LOUISIANA-PACIFIC CORPORATION (NYSE:LPX) Files An 8-K Results of Operations and Financial Condition

LOUISIANA-PACIFIC CORPORATION (NYSE:LPX) Files An 8-K Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial Condition

Story continues below

On February13, 2019, Louisiana – Pacific Corporation (LP) issued a press release announcing financial results for the quarter and year ended December31, 2018, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 7, 2019, the Board of Directors (the “Board”) of LP increased the size of the Board to eight and appointed Stephen E. Macadam to the Board, effective immediately. Mr. Macadam’s term will expire at LP’s Annual Meeting of Stockholders in 2020. The Board has determined that Mr. Macadam has no material relationship with LP and is independent under the New York Stock Exchange’s director independence standards as currently in effect. Mr. Macadam has been appointed as a member of the Finance and Audit Committee and Environmental and Compliance Committee of the Board.

As a non-employee director, Mr. Macadam will receive compensation in the same manner as LP’s other non-employee directors, which compensation LP previously disclosed under the heading “Directors’ Compensation” in its most recent proxy statement filed with the Securities and Exchange Commission on March 23, 2018.

Item 7.01 Regulation FD Disclosure

LP will hold a live web cast on February 13, 2019 relating to LP’s financial results for the fourth quarter of 2018 and full year results. A copy of the slides to be presented at LP’s web cast and discussed in the conference call relating to such financial results is being furnished as Exhibit 99.2 to this Form 8-K.

LP also announced, effective in the first quarter of 2019, the financial results will reflect an reallocation of a significant portion of the general corporate and other expenses to the business segment results. The change is consistent with LP’s recent business realignment efforts. This new structure will allocate costs that directly support the businesses including information technology, financial services, environmental, legal, supply management, human resources and other corporate functions. Additionally, a timber operation (currently classified as other) is being combined into EWP based upon how this operation will be managed started in the first quarter of 2019. This realignment has no impact on the Company’s historical consolidated balance sheet, statement of operations or cash flows. To provide historical information on a basis consistent with its new reporting structure, the Company has recast certain historical segment information in the attached Exhibit 99.3 for the years ended December 31, 2018, 2017 and 2016, as well as the quarterly periods in the years ended December 31, 2018 and 2017. This summary segment financial information is unaudited and subject to adjustment in future public filings by LP.

Item 8.01 Other Information

Share repurchases

LP’s Board of Directors has authorized an additional stock repurchase plan under which LP may repurchase up to $600 million of its common stock. LP intends to initially enter into a $400 million accelerated share repurchase program.

Upon completion of the accelerated share repurchase program, LP may execute the remaining portion of its repurchase program from time to time on the open market, through privately negotiated transactions or otherwise. Repurchases of such shares may be made under a Rule 10b5-1 plan, which would permit repurchases when LP might otherwise be precluded from doing so under insider trading laws. The timing and amount of repurchase transactions is subject to LP’s discretion and will depend on a variety of factors, including market and business conditions and other considerations.

Cooperation Agreement with D. E. Shaw Group

LPhas entered into a cooperation agreement with certain funds affiliated with the D. E. Shaw group (the “D. E. Shaw Parties”) that gives the D. E. Shaw Parties the option to appoint Kirk S. Hachigian to the Board, subject to customary eligibility requirements. The agreement terminates on the 45thday prior to the end of the shareholder director nomination period forLP’s 2020 annual meeting of shareholders underLP’s bylaws. Mr.Hachigianis Executive Chairman of JELD-WEN, a global door and window manufacturer, and previously served as the Chairman, President and CEO of Cooper Industries, an electrical products manufacturer, from 2005 through 2012.

In this regard, if the D. E. Shaw Parties exercise their option and Kirk S. Hachigian is appointed to the Board, the D. E. Shaw Parties have agreed to customary limitations on acquisitions ofLP’s common stock and other covenants.

A copy of the parties’ agreement is attached as Exhibit 99.4

Item 9.01 Financial Statements, Pro Forma Financial Statements and Exhibits.

LOUISIANA-PACIFIC CORP Exhibit
EX-99.1 2 exhibit991pressrelease1231.htm EXHIBIT 99.1 – PRESS RELEASE Exhibit LP Reports Fourth Quarter and Year End 2018 Results; Announces Strategic Update and Additional $600 Million Share Repurchase Plan; Appointment of Director and Provides 2019 GuidanceFourth Quarter and Full Year Results•Net sales for the fourth quarter of $589 million,…
To view the full exhibit click here

About LOUISIANA-PACIFIC CORPORATION (NYSE:LPX)

Louisiana-Pacific Corporation is a manufacturer of building products. The Company’s products are used in home construction, repair and remodeling, and outdoor structures. The Company operates in four segments: North America Oriented Strand Board (OSB), Siding, Engineered Wood Products (EWP) and South America. The OSB segment includes OSB products produced in North America. The siding segment includes Smart Side siding products, CanExel siding products and other related products. The engineered wood products segment includes laminated veneer lumber and laminated strand lumber, I-joists, plywood and other related products. The South America segment includes products produced and or sold in South America. Its other products category includes its remaining timber and timberlands, and other minor products, services and closed operations. It also markets and sells its products in light industrial and commercial construction.

An ad to help with our costs