kinney, 615-986-5600