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Published on 6/5/2012 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Louisiana-Pacific purchases $236.3 million 13% notes in tender offer

By Toni Weeks

San Diego, June 5 - Louisiana-Pacific Corp. said it has purchased a total of $236.3 million of the company's $243.75 million of 13% senior secured notes due 2017 by the expiration of the tender offer, midnight ET on June 4

As previously reported, the company accepted for purchase and paid for about $233.8 million, or 95.92%, of the notes by 5 p.m. ET on May 18, the consent deadline. It accepted for purchase another $2.5 million principal amount of notes that were tendered after the consent deadline but before the June 4 deadline.

The company also said it has delivered a notice of redemption for the roughly $7.5 million of notes that remain outstanding. The redemption will occur June 20.

The company previously said that it received the required consents from holders of a majority of the notes to amend the note indenture to eliminate substantially all of the restrictive covenants, certain affirmative covenants and certain events of default. The amendments will permit Louisiana-Pacific to, among other things, incur debt in connection with new financing for the offer. They also will eliminate from the intercreditor agreement a provision that could require the lenders or holders providing the new financing to agree to be bound by the terms of the intercreditor agreement.

The company paid $986.17 per $1,000 principal amount, including a $30.00 consent payment for those who tendered prior to the consent deadline. Holders will receive $956.17 per $1,000 principal amount for the notes tendered after the consent deadline.

The Nashville-based manufacturer of engineered wood building materials will also pay accrued interest.

The company stated in a news release that the total consideration was equal to the redemption price that would be payable if it had exercised its option under the indenture to redeem the notes on May 21 at a price equal to 100% of the accreted value plus a premium.

The tender offer and consent solicitation were subject to the satisfaction or waiver of the receipt of proceeds from a new financing. The company announced that it had completed a $350 million upsized offering of 7½% senior notes due June 1, 2020. Net proceeds from the senior notes offering will be used to repurchase, redeem, or otherwise retire all of the outstanding 2017 notes, to pay related transaction costs and for other general corporate purposes.

Goldman Sachs & Co. was the dealer manager and solicitation agent (212 357-0345 or 800 828-3182). Global Bondholder Services Corp. was the information agent and depositary (212 430-3774 or 866 470-3800).

As previously reported, the company accepted for purchase and paid for about $233.8 million, or 95.92%, of the notes by 5 p.m. ET on May 18, the consent deadline. It accepted for purchase another $2.5 million principal amount of notes that were tendered after the consent deadline but before the June 4 deadline.

The company also said it has delivered a notice of redemption for the roughly $7.5 million of notes that remain outstanding. The redemption will occur June 20.

The company previously said that it received the required consents from holders of a majority of the notes to amend the note indenture to eliminate substantially all of the restrictive covenants, certain affirmative covenants and certain events of default. The amendments will permit Louisiana-Pacific to, among other things, incur debt in connection with new financing for the offer. They also will eliminate from the intercreditor agreement a provision that could require the lenders or holders providing the new financing to agree to be bound by the terms of the intercreditor agreement.

The company paid $986.17 per $1,000 principal amount, including a $30.00 consent payment for those who tendered prior to the consent deadline. Holders will receive $956.17 per $1,000 principal amount for the notes tendered after the consent deadline.

The Nashville-based manufacturer of engineered wood building materials will also pay accrued interest.

The company stated in a news release that the total consideration was equal to the redemption price that would be payable if it had exercised its option under the indenture to redeem the notes on May 21 at a price equal to 100% of the accreted value plus a premium.

The tender offer and consent solicitation were subject to the satisfaction or waiver of the receipt of proceeds from a new financing. The company announced that it had completed a $350 million upsized offering of 7½% senior notes due June 1, 2020. Net proceeds from the senior notes offering will be used to repurchase, redeem, or otherwise retire all of the outstanding 2017 notes, to pay related transaction costs and for other general corporate purposes.

Goldman Sachs & Co. was the dealer manager and solicitation agent (212 357-0345 or 800 828-3182). Global Bondholder Services Corp. was the information agent and depositary (212 430-3774 or 866 470-3800).


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