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BCC > SEC Filings for BCC > Form 8-K on 2-Oct-2013All Recent SEC Filings

Show all filings for BOISE CASCADE CO

Form 8-K for BOISE CASCADE CO


2-Oct-2013

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposi


Item 1.01 Entry into a Material Definitive Agreement.

On October 1, 2013, Boise Cascade Company (the "Company") entered into a supplemental indenture (the "Supplemental Indenture") with certain of its subsidiaries and U.S. Bank National Association, the trustee, for its 6 ?% Senior Notes due 2020 (the "Notes"), to add Chester Wood Products LLC and Moncure Plywood LLC as guarantors of the Notes. Entry into the Supplemental Indenture was consummated in connection with the Company's acquisition of the Southeast Operations of Wood Resources LLC (the "Acquisition") on September 30, 2013 as described under Item 2.01 hereunder. Additionally, Chester Wood Products LLC and Moncure Plywood LLC executed guarantees to the Company's revolving credit agreement, substantially in the form attached as Exhibit G-1 to such agreement.

The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is filed as Exhibit 4.1 to this Form 8-K and is incorporated by reference herein.



Item 2.01 Completion of Acquisition or Disposition of Assets.

On September 30, 2013, the Company's wholly-owned subsidiary, Boise Cascade Wood Products, L.L.C., completed the previously announced Acquisition pursuant to the Limited Liability Company Interest Purchase Agreement dated July 19, 2013 (the "Purchase Agreement"). Pursuant to the Purchase Agreement, the Company acquired all of the outstanding limited liability company interests of both Chester Wood Products LLC and Moncure Plywood LLC (collectively, the "Wood Resources LLC Southeast Operations") for an aggregate purchase price of $102.0 million, subject to post-closing adjustments based upon a working capital target. Of the purchase price, $5.1 million was placed into escrow at closing to satisfy any claims for indemnification, 50% of which is eligible to be released after one year with the balance released after two years (assuming no pending claims). The Company financed the Acquisition with cash on hand and a $25.0 million draw under its revolving credit facility.



Item 7.01 Regulation FD Disclosure.

On September 30, 2013, the Company issued a press release regarding the completion of the Acquisition. The press release is furnished as Exhibit 99.1 to this report.



Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

The following audited and unaudited combined financial statements of the Wood Resources LLC Southeast Operations are filed as Exhibit 99.2 to this Form 8-K and are incorporated herein by reference:

Independent Auditor's Report

Combined Statements of Assets and Liabilities as of December 31, 2011, December 30, 2012, and June 30, 2013 (unaudited)

Combined Statements of Income and Comprehensive Income for the year ended December 30, 2012, six months ended July 1, 2012 (unaudited), and six months ended June 30, 2013 (unaudited)

Combined Statements of Cash Flow for the year ended December 30, 2012, six months ended July 1, 2012 (unaudited), and six months ended June 30, 2013
(unaudited)

Notes to Combined Financial Statements


(b) Pro forma financial information.

The following unaudited pro forma condensed combined financial information of the Company is filed as Exhibit 99.3 to this Form 8-K and is incorporated herein by reference.

Unaudited pro forma condensed combined balance sheet as of June 30, 2013

Unaudited pro forma condensed combined statement of operations for the year ended December 31, 2012

Unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2013

Notes to unaudited pro forma condensed combined financial information

(d) Exhibits.

Exhibit Number    Description of Exhibit

Exhibit 4.1       Supplemental Indenture, dated as of October 1, 2013, by and
                  among Boise Cascade Company, the existing guarantors party
                  thereto, Chester Wood Products LLC and Moncure Plywood LLC, and
                  U.S. Bank National Association, as trustee, to that Indenture,
                  dated as of October 22, 2012, by and among Boise Cascade
                  Company, the guarantors party thereto and U.S. Bank National
                  Association.

Exhibit 23.1      Consent of PricewaterhouseCoopers LLP, Independent Accountants.

Exhibit 99.1      Boise Cascade Company Press Release, dated September 30, 2013.

Exhibit 99.2      Wood Resources LLC Southeast Operations Combined Financial
                  Statements as of December 31, 2011, December 30, 2012, and June
                  30, 2013 (unaudited) and for the year ended December 30, 2012
                  and the six months ended July 1, 2012 and June 30, 2013
                  (unaudited).

Exhibit 99.3      Unaudited Pro Forma Condensed Combined Financial Information of
                  Boise Cascade Company.


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