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 7, 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 7, 2012, Louisiana-Pacific Corporation (the “Company”) announced that it is offering to purchase any and all of the Company’s outstanding 13% Senior Secured Notes due 2017 (the “Notes”) and is soliciting consents to proposed amendments to (1) Indenture dated as of March 10, 2009 (as amended, supplemented or otherwise modified through the date hereof, the “Indenture”) among the Company and certain of its subsidiaries, as guarantors (the “Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), under which the Notes were issued and (2) the related Intercreditor Agreement dated as of March 10, 2009 (the “Intercreditor Agreement”) among the Company, the Guarantors, the Trustee, and Bank of America, N.A., as agent under the Company’s asset-backed revolving credit facility. The proposed amendments would be effected through a supplemental indenture to the Indenture and an amendment to the Intercreditor Agreement.
On May 7, 2012, the Company also announced that it has commenced an offering of $300 million in aggregate principal amount of Senior Notes due 2020.
Copies of the press releases announcing the tender offer and consent solicitation and the debt offering are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. As disclosed in the attached press releases, in connection with the retirement of the Notes, LP expects to record a charge in the second quarter of 2012 of $53.2 million associated with the write off of the remaining unamortized original discount and deferred debt issuance costs associated with such Notes.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Number |
Exhibit | |
| 99.1 | Press Release Announcing Tender Offer and Consent Solicitation, dated May 7, 2012 | |
| 99.2 | Press Release Announcing Debt Offering, dated May 7, 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 7, 2012 | ||||
3
EXHIBIT INDEX
| Number |
Exhibit | |
| 99.1 | Press Release Announcing Tender Offer and Consent Solicitation, dated May 7, 2012 | |
| 99.2 | Press Release Announcing Debt Offering, dated May 7, 2012 |
4