8-K
BOISE CASCADE Co (BCC)
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): July 27, 2020
BOISE CASCADE COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 1-35805 | 20-1496201 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | BCC | New York Stock Exchange |
Item 1.01 Entry into a Material Definitive Agreement
4.875% Senior Notes due 2030 and Indenture
On July 27, 2020, Boise Cascade Company, a Delaware corporation (the “Company”), completed the previously announced sale of $400 million aggregate principal amount of 4.875% Senior Notes due 2030 (the “New Notes”). The New Notes were sold to the initial purchasers thereof for resale to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S of the Securities Act of 1933, as amended (the “Securities Act”).
The New Notes were issued pursuant to an indenture, dated as of July 27,2020 (the “Indenture”), by and among the Company, the guarantors named therein (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”). The Indenture provides, among other things, that the New Notes are senior unsecured obligations of the Company and the Guarantors. Interest is payable on the New Notes on January 1 and July 1, commencing on January 1, 2021, until their maturity date of July 1, 2030.
The terms of the Indenture, among other things, limit the ability of the Company and certain of its subsidiaries to: incur additional debt; declare or pay dividends; redeem stock or make other distributions to stockholders; make investments; create liens on assets; consolidate, merge or transfer substantially all of their assets; enter into transactions with affiliates; and sell or transfer certain assets.
The Indenture provides for customary events of default, subject in certain cases to customary grace and cure periods and notification requirements. Generally, if an event of default occurs and is not cured within the time periods specified, the Trustee or the holders of at least 25% in principal amount of the then outstanding New Notes may declare the principal of and accrued but unpaid interest on all New Notes to be due and payable.
The New Notes were issued in a transaction exempt from registration under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. This Current Report on Form 8-K and the exhibits hereto do not constitute an offer to sell any securities or a solicitation of an offer to purchase any securities.
The foregoing description of the Indenture, the New Notes and the guarantees thereof do not purport to be complete and are qualified in their entirety by reference to the Indenture, the form of note and the form of guarantee, which will be filed as exhibits to our third quarter 2020 Form 10-Q filing.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under the caption “4.875% Senior Notes due 2030 and Indenture” in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 8.01 Other Events
On July 27, 2020, the Company issued a press release announcing that it had closed the offering of the New Notes. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Also, on July 27, 2020, the Company issued a press release announcing the results of its previously announced tender offer with respect to the 2024 Notes and the Company’s delivery of irrevocable instructions to the 2024 Notes Trustee to deliver a notice of redemption on July 29, 2020, or as soon as practicable thereafter but in no event later than 30 days prior to September 1, 2020, to holders of 2024 Notes that remain outstanding. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished as part of this Current Report on Form 8-K:
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release, dated July 27, 2020 issued by the Company. |
| 99.2 | Press Release, dated July 27, 2020 issued by the Company. |
| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
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/ Jill Twedt | |
| Jill Twedt<br>Vice President, General Counsel and Secretary | ||
| Date: July 27, 2020 |
Exhibit
Exhibit 99.1
| Boise Cascade Company | |
|---|---|
| 1111 West Jefferson Street, Suite 300 | |
| Boise, ID 83702 | |
| News Release | |
| --- | |
| Investor Relations Contact <br><br>Wayne Rancourt<br>Office 208-384-6073 | Media Contact <br><br>Lisa Chapman<br>Office 208-384-6552 |
| --- | --- |
For Immediate Release: July 27, 2020
Boise Cascade Company Announces Closing of Private Offering of $400 Million of Senior Notes
BOISE, Idaho - Boise Cascade Company (Boise Cascade) (NYSE: BCC) today announced that it has closed the previously announced offering of $400,000,000 in aggregate principal amount of 4.875% senior notes due 2030 (the “New Notes”) in a private offering that was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
Boise Cascade used the net proceeds of the offering, together with cash on hand, to repurchase and redeem any and all of its outstanding 5.625% senior notes due 2024 (the “2024 Notes”), to pay off its term loan of $45.0 million, and to pay fees and expenses related to the offering of the New Notes and incurred in connection with the repurchase or redemption of the 2024 Notes.
The New Notes and related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy the New Notes or any other securities. The offers of New Notes were 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. For more information, please visit our website at www.bc.com.
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.
Exhibit
Exhibit 99.2
| Boise Cascade Company | |
|---|---|
| 1111 West Jefferson Street, Suite 300 | |
| Boise, ID 83702 | |
| News Release | |
| --- | |
| Investor Relations Contact <br><br>Wayne Rancourt<br>Office 208-384-6073 | Media Contact <br><br>Lisa Chapman<br>Office 208-384-6552 |
| --- | --- |
For Immediate Release: July 27, 2020
Boise Cascade Company Announces Results of Tender Offer
BOISE, Idaho - Boise Cascade Company (Boise Cascade) (NYSE: BCC) announced today the results for its previously announced tender offer commenced on July 13, 2020 for any and all of its 5.625% Senior Notes due 2024 (the “2024 Notes”). An aggregate of $212,546,000 principal amount of 2024 Notes, representing 60.73% of the 2024 Notes outstanding (the “Tendered Notes”), had been tendered as of 5:00 p.m., New York City time, on July 24, 2020 (the "Expiration Time"), which does not include $30,000 principal amount of 2024 Notes still subject to the guaranteed delivery procedures.
On July 27, 2020, the Company accepted for purchase all of the Tendered Notes validly tendered and delivered (and not validly withdrawn) in the Tender Offer at or prior to the Expiration Time. Payment for the Tendered Notes purchased pursuant to the Tender Offer was made on July 27, 2020 (the “Settlement Date”), and payment for Tendered Notes tendered by a Notice of Guaranteed Delivery is expected to be made on July 29, 2020 (the “Guaranteed Delivery Settlement Date”).
Any 2024 Notes tendered by a Notice of Guaranteed Delivery and accepted for purchase will be purchased on the third business day after the Expiration Time, but payment of accrued interest, if any, on such 2024 Notes will only be made to, but not including, the Settlement Date. The consideration paid under the Tender Offer was $1,032.50 per $1,000 principal amount of 2024 Notes, plus accrued and unpaid interest, if any, up to, but not including, the Settlement Date. Boise Cascade funded the Tender Offer Payment with proceeds from a concurrent $400 million offering of 4.875% Senior Notes due 2030, which closed on July 27, 2020.
Following payment of the consideration for the Tendered Notes, Boise Cascade irrevocably instructed the trustee for the 2024 Notes to issue a redemption notice in accordance with the terms of the indenture to holders of the 2024 Notes that remained outstanding following the purchase of the Tendered Notes, including the 2024 Notes tendered pursuant to a Notice of Guaranteed Delivery that are expected to be purchased on the Guaranteed Delivery Settlement Date. The redemption notice provides for a redemption date of September 1, 2020 (the “Redemption Date”) and will be delivered by the trustee to holders of the 2024 Notes on July 29, 2020, or as soon as practicable thereafter but in no event later than 30 days prior to the Redemption Date. The 2024 Notes will be redeemed at the redemption price set forth in the indenture governing the 2024 Notes, plus accrued and unpaid interest to, but not including, the Redemption Date.
This press release does not constitute (i) a notice of redemption under the Indenture and the redemption of any 2024 Notes that remain outstanding following the expiration of the tender offer will be made only pursuant to the terms of the applicable notice of redemption to be delivered by the trustee pursuant to the terms of the Indenture, nor (ii) an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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. For more information, please visit our website at www.bc.com.
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.