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: February 25, 2021
(Date of earliest event reported)
__________________________________
(Exact name of registrant as specified in its charter)
__________________________________
| (State or other jurisdiction of incorporation or organization) | Commission File Number | (IRS Employer Identification No.) | ||||||||||||
(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):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Item 7.01 Regulation FD Disclosure.
On February 25, 2021, Louisiana-Pacific Corporation (the “Company”), announced the pricing of its previously announced private placement of $350,000,000 aggregate principal amount of 3.625% senior notes due 2029 (the “Senior Notes”), pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01 of Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in this Item 7.01 of Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 8.01 Other Events.
In addition, on February 25, 2021, the Company delivered to the trustee for delivery to the holders of the Company’s 4.875% Senior Notes due 2024 (the “2024 Senior Notes”) a conditional notice of redemption to redeem on March 27, 2021 (the “Redemption Date”) all of the 2024 Senior Notes that remain outstanding at a redemption price equal to 102.438% of the principal amount thereof plus accrued and unpaid interest to, but not including, the Redemption Date.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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/ DEREK N. DOYLE | |||||||
| Derek N. Doyle | ||||||||
| Vice President, Controller and Chief Accounting Officer | ||||||||
Date: February 25, 2021
LP BUILDING SOLUTIONS ANNOUNCES PRICING OF $350 MILLION SENIOR NOTES OFFERING
NASHVILLE, Tenn. (February 25, 2021) — Louisiana-Pacific Corporation (“LP”) (NYSE: LPX) today announced the pricing of its previously announced offering of $350 million aggregate principal amount of 3.625% senior notes due 2029 (the “Senior Notes”). The Senior Notes will be unsecured senior obligations of LP. Subject to the satisfaction of customary closing conditions, LP expects the offering of the Senior Notes to close on March 11, 2021.
The aggregate net proceeds from the sale of the Senior Notes are expected to be approximately $337 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. LP intends to use the net proceeds from the offering, together with cash on hand, to purchase, redeem, or otherwise acquire, $350 million in aggregate principal amount of its 4.875% Senior Notes due 2024 (the “2024 Senior Notes”). This press release shall not constitute a notice of redemption for the 2024 Senior Notes.
The Senior Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Senior Notes to be offered have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state or other jurisdiction’s securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About LP Building Solutions
As a leader in high-performance building solutions, LP manufactures engineered wood building products that meet the demands of builders worldwide. Its extensive offerings include innovative and dependable building products and accessories, such as ® SmartSide® Trim & Siding, LP Structural Solutions portfolio (LP WeatherLogic® Air & Water Barrier, LP Legacy® Premium Sub-Flooring, LP® TechShield® Radiant Barrier, LP® FlameBlock® Fire-Rated Sheathing and more), oriented strand board (OSB), LP® TopNotch® Sub-Flooring, LP, LP® Outdoor Building Solutions®, and LP Elements® Performance Fencing. In addition to product solutions, LP provides industry-leading service and warranties. Since its founding in 1972, LP has been Building a Better World™ by helping customers construct beautiful, durable homes. Headquartered in Nashville, Tennessee, LP operates 25 plants across the U.S., Canada, Chile and Brazil. For more information, visit LPCorp.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release, other than statements of historical fact, including statements related to LP’s intended use of proceeds of the offering of Senior Notes and expected closing date, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. LP has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “may,” “will,” “should” and “intends” and the negative of these words or other comparable terminology. These forward-looking statements are based on LP’s current expectations, estimates, projections and assumptions as of the date such statements are made and are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements. Additional information regarding these risks and uncertainties are described in LP’s filings with the U.S. Securities and Exchange Commission, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of LP’s most recently filed Annual Report on Form 10-K. LP undertakes no obligation to release publicly any revisions to forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events, except as required by applicable law.