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): October 2, 2023
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 8.01 Other Events.
On October 2, 2023, Boise Cascade Company (the Company) and its wholly-owned subsidiary, Boise Cascade Building Materials Distribution, L.L.C. (BMD) completed the previously announced acquisition of Brockway-Smith Company (BROSCO), a wholesale distributor specializing in doors and millwork.
The purchase price for the acquisition was $172 million, inclusive of estimated working capital at closing of $51 million, which is subject to post-closing adjustments. The Company financed the acquisition and related expenses with cash on hand.
On October 2, 2023, the Company issued a press release announcing the completion of 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:
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Boise Cascade Company Press Release, dated October 2, 2023. |
| 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>Senior Vice President, General Counsel and Secretary | ||
| Date: October 2, 2023 |
Document
Exhibit 99.1
| Boise Cascade Company | |||
|---|---|---|---|
| 1111 West Jefferson St Ste 300 | |||
| Boise, ID 83702 | News Release | ||
| --- | Media Contact<br><br><br><br>Lisa Tschampl<br><br>208-384-6552<br><br>mediarelations@bc.com | Investor Contact<br><br><br><br>Kelly Hibbs<br><br>208-384-3638 | |
| --- | --- |
For Immediate Release: October 2, 2023
Boise Cascade Completes Acquisition of Brockway-Smith Company
BOISE, Idaho – Boise Cascade Company (Boise Cascade) (NYSE: BCC) announced today that it has completed the previously announced acquisition of Brockway-Smith Company (BROSCO®), a leading wholesale distributor specializing in doors and millwork.
“We are excited to welcome this outstanding team to Boise Cascade,” said Jeff Strom, Executive Vice President, Building Materials Distribution. “We look forward to serving millwork customers in the Northeast markets with this expanded capacity.”
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.