Exhibit 1.2
PRICING AGREEMENT
Goldman, Sachs & Co.,
As Representative of the several
Underwriters named in Schedule I hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
AUGUST 15, 2000
Ladies and Gentlemen:
Louisiana-Pacific Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated August 15, 2000 (the "Underwriting Agreement"),
between the Company on the one hand and Goldman, Sachs & Co., Banc of America
Securities LLC, UBS Warburg LLC and Wachovia Securities, Inc. on the other hand,
to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company and each of the Representatives plus one for
each counsel counterparts hereof, and upon acceptance hereof by you, on behalf
of each of the Underwriters, this letter and such acceptance hereof, including
the provisions of the Underwriting Agreement incorporated herein by reference,
shall constitute a binding agreement between each of the Underwriters and the
Company. It is understood that your acceptance of this letter on behalf of each
of the Underwriters is or will be pursuant to the authority set forth in a form
of Agreement among Underwriters, the form of which shall be submitted to the
Company for examination upon request, but without warranty on the part of the
Representatives as to the authority of other Underwriters party thereto.
Very truly yours,
LOUISIANA-PACIFIC CORPORATION
By: /s/ Gary C. Wilkerson
--------------------------------------
Name: Gary C. Wilkerson
Title: Vice-President
Accepted as of the date hereof:
GOLDMAN, SACHS & CO.
By: /s/ Goldman, Sachs & Co.
--------------------------------------
Name:
Title:
Goldman, Sachs & Co.
On behalf of each of the Underwriters
SCHEDULE I
PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF
8.875% SENIOR NOTES 8.500% SENIOR NOTES
UNDERWRITER DUE 2010 TO BE DUE 2005 TO BE
- ----------- PURCHASED PURCHASED
--------- ---------
GOLDMAN, SACHS & CO. $130,000,000 $123,500,000
BANC OFAMERICA SECURITIES LLC $ 40,000,000 $ 38,000,000
UBS WARBURG LLC $ 20,000,000 $ 19,000,000
WACHOVIA SECURITIES, INC. $ 10,000,000 $ 9,500,000
TOTAL $200,000,000 $190,000,000
------------ ------------
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
8.875% Senior Notes due August 15, 2010
8.500% Senior Notes due August 15, 2005
AGGREGATE PRINCIPAL AMOUNT:
Senior Notes due 2010: $200,000,000
Senior Notes due 2005: $190,000,000
PRICE TO PUBLIC:
Senior Notes due 2010: 99.526% of the principal amount
Senior Notes due 2005: 99.618% of the principal amount
PURCHASE PRICE BY UNDERWRITERS:
Senior Notes due 2010: 98.876% of the principal amount
Senior Notes due 2005: 99.018% of the principal amount
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian, to be made available for checking by the Representatives at
least twenty-four hours prior to the Time of Delivery at the office of
DTC.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
TIME OF DELIVERY:
10 a.m. (New York City time), August 18, 2000
INDENTURE:
Indenture dated April 2, 1999, between the Company and Bank One Trust
Company, N.A., as Trustee
MATURITY:
Senior Notes due 2010: August 15, 2010
Senior Notes due 2005: August 15, 2005
INTEREST RATE:
Senior Notes due 2010: 8.875%
Senior Notes due 2005: 8.500%
INTEREST PAYMENT DATES:
February 15 and August 15, commencing February 15, 2001
REDEMPTION PROVISIONS:
The securities will be redeemable, in whole or in part, at the option
of the Company at any time at a redemption price equal to the greater of (1)
100% of the principal amount of the securities to be redeemed and (2) as
determined by a Quotation Agent, the sum of the present values of the
remaining scheduled payments of principal and interest thereon (not including
any portion of such payments of interest accrued as of the date of
redemption) discounted to the redemption date on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury
Rate plus 20 basis points in the case of the 8.500% senior notes, and at the
Adjusted Treasury Rate plus 25 basis points in the case of the 8.875% senior
notes, together in either case with accrued interest on the principal amount
being redeemed to the date of redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the remaining
term of the 8.500% senior notes or the 8.875% senior notes, as applicable, that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of 8.500% senior notes or the 8.875%
senior notes, as applicable.
"Comparable Treasury Price" means, with respect to any redemption date,
(1) the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (2) if the trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
trustee after consultation with the Company.
"Reference Treasury Dealer" means (1) Goldman, Sachs & Co. and its
successors; provided, however, that if the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company is required to substitute therefor another Primary
Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the
trustee after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.
CHANGE OF CONTROL:
Following a Change of Control, the Company will be obligated to offer
to repurchase all or any part (equal to $1,000 or an integral multiple
thereof) of each holder's securities pursuant to the offer described below
(the "Change of Control Offer") at a price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest to the date
of purchase (the "Change of Control Payment").
"Change of Control" means the occurrence of any of the following: any
"person" or "group" (as such terms are used in Section 13(d) of the Exchange
Act) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5
under the Exchange Act) of more than 50% of the total voting stock of the
Company; the Company consolidates with, or merges with or into, another
Person or another Person consolidates with, or merges with or into, the
Company, in either case pursuant to a transaction in which the outstanding
voting stock of the Company is converted into or exchanged for cash,
securities, or other property, other than any such transaction where (1)
immediately after such transaction no "person" or "group" (as such terms are
used in Section 13(d) of the Exchange Act) is the "beneficial owner" (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act), of more than 50% of
the total voting stock (or comparable equity securities) of the Person
created by or surviving such transaction and (2) the holders of a majority of
the total voting stock of the Company immediately prior to such transaction
hold, immediately following such transaction, a majority of the total voting
stock (or comparable equity securities) of the Person created by or surviving
such transaction; the sale, assignment, conveyance, transfer, lease or other
disposition of all or substantially all of the assets of the Company and its
Restricted Subsidiaries as a whole to any "person" or "group" (as such terms
are used in Section 13(d) of the Exchange Act); during any consecutive
two-year period, individuals who at the beginning of the period constituted
the Board of Directors of the Company (together with any new directors whose
election by the Board of Directors of the Company or whose nomination for
election by the stockholders of the Company was approved by a vote of a
majority of the directors then still in office who were either directors at
the beginning of the period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors of the Company then in office; or the dissolution or
liquidation of the Company.
DEFEASANCE:
Except as described below, upon compliance with the applicable
requirements described below, the Company: (1) will be deemed to have been
discharged from its obligations with respect to a tranche of the securities;
or (2) will be released from its obligations to comply with the covenants
described above with respect to the securities of that tranche, and the
occurrence of the following events of default: (a) failure to redeem, or to
pay the repurchase price for, any security of such tranche when required; (b)
failure to perform any other covenant of the Company in the indenture or the
applicable supplemental indenture (other than a covenant included therein
solely for the benefit of a series of debt securities other than the
securities of such tranche), which failure continues for 60 calendar days
after written notice as provided in the indenture or the applicable
supplemental indenture; (c) any nonpayment at maturity or other default
(beyond any applicable grace period) under any agreement or instrument relating
to any
other Indebtedness of the Company or any Restricted Subsidiary (the unpaid
principal amount of which is not less than $50.0 million), which default results
in the acceleration of the maturity of such Indebtedness prior to its stated
maturity or occurs at the final maturity thereof; and (d) the entry of any final
judgments or orders against the Company or any of its Restricted Subsidiaries in
excess of $50.0 million individually or in the aggregate (not covered by
insurance) that is not paid, discharged or otherwise stayed (by appeal or
otherwise) within 60 calendar days after the entry of such judgments or orders.
SINKING FUND PROVISIONS:
No sinking fund provisions.
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
New York, New York
ADDITIONAL CLOSING CONDITIONS:
No additional closing conditions.
DESIGNATED REPRESENTATIVE:
Goldman Sachs & Co.
85 Broad Street
New York, New York 10004
Susan Healy