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 (Date of Earliest Event Reported): June 9, 2022

BOISE CASCADE COMPANY

(Exact name of registrant as specified in its charter)

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:

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:

Item 8.01    Other Events

On June 10, 2022, Boise Cascade Company (the “Company”) announced that it and its wholly-owned subsidiary, Boise Cascade Wood Products, L.L.C., have entered into a Securities Purchase Agreement, dated June 9, 2022 (the “Acquisition Agreement”) with Coastal Forest Resources Company (“CFRC”) to purchase CFRC's wholly-owned subsidiary, Coastal Plywood Company (“Coastal”) and its plywood manufacturing operations located in Havana, Florida, and Chapman, Alabama (the “Acquisition”). Coastal is a provider of quality plywood, lumber, and treated wood products throughout the eastern U.S.

The purchase price for the Acquisition is $512 million, subject to certain working capital and other closing adjustments. The Company currently plans to finance the Acquisition and related expenses with its existing cash balances.

The Acquisition Agreement contains customary representations, warranties, indemnities and closing conditions (including the receipt of antitrust approval under the Hart-Scott-Rodino Act of 1976, as amended ("HSR Act")).

Either the Company or CFRC may terminate the Acquisition Agreement if the conditions to closing have not been satisfied or waived by the 180th day after the date of the Acquisition Agreement, subject to extension under certain circumstances (the “Outside Date”). If the Acquisition Agreement is terminated (i) by the Company due to the failure of the conditions to closing to be satisfied or waived by the Outside Date, (ii) by CFRC due to the failure of the conditions to closing to be satisfied or waived by the one-year anniversary of the date of the Acquisition Agreement, or (iii) by either the Company or CFRC due to the existence of a final non-appealable order restraining, enjoining or otherwise prohibiting the closing, and, at the time of any such termination, all conditions to closing have been satisfied or waived (other than (A) those conditions that are to be satisfied at the closing or by covenants to be performed on the closing date and (B) those conditions requiring the expiration or termination of the waiting period under the HSR Act and the absence of antitrust-related legal impediments to closing) then the Company will be required to pay CFRC a termination fee in the amount of $20,480,000.

The scope of this transaction does not include CFRC's timberlands assets. The transaction is expected to close in the third quarter of 2022.

On June 10, 2022, the Company issued a press release announcing the Acquisition, a copy of which is attached hereto as Exhibit 99.1 to this report.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished as part of this Current Report on Form 8-K:

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.

Document

Exhibit 99.1

For Immediate Release: June 10, 2022

Boise Cascade Reaches Agreement to Acquire Coastal Plywood Operations

BOISE, Idaho - Boise Cascade Company ("Boise Cascade," the "Company," "we," "our") (NYSE: BCC) announced today that it has reached an agreement to acquire Coastal Plywood Company ("Coastal"), including its two manufacturing locations, from Coastal Forest Resources Company for $512 million, subject to certain closing adjustments. The Company currently plans to fund the transaction and closing-related expenses from its existing cash balances.

Coastal is a provider of quality plywood, lumber, and treated wood products throughout the eastern U.S. The purchase agreement includes its locations in Havana, Florida, and Chapman, Alabama, which employ approximately 750 people.

"This acquisition incrementally expands our veneer capacity in support of our customers," said Nate Jorgensen, CEO, Boise Cascade. "Near term, it provides us the ability to optimize our existing engineered wood products (EWP) asset base. Longer term, we are excited to fully integrate this strategic venture and we intend to invest $50 million into our Southeast operations over a three-year period to further our EWP production capacity."

Travis Bryant, CEO of Coastal Forest Resources Company, stated, "Coastal has a long history of manufacturing quality products and a strong reputation in the markets we serve. This transaction represents an opportunity for our talented and dedicated employees to join a dynamic organization, offering them a secure future with great opportunities ahead."

"These are well-invested and managed plants that fit nicely into our existing footprint of integrated facilities in the Southeast," said Mike Brown, executive vice president, Boise Cascade. "We look forward to welcoming the Coastal team to Boise Cascade."

The scope of this transaction does not include Coastal's parent company or timberlands assets. Closing of the acquisition is expected in the third quarter of 2022, subject to customary closing conditions, including receipt of antitrust approval under the Hart-Scott-Rodino Act of 1976, as amended.

Boise Cascade was advised by Perkins Coie LLP, as outside legal counsel, and Coastal was advised by Harris Williams, as financial advisor, and Hunton Andrews Kurth LLP, as outside legal counsel, in the transaction.

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

Statements in this news release that are not purely historical facts or that necessarily depend on future events, including statements about forecasted financial performance or other statements about anticipations, beliefs, expectations, intentions or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on forward-looking statements. In addition, oral statements made by our directors, officers and employees to the investor and analyst communities, media representatives and others, depending upon their nature, may also constitute forward-looking statements. As with the forward-looking statements included in this release, these forward-looking statements are by nature inherently uncertain, and actual results may differ materially as a result of many factors. All forward-looking statements are based upon information available to Boise Cascade on the date this release was submitted. Boise Cascade undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including risks related to the integration of the acquired assets, the Company’s growth strategies, or the Company’s revenues and operating results being highly dependent on, among other things, new residential construction, commodity wood products prices and the economy. Boise Cascade may not succeed in addressing these and other risks. Further information regarding factors that could affect our financial and other results can be found in the risk factors section of Boise Cascade’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) and in the other reports filed by the Company with the SEC. Consequently, all forward-looking statements in this release are qualified by the factors, risks and uncertainties contained therein.