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Form 8-K BOISE CASCADE Co For: Aug 16

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August 16, 2016 5:10 PM EDT


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 (Date of Earliest Event Reported): August 16, 2016
BOISE CASCADE COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
 
001-35805
(Commission
File Number)
 
20-1496201
(IRS Employer
Identification No.)
1111 West Jefferson Street, Suite 300
Boise, Idaho 83702-5389
(Address of principal executive offices) (Zip Code)
(208) 384-6161
(Registrant’s telephone number, including area code)

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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))











 
Item 8.01    Other Events

On August 16, 2016, Boise Cascade Company issued a press release made pursuant to Rule 135c promulgated under the Securities Act of 1933, as amended (the “Securities Act”), announcing that it had priced the offering of $350,000,000 in aggregate principal amount of 5.625% senior notes due 2024 (the “Notes”). The offering was upsized from the previously announced $300,000,000 aggregate principal amount. The Notes were priced at par.

The Notes and related guarantees will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This current report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. A copy of the press release announcing the pricing of the private offering of the Notes is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
 
Description of Exhibit
 
 
 
Exhibit 99.1
 
Press Release, dated August 16, 2016, issued by the Company
 
 
 





SIGNATURE
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 hereunto duly authorized.


 
 
 
 
BOISE CASCADE COMPANY
 
 
 
 
By
/s/ Wayne Rancourt
 
 
Wayne Rancourt
Executive Vice President,
Chief Financial Officer, and Treasurer

Date: August 16, 2016
 
 






Boise Cascade
1111 West Jefferson Street Ste 300 PO Box 50
Boise, ID 83728
News Release

Investor Relations Contact - Wayne Rancourt
 
Media Contact - John Sahlberg
208 384 6073
 
208 384 6451

For Immediate Release: August 16, 2016

Boise Cascade Company Prices Upsized Senior Notes Offering

BOISE, Idaho — Boise Cascade Company (Boise Cascade) (NYSE: BCC) has priced its offering of $350 million in aggregate principal amount of 5.625% senior notes due 2024 (the “New Notes”). The offering was upsized from the previously announced $300 million aggregate principal amount. The New Notes will be senior unsecured obligations of Boise Cascade and will be guaranteed by certain of its subsidiaries. The offering is expected to close on August 29, 2016, subject to customary conditions.
Boise Cascade intends to use the net proceeds of the offering to repurchase or redeem any and all of its outstanding 6.375% senior notes due 2020 (the “2020 Notes”), to pay fees and expenses related to the offering of the New Notes and incurred in connection with the repurchase or redemption of the 2020 Notes, and for general corporate purposes.
The New Notes and related guarantees are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. The New Notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. Any offers of the New Notes will be made only by means of a private offering memorandum.

 

About Boise Cascade
Boise Cascade is one of the largest producers of engineered wood products and plywood in North America and a leading U.S. wholesale distributor of building products.
Forward Looking Statements
This news release contains statements that are “forward looking” within the Private Securities Litigation Reform Act of 1995. These statements speak only as of the date of this press release. While they are based on the current expectations and beliefs of management, they are subject to a number of uncertainties and assumptions that could cause actual results to differ from the expectations expressed in this release. Reference is made to a more complete discussion of forward-looking statements and applicable risks contained under the captions “Cautionary Statement Concerning Forward-Looking Statements,” “Factors That Affect Our Operating Results and Trends” and “Risk Factors” in the Company’s Annual and Quarterly Reports on Forms 10-K and 10-Q, as applicable, and its other filings and submissions with the Securities and Exchange Commission, each of which are available free of charge on the SEC’s website at www.sec.gov.


 

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