Exhibit 4.7
WARRANT
REGISTRATION
RIGHTS AGREEMENT
by and among
LOUISIANA-PACIFIC
CORPORATION
and
Banc of America Securities
LLC
Goldman, Sachs &
Co.
RBC Capital Markets
Corporation
Dated as of March 10,
2009
WARRANT REGISTRATION RIGHTS
AGREEMENT
This Warrant Registration Rights
Agreement (this “Agreement”) is made and entered into
as of March 10, 2009, by and among Louisiana-Pacific
Corporation, a Delaware corporation (the “Company”),
and Banc of America Securities LLC, Goldman, Sachs & Co.
and RBC Capital Markets Corporation (collectively, the
“Initial Purchasers”), each of whom has agreed to
purchase the Company’s units (the “Units”), each
consisting of (a)$1,000 principal amount at maturity of the
Company’s 13% Senior Secured Notes due 2017 (the
“Notes”) fully and unconditionally guaranteed by the
guarantors thereto (the “Notes Guarantors”) and
(b) one warrant (each, a “Warrant” and,
collectively, the “Warrants”), entitling the holder
thereof to purchase 49.0559 Common Shares (as defined below), of
the Company, pursuant to the Purchase Agreement (as defined below).
The Warrants and the Common Shares are herein collectively referred
to as the “Securities.”
This Agreement is made pursuant to
the purchase agreement, dated March 3, 2009 (the
“Purchase Agreement”), among the Company, the Notes
Guarantors and the Initial Purchasers (i) for the benefit of
the Initial Purchasers and (ii) for the benefit of the Holders
from time to time of the Transfer Restricted Securities (as defined
herein), including the Initial Purchasers. In order to induce the
Initial Purchasers to purchase the Units, including the Securities,
the Company has agreed to provide the warrant registration rights
set forth in this Agreement. The execution and delivery of this
Agreement is a condition to the obligations of the Initial
Purchasers set forth in Section 5(i) of the Purchase
Agreement.
The parties hereby agree as
follows:
SECTION 1. Definitions .
As used in this Agreement, the following capitalized terms shall
have the following meanings:
Broker-Dealer:
Any broker or dealer registered
under the Exchange Act.
Business Day:
Any day other than a Saturday,
Sunday or U.S. federal holiday or a day on which banking
institutions or trust companies located in New York, New York are
authorized or obligated to be closed.
Closing Date:
The date of this
Agreement.
Commission:
The Securities and Exchange
Commission.
Common Shares:
the shares of common stock of the
Company, par value $1 per share, for which Warrants are exercisable
or which have been issued pursuant to any exercise of a
Warrant.
Company: As defined in the preamble hereto.
Exchange Act:
The Securities Exchange Act of 1934,
as amended.
FINRA: The Financial Industry Regulatory Authority,
Inc.
Freely Tradable
: means, with respect to a Security,
a Security that at any time of determination (i) may be resold
to the public in accordance with Rule 144 under the Securities Act
(“Rule 144”) by a person that is not an
“affiliate” (as defined in Rule 144 under the
Securities Act) of the Company (and whether or not the Company has
failed to file any required report under the Exchange Act),
(ii) does not bear any restrictive legends relating to the
Securities Act and (iii) does not bear a restricted CUSIP
number.
Guarantees:
As defined in the preamble
hereto.
Holders: As defined in Section 2(b)
hereof.
Indemnified Holder:
As defined in Section 8(a)
hereof.
Initial Purchasers:
As defined in the preamble
hereto.
Initial Placement:
The issuance and sale by the Company
of the Transfer Restricted Securities to the Initial Purchasers
pursuant to the Purchase Agreement.
Issuer Free Writing
Prospectus: As defined in
Section 4(c) hereof.
Liquidated Damages
: As defined in Section 5
hereof.
Notes: As defined in the preamble hereto.
Notes Guarantors:
As defined in the preamble
hereto.
Person: An individual, partnership, limited partnership,
limited liability company, corporation, trust or unincorporated
organization, or a government or agency or political subdivision
thereof.
Prospectus:
The prospectus included in a
Registration Statement, as amended or supplemented by any
prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated
by reference into such Prospectus.
Registration Date:
The date that is 372 calendar days
after the Closing Date .
Registration Default:
As defined in Section 5
hereof.
Registration
Statement: Any
registration statement of the Company relating to the registration
for resale of Transfer Restricted Securities pursuant to a Shelf
Registration Statement, which is filed pursuant to the provisions
of this Agreement, in each case, including the Prospectus included
therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material
incorporated by reference therein.
Securities:
As defined in the preamble
hereto.
Securities Act:
The Securities Act of 1933, as
amended.
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Shelf Filing Deadline:
As defined in Section 4(a)
hereof.
Shelf Registration
Statement: As defined in
Section 4(a) hereof.
Transfer Agent
: The Company or, if appointed, the
transfer agent for the Common Stock.
Transfer Restricted
Securities: All
Securities that are not Freely Tradable.
Underwritten Registration or
Underwritten Offering: A
registration in which securities of the Company are sold to an
underwriter for reoffering to the public.
Warrant: As defined in the preamble hereto.
Warrant Agent
: Computershares Trust Company,
N.A., or any successor warrant agent under the Warrant Agreement
dated as of March 10, 2009 between the Company and
Computershares Trust Company, N.A.
SECTION 2. Securities
Subject to this Agreement .
(a) Transfer Restricted
Securities. The securities entitled to the benefits of this
Agreement are the Transfer Restricted Securities, for so long as
they remain such.
(b) Holders of Transfer
Restricted Securities. A Person is deemed to be a holder of
Transfer Restricted Securities (each, a “Holder”)
whenever such Person owns Transfer Restricted Securities of
record.
SECTION 3. [Intentionally
omitted].
SECTION 4. Shelf
Registration .
(a) Shelf Registration. If
the Securities are not all Freely Tradable on or before the
Registration Date, the Company shall
(x) cause to be filed a shelf
registration statement pursuant to Rule 415 under the Securities
Act (the “Shelf Registration Statement”) on or prior to
the 372nd day after the Closing Date (or if such 372nd day is not a
Business Day, the next succeeding Business Day) (such date being
the “Shelf Filing Deadline”), which Shelf Registration
Statement shall provide for resales of all Transfer Restricted
Securities the Holders of which shall have provided the information
required pursuant to Section 4(b) hereof; and
(y) use commercially reasonable
efforts to cause such Shelf Registration Statement to be declared
effective by the Commission.
The Company shall use commercially
reasonable efforts to keep such Shelf Registration Statement
continuously effective, supplemented and amended as required by the
provisions of Sections 6(b) and (c) hereof to the extent
necessary to ensure that it is available for resales of Transfer
Restricted Securities by the Holders of such Securities entitled to
the benefit of this Section 4(a), and to ensure that it
conforms with the requirements of this Agreement, the
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Securities Act and the policies, rules and
regulations of the Commission as announced from time to time, from
the date on which the Shelf Registration Statement is declared
effective by the Commission until the earlier of the first
anniversary of the effective date of the Shelf Registration
Statement and the date all Transfer Restricted Securities covered
by the Shelf Registration Statement have either been sold as
contemplated in the Shelf Registration Statement or become Freely
Tradable. Notwithstanding anything to the contrary, the
requirements to file a Shelf Registration Statement and to have
such Shelf Registration Statement become effective and remain
effective shall terminate at such time at which all of the
Securities are Freely Tradable.
(b) Provision by Holders of
Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf
Registration Statement pursuant to this Agreement unless and until
such Holder furnishes to the Company in writing, within 10 Business
Days after receipt of a request therefor, such information as the
Company may reasonably request for use in connection with any Shelf
Registration Statement or Prospectus or preliminary Prospectus
included therein. Each Holder as to which any Shelf Registration
Statement is being effected agrees to furnish promptly to the
Company all information required to be disclosed in order to make
the information previously furnished to the Company by such Holder
not materially misleading.
(c) Issuer Free Writing
Prospectuses. Each Holder represents and agrees that, unless it
obtains the prior consent of the Company, it will not make any
offer relating to the Securities that would constitute an
“issuer free writing prospectus,” as defined in Rule
433 under the Securities Act (an “Issuer Free Writing
Prospectus”), or that would otherwise constitute a
“free writing prospectus,” as defined in Rule 405 under
the Securities Act, required to be filed with the Commission. The
Company represents that any Issuer Free Writing Prospectus, when
taken together with the information in the Shelf Registration
Statement and the Prospectus, will not include any untrue statement
of a material fact or omit to state any material fact necessary in
order to make the statements therein, in light of the circumstances
under which they were made, not misleading.
(d) If any of the Transfer
Restricted Securities covered by any Shelf Registration Statement
are to be sold in an underwritten offering, the underwriter or
underwriters and manager or managers that will manage such offering
shall be selected by the Holders of a majority in aggregate
principal amount of such Transfer Restricted Securities included in
such offering and, in the case of an underwriter other than an
Initial Purchaser, shall be reasonably acceptable to the Company.
The Company shall be required to effect an underwritten offering
only if the Company is required to file a Shelf Registration
Statement and in no event shall the Company be required to effect
more than five (5) underwritten offerings pursuant to this
Agreement.
SECTION 5. Additional
Amounts. In the event that any of the Securities are not Freely
Tradable Securities on or before the Registration Date and
(i) any Shelf Registration Statement, if required hereby, has
not been declared effective on or before the Shelf Filing Deadline
or (ii) any Registration Statement required by this Agreement
has been declared effective but ceases to be effective for more
than 30 consecutive days at any time at which it is
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required to be effective under this Agreement
(for as long as such Registration Statement has not been succeeded
by a post-effective amendment to such Registration Statement that
cures such failure and that is declared effective) (each such event
referred to in clauses (i) and (ii), a “Registration
Default”), the Company hereby agrees that liquidated damages
shall accrue on the Transfer Restricted Securities at a rate of
$0.01 per month per Warrant (or per 49.0559 Common Shares, as
applicable) ( “ Liquidated Damages ”) for each
month or portion thereof during which such Registration Default
continues. To the extent permitted by applicable law, the amount of
the Liquidated Damages will increase by an additional $0.01 per
month per Warrant (or per 49.0559 Common Shares, as applicable)
with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of
Liquidated Damages of $0.02 per month per Warrant (or per 49.0559
Common Shares, as applicable).
SECTION 6. Registration
Procedures .
(a) [Intentionally
omitted].
(b) Shelf Registration
Statement. If required pursuant to Section 4, in
connection with the Shelf Registration Statement, the Company shall
comply with all the provisions of Section 6(c) hereof and
shall use commercially reasonable efforts to effect such
registration to permit the sale of the Transfer Restricted
Securities being sold in accordance with the intended method or
methods of distribution thereof, and pursuant thereto the Company
will prepare and file with the Commission a Registration Statement
relating to the registration on any appropriate form under the
Securities Act, which form shall be available for the sale of the
Transfer Restricted Securities in accordance with the intended
method or methods of distribution thereof in accordance with the
time periods set forth in Section 4.
(c) General Provisions. In
connection with any Registration Statement and any Prospectus
required by this Agreement to permit the sale or resale of Transfer
Restricted Securities (including, without limitation, any
Registration Statement and the related Prospectus required to
permit resales of Transfer Restricted Securities by
Broker-Dealers), the Company shall:
(i) use commercially reasonable
efforts to keep such Registration Statement continuously effective
and provide all requisite financial statements; upon the occurrence
of any event that would cause any such Registration Statement or
the Prospectus contained therein (A) to contain a material
misstatement or omission or (B) not to be effective and usable
for resale of Transfer Restricted Securities during the period
required by this Agreement, the Company shall file promptly an
appropriate amendment to such Registration Statement, in the case
of clause (A), correcting any such misstatement or omission, and,
in the case of either clause (A) or (B), use commercially
reasonable efforts to cause such amendment to be declared effective
and such Registration Statement and the related Prospectus to
become usable for their intended purpose(s) as soon as practicable
thereafter;
(ii) prepare and file with the
Commission such amendments and post-effective amendments to the
applicable Registration Statement as may be necessary to keep the
Registration Statement effective for the applicable period set
forth in Section 3 or 4
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hereof, as applicable, or such
shorter period as will terminate when all Transfer Restricted
Securities covered by such Registration Statement have been sold or
are Freely Tradable; cause the Prospectus to be supplemented by any
required Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Securities Act, and to comply fully
with the applicable provisions of Rules 424 and 430A under the
Securities Act in a timely manner; and comply with the provisions
of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during the
applicable period in accordance with the intended method or methods
of distribution by the sellers thereof set forth in such
Registration Statement or supplement to the Prospectus;
(iii) in the case of a Shelf
Registration Statement, advise the underwriter(s), if any, and
selling Holders promptly and, if requested by such Persons, to
confirm such advice in writing, (A) when the Prospectus or any
Prospectus supplement or post-effective amendment has been filed,
and, with respect to any Registration Statement or any
post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments
to the Registration Statement or amendments or supplements to the
Prospectus or for additional information relating thereto,
(C) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement under
the Securities Act or of the suspension by any state securities
commission of the qualification of the Transfer Restricted
Securities for offering or sale in any jurisdiction, or the
initiation of any proceeding for any of the preceding purposes,
(D) of the existence of any fact or the happening of any event
that makes any statement of a material fact made in the
Registration Statement, the Prospectus, any amendment or supplement
thereto, or any document incorporated by reference therein untrue,
or that requires the making of any additions to or changes in the
Registration Statement or the Prospectus in order to make the
statements therein not misleading. If at any time the Commission
shall issue any stop order suspending the effectiveness of the
Registration Statement, or any state securities commission or other
regulatory authority shall issue an order suspending the
qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or blue sky laws, the
Company shall use commercially reasonable efforts to obtain the
withdrawal or lifting of such order at the earliest possible
time;
(iv) furnish without charge to each
of the Initial Purchasers, each selling Holder named in any
Registration Statement, and each of the underwriter(s), if any, at
least three Business Days before filing with the Commission, copies
of any Registration Statement or any Prospectus included therein or
any amendments or supplements to any such Registration Statement or
Prospectus (including all documents incorporated by reference after
the initial filing of such Registration Statement), which documents
will be subject to the review and comment of such Holders and
underwriter(s) in connection with such sale, if any, for a period
of at least three Business Days, and the Company will not file any
such Registration Statement or Prospectus or any amendment or
supplement to any such Registration Statement or Prospectus
(including all such documents incorporated by reference) to which
an Initial Purchaser of Transfer Restricted Securities covered by
such Registration Statement or the underwriter(s), if any, shall
reasonably
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object in writing within three
Business Days after the receipt thereof (such objection to be
deemed timely made upon confirmation of telecopy transmission
within such period). The objection of an Initial Purchaser or
underwriter, if any, shall be deemed to be reasonable if such
Registration Statement, amendment, Prospectus or supplement, as
applicable, as proposed to be filed, contains a material
misstatement or omission;
(v) in the case of a Shelf
Registration Statement, make available at reasonable times for
inspection by the Initial Purchasers, the managing underwriter(s),
if any, participating in any disposition pursuant to such
Registration Statement and any attorney or accountant retained by
such Initial Purchasers or any of the underwriter(s), all financial
and other records, pertinent corporate documents and properties of
the Company and cause the Company’s officers, directors and
employees to supply all information reasonably requested by any
Initial Purchaser, underwriter, attorney or accountant in
connection with such Registration Statement or any post-effective
amendment thereto subsequent to the filing thereof and prior to its
effectiveness and to participate in meetings with investors to the
extent requested by the managing underwriter(s), if any, until such
time as such information becomes publicly available;
(vi) in the case of a Shelf
Registration Statement, if requested by any selling Holders or the
underwriter(s), if any, promptly incorporate in any Registration
Statement or Prospectus, pursuant to a supplement or post-effective
amendment if necessary, such information as such selling Holders
and underwriter(s), if any, may reasonably request to have included
therein, including, without limitation, information relating to the
“Plan of Distribution” of the Transfer Restricted
Securities, information with respect to the principal amount of
Transfer Restricted Securities being sold to such underwriter(s),
the purchase price being paid therefor and any other terms of the
offering of the Transfer Restricted Securities to be sold in such
offering; and make all required filings of such Prospectus
supplement or post-effective amendment as soon as practicable after
the Company is notified of the matters to be incorporated in
such
