LG Display : Report on Results of the Paid-in Capital Increase - Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2024

LG Display Co., Ltd.

(Translation of Registrant's name into English)

LG Twin Towers, 128 Yeoui-daero, Yeongdeungpo-gu, Seoul 07336, Republic of Korea

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒   Form40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submission to furnish a report or other document that the registration foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐   No ☒

Report on Results of the Paid-in Capital Increase

On March 14, 2024, LG Display Co., Ltd. (the "Company") filed with the Financial Supervisory Service a report of the results of the previously announced paid-in capital increase. The key details of such report are as follows:

I. Issuance overview

(Unit: KRW)

II. Matters regarding subscription and allocation

None

(Unit: KRW, Shares, %)

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None

III. Changes in stock ownership of the Company's major shareholders after the paid-in capital increase

Note 1) Total number of shares issued prior to the capital increase: 357,815,700 shares

Note 2) Total number of shares issued subsequent to the capital increase: 500,000,000 shares

IV. Delivery date

V. Use of proceeds from the paid-in capital increase

(Unit: KRW, Shares)

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2.  Use of proceeds

A.   Use of proceeds

The expected gross proceeds of KRW 1,292.5 billion from this paid-in capital increase will be used as funds for facility investment, working capital and debt repayment as further described below. The Company will use its best efforts to use such proceeds in accordance with the stated use of proceeds in this prospectus and duly disclose their actual use and any changes therein in the Company's periodic business reports, which are filed on a quarterly basis. With respect to the management and execution of funds, the Company implements stringent internal control measures to prevent funds-related incidents such as payments to fake accounts, irregularities in the execution of funds and payments of unauthorized amounts through clear separation of responsibilities between the working level personnel and the authorizing personnel, including requirements for the registration of trading lines and accounts, separation of authority between the requesting department and the executing department on the use of funds, and separation of authority between the requesting personnel and the approving personnel within the funds-related departments. In addition, such required activities are specified in the standards governing the execution of funds and are regularly monitored by a separate internal control department that is independent from the Company's operational departments as well as by external auditors. The proceeds raised in this paid-in capital increase will be segregated in a designated account with the Company's principal bank and managed in short-term savings deposit and time deposit products with no loss in the principal amount until the time of actual execution of such funds.

(Unit: KRW 1 million)

B.  Detailed plans for use of proceeds

The expected gross proceeds of KRW 1,292.5 billion from this proposed offering will be used as funds for facility investment, working capital and debt repayment as described below, and the Company plan to execute the funds according to the following priorities. However, investors are advised that the actual amounts and timing of the use of such funds may change subject to future business conditions and other considerations.

(Unit: KRW 100 millions)

Source: Company information

Note 1) As noted above, the timing of the use of funds for facility investment was prepared as of the day before the prospectus was submitted, and the actual amount and timing of such use may change subject to future market conditions and other factors.

Note 2) The Company plans to cover any shortage in funds with its own funds.

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The Company is building a diverse and differentiated OLED product portfolio across all product lines. The Company is continuing to invest in OLED panel production facilities for the purpose of strengthening its differentiated competitive advantages in the OLED sector, expanding the OLED market and pioneering new markets. In order to meet the market growth potential and customer needs, the Company has invested KRW 5.2 trillion in related facilities in 2022 and plans to invest an amount within a KRW 3 trillion range in related facilities in 2023. As such, the Company plans to continue investing in facilities subject to appropriate consideration of financial factors such as future growth potential and the Company's cash flow. As of the date of submission of this prospectus, the Company does not have additional plans for large-scale financing activities or borrowings such as debt securities offerings or additional paid-in capital increases, and it plans to address the funding needs for investments through the proceeds of this paid-in capital increase, the remaining KRW 450 billion to be withdrawn from the syndicated loan entered into in December 2023, cash and cash equivalents of approximately KRW 3 trillion held as of September 30, 2023 and cash generated from operating activities.

From the proceeds of this proposed offering, the Company plans to use KRW 415.9 billion to invest in facilities to further expand its order-based business (including the small- and medium-sized OLED panel business) and strengthen the competitiveness of its future business areas. The Company is shifting its business structure to focus on the OLED sector, which has strong potential for future growth. Accordingly, the Company is engaged in ongoing investments relating to the construction of small- and medium-sized OLED panel facilities and the expansion of the Company's production capacity for OLED panels, and the Company's estimated investment amount in this area in 2024 is approximately KRW 727.9 billion. The Company's investments in production facilities can be broadly categorized into new investment, expansion investment and maintenance investment. New investments are made by the Company in connection with the production of new products related to new customers, entry into new markets and the launch of new products. Expansion investments are made to increase the capacities of existing production facilities in response to expanding market demand for existing products. In the case of maintenance investments, the Company utilizes a certain level of funds to invest in ordinary business activities, including the improvement and renovation of outdated facilities, among others. The Company plans to invest KRW 103.8 billion in new OLED panels for IT products, KRW 95.2 billion in the expansion of small OLED panels for mobile devices, KRW 103.3 billion for OLED panels for automotive products and KRW 113.6 billion for ordinary maintenance investments.

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The following table provides a detailed breakdown of such investments:

[Estimated Breakdown of Facility Investments]

(Unit: KRW 100 millions)

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Source: Company information

Note 1) The amount of facility funds is calculated based on the expected details as of the day before the prospectus, and the amount of facility investment or the time of use may change depending on market conditions during the actual fund execution process.

Note 2) Company plans to cover the amount used in the first quarter of 2024 and shortage in funds with the Company's own funds.

[Medium-sized OLED]

The Company's announcement made in August 2021 in relation to small- and medium-sized OLED investments related to expanding its production capacity in order to increase the production volume of OLED panels for IT products. The Company has spent approximately KRW 3.1 trillion to date for the construction of its clean rooms and U/T facilities and the purchase of production equipment. The remaining amount to be executed is KRW 235.0 billion, and the Company intends to utilize KRW 103.8 billion of the proceeds from this proposed offering toward finalizing such investment, which is expected to be completed once all of the funds are executed by the fourth quarter of 2024. As described above, the Company plans to use KRW 103.8 billion of the proceeds of this proposed offering for new investments relating to medium-sized OLED panels for IT products between the second and fourth quarters of 2024, which will constitute a part of the investment in small- and medium-sized OLED facilities announced by the Company on August 17, 2021. In order to commence mass production and shipment within the first half of 2024, the Company plans to make investments relating to new OLED panels for global IT customers applying the "tandem OLED" technology with outstanding durability and performance featuring longer product life and higher luminance. Accordingly, the Company plans to spend KRW 69.8 billion for the payment for construction in progress relating to clean rooms and U/T facilities for mid-sized OLED panels and KRW 34.0 billion in new facilities such as new inspection equipment and IT infrastructure.

[August 17, 2021 Disclosure on Investment in New Facilities]

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Source: Company's DART disclosure filings

If the Company executes its investment in production facilities as outlined above, the capacity of the Paju P10 OLED production facility for IT products is expected to increase to the level of 15,000 sheets per month. The Company plans to complete the investment within the first quarter of 2024 to commence mass production of medium-sized OLED panels within 2024, and plans to use a part of the proceeds from this proposed offering to settle the remaining balance of construction-related work.

[Expected Change in the Production Capacity after the Investment in Medium-sized OLED]

(Unit: Sheets / month)

Source: Company data

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[Small-sized OLED]

Funds for facility investments related to small-sized OLED panels form a part of the capital investment plan disclosed by the Company on July 25, 2017 in connection with its investments in production facilities for large-sized and medium- and small-sized OLED panels, of which KRW 5.1 trillion was used to build a new factory for 8th-generationlarge-sized OLED panels for televisions, clean rooms and U/T facilities, purchase production equipment and invest in capacity expansion. In addition, the Company used KRW 1 trillion to build another factory for large-sized OLED panels for televisions in Korea and KRW 1.5 trillion in investments for mobile plastic OLED-panel-related capacity expansions. The remaining amount to be executed is KRW 192.1 billion, and the Company intends to utilize KRW 95.2 billion of the proceeds of this proposed offering toward finalizing this investment, which is expected to be completed once all of the funds are executed by the fourth quarter of 2024. In order to expand the production capacity of OLED panels for mobile devices and strengthen the Company's competitiveness in this area, the Company made investments to expand its production capacity of small-sized OLED panels in 2023. Accordingly, as described above, the Company plans to use KRW 95.2 billion of the proceeds of this proposed offering for such investments between the second and fourth quarters of 2024. The Company is also seeking to secure competitive capabilities to further expand its sales volume of OLED panels for mobile devices by spending KRW 53.9 billion for the payment for construction in progress relating to clean rooms and U/T facilities, and KRW 41.3 billion on new facilities such as new inspection equipment and IT infrastructure.

If the Company executes its investment in production facilities as outlined above, the production capacity of small-sized OLED products is expected to increase from 30,000 sheets per month to 45,000 sheets per month, resulting in an increase in the level of production capacity.

[Expected Change in the Production Capacity after the Investment in Small-sized OLED]

(Unit: Sheets / month)

Source: Company data

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[Status of the Company's Investments in OLED Facilities]

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Since 2023, display panel manufacturers have begun to invest in 8th-generation OLED panels to secure new markets. In April 2023, Samsung Display announced that it will invest a total of KRW 4.1 trillion to build an 8.6th-generation IT OLED production facility in Asan, Chungcheongnam-do by 2026. In addition, BOE, China's largest display panel manufacturer, also announced in November 2023 that it plans to invest approximately KRW 11 trillion to build an 8.6th-generation OLED production line in Chengdu. Such investment amount is approximately 2.5 times greater than Samsung Display's planned investment amount of KRW 4.1 trillion, and Chinese manufacturers are expected to continue making investments for OLED production leveraging their large capital bases. On the other hand, the Company has not yet made a definite decision regarding its investment in 8.6th-generation OLED products. However, it intends to preemptively lead the high-end tablet devices market based on its existing 6th-generation production facility, with respect to which it has a competitive advantage and already verified technology. The Company plans to expand its global customer-oriented business centered on differentiated technologies and products, including the two-stack tandem technology, which it developed for the first time in the industry, and continue transitioning its business structure to an order-based business model. Regarding the expansion of OLED application to other IT product lines such as laptops, the Company plans to secure business opportunities through various options, such as utilizing existing production facilities, by comprehensively considering the future growth of the IT OLED market, competitor trends, as well as the expansion of OLED product line-ups in downstream industries.

[OLED for Automobiles]

As infotainment features are strengthened by the acceleration of the development of autonomous vehicles, the display devices installed in automobiles are becoming larger and higher in resolution. As a result, OLED panel shipments for automobiles are expected to grow rapidly from 1.15 million units in 2023 to 6.76 million units in 2027. To respond to the rapid growth of the automobile display market, the Company plans to invest in expanding its production capacity of OLED panels for automobiles. According to OMDIA, in 2022, the Company was ranked first in the global market with a 65.9% share of the market for OLED panels for automobiles in terms of sales. To further strengthen such position, the Company needs to continue to maintain differentiated technological advantages in tandem OLED and high-end LCD products, thorough quality control and reliable supply capacity.

Accordingly, the Company plans to use KRW 103.3 billion of the proceeds of this proposed offering between the second and fourth quarters of 2024 to execute investments related to the expansion of its production capacity of OLED panels for automobiles. Of such amount, the Company intends to use KRW 28.5 billion to build production infrastructure and KRW 74.8 billion to purchase new production equipment including lithography and inspection equipment. Through these investments, the Company hopes to achieve growths in sales orders and revenue by expanding its customer base and continuing to enhance the competitive advantages of its products and technology. In addition, the Company plans to continue its transition into an OLED-focused business structure to further expand its business of OLED panels for automobiles and strengthen its potential for future growth.

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[Others]

Due to the nature of the display business that requires large-scale mass production, efficient manufacturing process and quality management, in addition to product development capabilities, are essential competencies. Accordingly, the Company plans to use a portion of the proceeds of this proposed offering for the purpose of investments in the ordinary course of business to enhance its product quality and manufacturing process. The company plans to use KRW 113.6 billion of the proceeds of this proposed offering between the second and fourth quarters of 2024 for the enhancement of older facilities and refurbishment of certain facilities for new product models in order to establish and apply manufacturing processes for mass production of high-quality OLED panels.

The proportion of OLED products is expanding in each of the Company's product segments by size (i.e., large-sized,mid-sized and small-sized). Beginning in 2024, the Company's customer base is expected to expand in the large-sized panels segment and, with respect to mid-sized panels, the Company plans to start the mass production of OLED products for IT. The Company also expects an increase in production volume of small-sized panels in light of the Company's production capacity expansion in 2023. Given such expectations, the volume of raw material purchases will likely also increase significantly. Accordingly, the Company plans to use KRW 482.9 billion of the proceeds of this proposed offering for the purchases of raw materials in order to expand the Company's OLED customer base and to produce new products. More specifically, the Company plans to use such funds as working capital to purchase OLED organic materials, drive ICs, and PCB. The prices of raw materials and components used in OLED products are inherently higher than those used in LCD products, and as a result, the Company's operating expenses in the ordinary course of business tend to be higher as the Company transitions into an OLED-focused business structure. In addition, the KRW 482.9 billion of the proceeds from this proposed offering that the Company plans to use for working capital purposes would be equivalent to 6.4% of its raw material purchases of approximately KRW 7.5 trillion in the first nine months of 2023, which represents a level that the Company can handle in the ordinary course of its business even if the Company's production volume does not increase.

The Company plans to use its existing funds to meet any shortfall between its planned raw material purchases and the actual amount of funding raised from this proposed offering. The Company plans to use its own funds and future cash flow from sales to purchase raw materials.

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[Detailed Plan for the Use of Funds for Working Capital]

(Unit: KRW 100 million)

Source: Company information

Note 1) The amount and timing of use are subject to change depending on actual operating conditions.

Note 2) Company plans to cover any shortage in funding with the Company's own funds.

(3)   Detailed plans for use of funds for debt repayment

The display industry requires high initial costs, and companies with stabilized technology and production yields through continual R&D efforts and facility investments are at a competitive advantage. Given such nature of the display business, investments must be executed preemptively before sales from new technology are made, and the Company has partly relied on external borrowings to fund its facility investment needs. In order to strengthen the Company's financial stability to support its growth, the Company plans to use KRW 393.6 billion of the proceeds of this proposed offering to repay certain outstanding ESG bonds and foreign currency borrowings that were issued or obtained for facility investments. The Company plans to enhance its financial stability through improving its profitability by increasing the production volume of small-andmedium-sized OLED panels, minimizing inventories by adjusting utilization rates and implementing efficient investments and costs-related measures. The Company also plans to manage its liquidity through proceeds from this proposed offering and the syndicated loan of KRW 650 billion, which the Company entered into in December 2023. As of the date of submission of this prospectus, the Company does not have additional plans for large-scale borrowings other than withdrawing the remaining amount of KRW 450 billion of the syndicated loan of KRW 650 billion, and the Company plans to manage liquidity and total borrowings at a level of refinancing such borrowings at their maturity. Accordingly, the amount of the Company's total borrowings is not expected to deviate significantly from the current level.

(Units: USD millions, KRW 100 millions)

Source: Company information

Note 1) The KRW equivalent was calculated by applying the base rate of KRW 1,295.60 / USD 1 announced by Seoul Foreign Exchange Brokerage on December 15, 2023.

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[Maturity Status for the Company's Borrowings]

(Unit: KRW 100 millions)

Source: Company data

Note 1) Based on the Company's consolidated financial statements under K-IFRS

Note 2) Status of maturity as of November 30, 2023

Note 3) Excluding lease liabilities

The Company's borrowings scheduled to mature in 2024 amount to approximately KRW 4.5 trillion, and its interest expense amounted to KRW 508.6 billion in the first nine months of 2023. The Company plans to maintain its borrowings that reach their maturity at an appropriate level and meet its finance costs using its cash on hand and cash flows from the above-described syndicated loan, refinancing activities and from operating activities. The Company's public bonds scheduled to mature within one year amount to KRW 370 billion, and the Company plans to repay KRW 290 billion of such bonds using proceeds from this proposed offering. The Company plans to repay the remaining KRW 80 billion with its cash and cash equivalents of KRW 3.0 trillion as of September 30, 2023. Most of the Company's short-term borrowings have been drawn from banks, and the Company believes that there will be no difficulty in refinancing them considering the Company's creditworthiness. However, a downgrading of the Company's credit ratings may increase the Company's financing costs and weaken its ability to procure additional financing. Furthermore, the Company plans to respond to short-term funding needs through its assets that can be collateralized, including tangible assets of approximately KRW 21 trillion as of September 30, 2023, as well as its ability to negotiate bank credit lines and its financial flexibility based on its strong external creditworthiness as a member of the LG Group.

VI. Details of issuance of share rights

[Details of Issuance of Share Rights]

(Unit: Shares)

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[Details of Subscription of Share Rights]

(Unit: Shares)

VII. Details of disposition of unsubscribed shares

1.  Number of unsubscribed and fractional shares upon subscription by holders of share rights

(Unit: Shares)

2.  Details of disposition of unsubscribed and fractional shares

: Subscription by the general public through a public offering upon allocation of oversubscribed shares

(Unit: Shares)

3.  Details of disposition of fractional shares upon allocation of oversubscribed shares (public offering of fractional shares)

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SIGNATURES

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

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