-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HYvUbXo4Tgl1MXQ/F0FQ7ZzraQgJx23CzdVr4qKNXNDK+daVYl5fy7L5O3ZBy86I rEL6DBygXcSuXMegn9HFJg== 0000731939-09-000002.txt : 20090116 0000731939-09-000002.hdr.sgml : 20090116 20090116172327 ACCESSION NUMBER: 0000731939-09-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090116 ITEM INFORMATION: Other Events FILED AS OF DATE: 20090116 DATE AS OF CHANGE: 20090116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEMPLE INLAND INC CENTRAL INDEX KEY: 0000731939 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 751903917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08634 FILM NUMBER: 09532367 BUSINESS ADDRESS: STREET 1: 1300 MOPAC EXPRESSWAY SOUTH STREET 2: 3RD FLOOR CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5124345800 MAIL ADDRESS: STREET 1: 1300 MOPAC EXPRESSWAY SOUTH STREET 2: 3RD FLOOR CITY: AUSTIN STATE: TX ZIP: 78746 8-K 1 tin8k20090116.htm LC SUBSTITUTION 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

_________________

 

Date of Report: January 16, 2009

(Date of earliest event reported)

 

TEMPLE-INLAND INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

001-08634

75-1903917

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

 

1300 MoPac Expressway South, 3rd Floor

Austin, Texas 78746

(Address of Principal Executive Offices, including Zip code)

 

(512) 434-5800

(Registrant's telephone number, including area code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

 

Item 8.01

Other Events

 

We sold our strategic timberland on October 31, 2007 for $2.38 billion. The total consideration consisted almost entirely of notes due in 2027 (the “Purchase Notes”) issued by the purchaser of the timberland (the “Purchaser”). The Purchase Notes are secured by irrevocable standby letters of credit (the “Letters of Credit”) issued by four banks, which are required to maintain designated credit ratings. The Letters of Credit are secured by the Purchaser’s long-term deposits with the banks consisting of cash or cash equivalents.

 

On December 3, 2007, two wholly-owned, bankruptcy-remote subsidiaries formed by us (the “Borrowers”) obtained long-term financing in the aggregate amount of $2.14 billion from a group of lenders affiliated with Citibank, N.A., and led by Citicorp North America, Inc., as agent, under substantially similar loan agreements (the “Loan Agreements”). The loans are secured only by the Purchase Notes and the Letters of Credit and are nonrecourse to us. The Loan Agreements provide that if a credit rating of any of the banks issuing Letters of Credit is downgraded below the designated level, the Letters of Credit issued by that bank must be replaced within 30 days with Letters of Credit from another qualifying financial institution.

 

On December 19, 2008, Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., lowered its credit rating of one of the letter of credit banks, Dexia Crédit Local, below the designated level.

 

On January 16, 2009, SunTrust Bank, at the request of Purchaser, issued substitute letters of credit totaling approximately $500 million in complete replacement of Dexia as a qualified letter of credit issuer in the transaction. In order to maintain a constant deposit margin equal to that paid by Dexia, we were required to pay $12 million to SunTrust. This payment will be amortized through 2027, the remaining life of the transaction, at a rate of approximately $625,000 per year.

 

The Purchase Notes and Letters of Credit are included in our balance sheet under the caption “financial assets of special purpose entities.” The obligations under the Loan Agreements are included in our balance sheet under the caption “nonrecourse financial liabilities of special purpose entities.”

 

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SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

TEMPLE-INLAND INC.

 

 

Date: January 16, 2009

By:

/s/ Randall D. Levy

 

 

Name: Randall D. Levy

 

 

Title:   Chief Financial Officer

 

 

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