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LPX > SEC Filings for LPX > Form 8-K on 11-Mar-2009All Recent SEC Filings

Show all filings for LOUISIANA-PACIFIC CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for LOUISIANA-PACIFIC CORP


11-Mar-2009

Entry into a Material Definitive Agreement, Termination of a Material Defi


Item 1.01. Entry into a Material Definitive Agreement.

Fifth Supplemental Indenture relating to the 2010 Notes

At 5:00 p.m., New York City time, on March 9, 2009, the consent solicitation by Louisiana-Pacific Corporation (the "Company") with respect to proposed amendments to the Indenture, dated as of April 2, 1999 (the "Base Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee ("Bank of New York"), as supplemented by the Second Supplemental Indenture, dated as of August 18, 2000 (the Base Indenture, as so supplemented, is hereinafter referred to as the "2010 Notes Indenture"), between the Company and Bank of New York, as successor trustee, which 2010 Notes Indenture governs the Company's 8.875% Senior Notes Due 2010 (the "2010 Notes"), expired. Holders of 93.51% of the aggregate principal amount of the outstanding 2010 Notes consented to the proposed amendments prior to the expiration time.

To effect the proposed amendments, on March 10, 2009, the Company entered into the Fifth Supplemental Indenture (the "Fifth Supplemental Indenture") with Bank of New York, as trustee. The Fifth Supplemental Indenture deletes certain restrictive covenants from the 2010 Notes Indenture that previously restricted the ability of (1) the Company to incur liens and security interests on its properties and assets and to enter into sale and lease-back transactions;
(2) the Company's unrestricted subsidiaries to become restricted subsidiaries; and (3) 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 were satisfied.

The foregoing description of the Fifth Supplemental Indenture is qualified in its entirety by reference to the Fifth Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Indenture relating to the 2017 Notes

On March 10, 2009, the Company and certain of its subsidiaries entered into the Indenture (the "2017 Notes Indenture"), with Bank of New York, as trustee (the "Trustee"), in connection with the issuance of $375,000,000 principal amount at maturity of 13% senior secured notes due 2017 (the "2017 Notes") as part of the Company's offer and sale of units (the "Units") consisting of the 2017 Notes and warrants to purchase shares of Company common stock (the "Warrants").

The Company will be required to pay interest on the 2017 Notes each March 15 and September 15, beginning September 15, 2009. The 2017 Notes will mature on March 15, 2017. The Company may redeem the 2017 Notes, in whole or in part, on or after March 15, 2013, at the redemption prices described in the Indenture, and prior to March 15, 2013, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date, plus a "make-whole" premium. The Company will be required to redeem a portion of each 2017 Note on September 14, 2014, to the extent necessary to prevent any of the 2017 Notes from being treated as "applicable high yield discount obligations" within the meaning of Section 163(i)(1) of the Internal Revenue Code. In addition, the Company may be required to make an offer to purchase the 2017 Notes in certain circumstances described in the 2017 Notes Indenture, including in connection with a change in control.


The obligations under the 2017 Notes are secured by a first priority (subject to permitted liens described in the 2017 Notes Indenture) mortgage or deed of trust lien on certain real property owned by the Company as more fully described in the 2017 Notes Indenture, certain material after-acquired real property of the Company and its "Restricted Subsidiaries" (as defined in the 2017 Notes Indenture), and a security interest in substantially all of the personal property of the Company and its Restricted Subsidiaries other than receivables, inventory and certain deposit accounts, securities accounts, letters of credit, letter of credit obligations, commercial tort claims, investment property, documents and general intangibles, in which the 2017 Notes will be secured by a second priority security interest (subject to permitted liens described in the 2017 Notes Indenture).

The 2017 Notes Indenture contains covenants, which include limitations on restricted payments, limitations on dividend and other payment restrictions . . .



Item 1.02 Termination of a Material Definitive Agreement

On March 10, 2009, in connection with the entering into the Loan and Security Agreement, the Company terminated the Credit Agreement, dated as of September 1, 2004, among the Company, as borrower, Wachovia Bank National Association, Bank of America, N.A., and the other financial institutions parties thereto (the "Existing Credit Agreement"). The Existing Credit Agreement provided for an unsecured $150 million committed revolving credit facility and was set to expire in September 2009. Based upon recent financial performance, the Existing Credit Agreement required the Company to cash collateralize the borrowings and letters of credit outstanding under the facility. The Company used approximately $10 million of the proceeds from the offering of Units discussed above to cash collateralize certain letters of credit issued under the Existing Credit Agreement and pay certain accrued fees and expenses in connection with the termination of the Existing Credit Agreement.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under the captions "Indenture Relating to the 2017 Notes" and "Loan and Security Agreement and Canadian Security Agreement" in Item 1.01 above is incorporated by reference into this Item 2.03.




Item 3.03 Material Modification to Rights of Security Holders

The information set forth under the captions "Fifth Supplemental Indenture relating to the 2010 Notes" and "Loan and Security Agreement and Canadian Security Agreement" in Item 1.01 above is incorporated by reference into this Item 3.03.

Pursuant to the terms of the 2017 Notes Indenture, prior to December 31, 2010, the Company will generally be prohibited from paying cash dividends on shares of its common stock. After December 31, 2010, and prior to the termination of the 2017 Notes Indenture, the Company will generally be prohibited from paying cash dividends on its common stock in excess of $5 million per year plus any amounts available under the covenant contained in the 2017 Notes Indenture limiting restricted payments, which amount is calculated based on 50% of the Company's consolidated net income.

Pursuant to the terms of the Loan and Security Agreement, the Company will generally be prohibited from paying cash dividends on shares of its common stock unless (i) the difference between (a) the lesser of (1) the commitments and
(2) the borrowing base minus (b) the obligations outstanding under the Loan and Security Agreement plus the Borrowers' past due trade payables ("Total Excess Availability") is equal to or greater than $50 million, and (ii) Total Excess Availability plus all cash and cash equivalents of the Company and the other Borrowers held in United States or Canada is greater than $125 million.



Item 8.01. Other Events.

On March 10, 2009, the Company filed a press release announcing the completion of the refinancing transactions described above, including (1) the elimination of certain restrictive covenants from the 2010 Notes Indenture, (2) the issuance and sale of the Units, and (3) the entry into the credit facilities.

The Company's press release relating to the matters discussed in the preceding paragraph 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
 4.1          Fifth Supplemental Indenture, dated as of March 10, 2009, between
              Louisiana-Pacific Corporation and The Bank of New York Mellon Trust
              Company, N.A.

 4.2          Indenture, dated as of March 10, 2009, between Louisiana-Pacific
              Corporation, and its subsidiaries, GreenStone Industries, Inc.,
              Ketchikan Pulp Company, Louisiana-Pacific International, Inc., and LPS
              Corporation and The Bank of New York Mellon Trust Company, N.A.

 4.3          Security Agreement, dated as of March 10, 2009, among Louisiana-Pacific
              Corporation, and its subsidiaries, GreenStone Industries, Inc.,
              Ketchikan Pulp Company, Louisiana-Pacific International, Inc., and LPS
              Corporation and The Bank of New York Mellon Trust Company, N.A.

 4.4          Warrant Agreement, dated as of March 10, 2009, between Louisiana-Pacific
              Corporation and Computershare Trust Company, N.A., as warrant agent.

 4.5          Unit Agreement, dated as of March 10, 2009, between Louisiana-Pacific
              Corporation and Computershare Trust Company, N.A., as unit agent.

 4.6          2017 Notes Registration Rights Agreement, dated as of March 10, 2009, by
              and among Louisiana-Pacific Corporation and Banc of America Securities
              LLC, Goldman, Sachs & Co. and RBC Capital Markets Corporation.



4.7 Warrant Registration Rights Agreement, dated as of March 10, 2009, by and among Louisiana-Pacific Corporation and Banc of America Securities LLC, Goldman, Sachs & Co. and RBC Capital Markets Corporation.

10.1 Loan and Security Agreement, dated March 10, 2009, among Louisiana-Pacific Corporation, and its subsidiaries, GreenStone Industries, Inc., Ketchikan Pulp Company, Louisiana-Pacific International, Inc., LPS Corporation, 3047525 Nova Scotia Company, 3047526 Nova Scotia Company, Louisiana-Pacific Limited Partnership, Louisiana-Pacific Canada Ltd., Louisiana-Pacific (OSB) Ltd., Louisiana-Pacific Canada Pulp Co. and Louisiana-Pacific Canada Sales ULC and Bank of America, N.A.

10.2 Canadian Security Agreement, dated March 10, 2009, among Louisiana-Pacific Corporation, 3047525 Nova Scotia Company, 3047526 Nova Scotia Company, Louisiana-Pacific Limited Partnership, Louisiana-Pacific Canada Ltd., Louisiana-Pacific (OSB) Ltd., Louisiana-Pacific Canada Pulp Co. and Louisiana-Pacific Canada Sales ULC and Bank of America, N.A.

10.3 Intercreditor Agreement, dated March 10, 2009, among Louisiana-Pacific Corporation, GreenStone Industries, Inc., Ketchikan Pulp Company, Louisiana-Pacific International, Inc. LPS Corporation and Bank of America, N.A. and The Bank of New York Mellon Trust Company, N.A

99.1 Press Release, dated March 10, 2009.


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