Item 1.01 Entry into a Material Definitive Agreement
On November 29, 2022, Louisiana-Pacific Corporation (the "Company") entered into
the Second Amended and Restated Credit Agreement (the "Credit Agreement") among
the Company, as borrower, the guarantors from time-to-time party thereto,
American AgCredit, PCA (the "Agent"), as Administrative Agent and Sole Lead
Arranger, the lenders from time-to-time party thereto and CoBank, ACB, as letter
of credit issuer. The Credit Agreement amends and restates the Company's
existing credit facility dated as of June 27, 2019, as amended, in its entirety
to, among other things, (i) reflect the release of the collateral that secures
the indebtedness evidenced by the Credit Agreement as a result of the Company's
obtaining an Investment Grade rating on November 1, 2022 (which collateral may
be reinstated from time-to-time in accordance with the terms of the Credit
Agreement), (ii) extend the maturity date to November 29, 2028, (iii) make
certain changes to effect a transition from the LIBOR interest rate benchmark to
Term SOFR Rate (as defined in the Credit Agreement) and (iv) provide for certain
other modifications (including modifications to certain basket and threshold
levels in the negative covenants) as set forth in the Credit Agreement.
Revolving borrowings under the Credit Agreement accrue interest, at our option,
at either (a) a "base rate" plus a margin of 0.5% to 1.5% or (b) Adjusted Term
SOFR (i.e., Term SOFR Rate plus an adjustment of 0.10%) plus a margin of 1.5% to
2.5%. The Credit Agreement also includes an unused commitment fee, due
quarterly, ranging from 0.2% to 0.425%. The applicable margins and fees within
these ranges are based on the ratio of consolidated EBITDA to cash interest
charges. The "base rate" is the highest of (i) the Federal funds rate plus 0.5%,
(ii) the U.S. prime rate, and (iii) one-month Adjusted Term SOFR plus 1.0%.
The foregoing description of the Credit Agreement is qualified in its entirety
by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.1
hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
Second Amended and Restated Credit Agreement, dated November 29, 2022, among
10.1 the Company, as borrower, American AgCredit PCA, as administrative agent,
CoBank, ACB, as letter of credit issuer and lenders and voting participants
party thereto
104 Cover Page Interactive Data File (embedded within Inline XBRL document and
contained in Exhibit 101)
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