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): September 29, 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))

 

 

 

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Item 8.01.

Other Events.

On September 29, 2009, Louisiana-Pacific Corporation (the “Company”) announced the closing of its previously announced public offering of 20.7 million shares of common stock of the Company (the “Offering”). The Company received approximately $132 million of net proceeds from the Offering. The press release relating to the announcement is filed as Exhibit 99.1 hereto.

Also on September 29, 2009, after the closing of the Offering, the Company instructed The Bank of New York Mellon Trust Company, N.A., the trustee under the indenture dated March 10, 2009 (the “Indenture”) governing the Company’s 13% Senior Secured Notes due 2017 (the “Notes”), to deliver on September 30, 2009, to the holders of the Notes notice of redemption of $131.25 million principal amount at maturity of the Notes pursuant to Section 3.7(b) of the Indenture, which permits the Company to use the net proceeds of the Offering to redeem up to 35% of the aggregate principal amount at maturity of outstanding Notes, subject to certain conditions that have been satisfied, at a price of 113% of the Accreted Value (as defined in the Indenture) of the Notes being redeemed, plus accrued and unpaid interest thereon. The redemption date has been set for October 30, 2009, and the estimated payment to be made by the Company in connection with the redemption is $112.6 million plus accrued and unpaid interest on the Notes being redeemed.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit No.		Description
99.1		Press Release, dated September 29, 2009

 

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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.

 

Date: September 29, 2009.

 

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Exhibit 99.1

NEWS RELEASE

Release No. 117-09-09

Contact:

Mary Cohn (Media Relations)

615.986.5886

Becky Barckley/Mike Kinney (Investor Relations)

615.986.5600

FOR IMMEDIATE RELEASE TUESDAY, SEPTEMBER 29, 2009

Louisiana-Pacific Corp. Announces Closing of its Common Stock Offering

NASHVILLE, Tenn. (September 29, 2009) – Louisiana-Pacific Corporation (LP) (NYSE:LPX) today announced the closing of a public offering of 18 million shares of its common stock at an offering price of $6.75 per share. LP granted the underwriters a 30-day option to purchase up to 2.7 million additional shares which was exercised on September 24, 2009. The Company announced that the net proceeds of the offering amounted to approximately $132 million (including $17 million associated with the option).

Upon the closing of this offering, the Company instructed the Trustee to issue an irrevocable notice on September 30th to the holders of its 13% Senior Secured Notes due 2017 to redeem $131.25 million principal amount at maturity of such notes on October 30, 2009. This notice is pursuant to a provision in the indenture governing the notes that permits the Company to use all or a portion of the net cash proceeds of an equity offering to redeem the notes at a redemption price equal to 113% of the accreted value for a total of approximately $112.6 million plus accrued and unpaid interest.

Goldman, Sachs & Co. acted as the sole book-running agent for this offering, and UBS Investment Bank and RBC Capital Markets acted as co-managers for the offering. The shares were issued pursuant to an effective shelf registration statement that was previously filed with the Securities and Exchange Commission. A prospectus supplement and accompanying base prospectus related to the offering was filed with the Securities and Exchange Commission and

 

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are available at the SEC’s website, http://www.sec.gov. Copies of the final prospectus supplement and accompanying base prospectus related to the offering may be obtained from Goldman, Sachs & Co. via telephone (866) 471-2526; facsimile: (212) 902-9316; email: prospectus-ny@ny.email.gs.com; or standard mail at Goldman, Sachs & Co., Prospectus Department, 85 Broad Street, New York, NY 10004.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About LP

LP 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 its common stock is traded on the New York Stock Exchange under LPX.

Forward-Looking Statement

This news release contains statements concerning Louisiana-Pacific 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. 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 company’s Securities and Exchange Commission filings.

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