Louisiana-Pacific 10 7/8% note tender expires; fails to reach target

New York, Dec. 16 - Louisiana-Pacific Corp. (B2/BB-) said that its previously announced tender offer and related consent solicitation for its 10 7/8% senior subordinated notes due 2008 expired as scheduled at 9 a.m. ET on Dec. 16 without extension, but without the company having received the requisite number of notes tendered. As a result, Louisiana-Pacific will not purchase any notes previously tendered and the proposed amendments to the notes' indenture will not take effect. The company has instructed the depositary for the offer to promptly return all notes previously tendered to the tendering holders.

As previously announced, Louisiana-Pacific, a Portland, Ore.-based building materials supplier, said on Nov. 17 that it had begun a tender offer and consent solicitation for any and all of its $200 million of outstanding 10 7/8% notes.

The company initially set 2 p.m. ET on Dec. 2 as the consent deadline (this was subsequently extended) and 9 a.m. ET on Dec. 16 as the expiration, subject to possible extension.

Louisiana-Pacific initially said that it would offer holders a tender price of $1,170 per $1,000 principal amount of notes tendered, plus a consent payment of $10 per $1,000 principal amount for those holders tendering by the consent deadline and thus consenting to the proposed indenture amendments, which would suspend substantially all of the restrictive covenants contained in the notes' indenture, subject to Louisiana-Pacific's maintenance of specified corporate credit ratings, and which would relax certain other restrictive covenants of the indenture.

The company said that holders choosing to deliver their consents by the consent deadline without tendering the notes would be eligible to receive the consent payment.

On Dec. 3, Louisiana-Pacific announced amended terms for its offer, eliminating the consent payment and extending the solicitation period to coincide with the offer expiration deadline.

It said holders who had already tendered their notes or who would subsequently tender them would receive just the tender offer consideration of $1,170 per $1,000 principal amount plus accrued and unpaid interest.

The company further said that it had waived or modified the conditions to the offer, so that the only remaining conditions to the offer would be that the holders of at least a majority of the outstanding principal amount of the notes will have validly tendered them by the expiration and that there be no court order, government decree or other legal action that might prohibit or prevent completion of the tender offer.

Additionally, Louisiana-Pacific said that the withdrawal rights associated with the tender offer and consent solicitation were modified so that any notes tendered could be withdrawn at any time prior to 9 a.m. ET on Dec. 10, with no withdrawals of tenders permitted after that.

The dealer-manager for the tender offer was UBS Securities LLC (call the Liability Management Group at 203 719-4210 or 888 722-9555, extension 4210). The information agent was D.F. King & Co., Inc. (call 888 628-9011).

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