BOISE CASCADE Co 8-K, filed Jul 13, 2020
BOISE CASCADE Co (BCC)
8-K
2020-07-13
For: 2020-07-13
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Added on
July 04, 2026
About this 8-K
BOISE CASCADE Co filed this 8-K on July 13, 2020.
Items reported
- Item 2.02: Financial results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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 13, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
(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 |
Item 2.02 Results of Operations and Financial Condition.
On July 13, 2020, Boise Cascade Company (the “Company”) announced the following estimated unaudited financial data for the quarter ended June 30, 2020.
The estimates set forth below are based upon currently available information. Estimates of results are inherently uncertain and subject to change, and the Company does not undertake any obligation to update this information. The estimates below may differ from actual results, and any such differences may be material. During the course of the preparation of the financial statements and related notes, additional items that would require material adjustments to the preliminary financial information presented below may be identified. The estimates set forth below were prepared by our management and are based on a number of assumptions based on the information available to the Company as of the date hereof. Our independent registered public accounting firm has not audited, reviewed, compiled, or performed any procedures with respect to such preliminary information. Accordingly, our independent registered public accounting firm does not express an opinion or any other form of assurance with respect thereto. These estimates for the quarter ended June 30, 2020 are not necessarily indicative of the results to be achieved in any future period, in particular due to the impact of the ongoing COVID-19 pandemic.
Q2 2020 Preliminary Estimate | |
($ thousands) | |
Segment sales | |
Wood Products | $275,000 - $285,000 |
Building Materials Distribution | 1,129,000 - 1,139,000 |
Intersegment eliminations | (170,000) - (175,000) |
Total sales | $1,234,000 - $1,249,000 |
Net income | $31,000 - $35,000 |
Segment EBITDA | |
Wood Products | $29,000 - $32,000 |
Building Materials Distribution | 47,000 - 50,250 |
Corporate | (8,000) - (8,250) |
Total Adjusted EBITDA (a) | $68,000 - $74,000 |
Total cash and cash equivalents | $355,000 - $365,000 |
(a) | For additional information regarding the non-GAAP measures presented in this document, please refer to Exhibit 99.3 incorporated by reference into this Item 2.02. |
The information in this filing shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.
Item 8.01 Other Events
Notes Offering
On July 13, 2020, the Company issued a press release, announcing that it intends to offer, subject to market and other conditions, $400,000,000 in aggregate principal amount of senior notes (the “Notes”).
The Notes and related guarantees will not be registered under the Securities Act of 1933, as amended, 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 private offering of the Notes is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Tender Offer
On July 13, 2020, the Company commenced a cash tender offer for any and all of the Company’s outstanding 5.625% senior notes due 2024 (2024 Notes), subject to certain conditions, including the issuance and sale of the Notes. A copy of the press release announcing the tender offer is attached hereto as Exhibit 99.2 and incorporated herein by reference.
FORWARD-LOOKING STATEMENTS
This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are subject to substantial risks, uncertainties and assumptions. Forward-looking statements include information concerning the proposed Senior Notes Offering, including the proposed use of proceeds from the Senior Notes Offering. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may” or similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of expected future developments and other factors we believe are appropriate in these circumstances. As you read and consider this filing, you should understand that these statements are not guarantees of performance or results, including the consummation of the Senior Notes Offering. Many factors could affect our actual performance and results and could cause actual results to differ materially from those expressed in the forward-looking statements. Please refer to our filings with the SEC for a discussion of other factors that may affect future performance or results.
In light of these risks, uncertainties and assumptions, the forward-looking statements contained in this document might not prove to be accurate and you should not place undue reliance upon them. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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 |
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 Vice President, General Counsel and Secretary | ||
Date: July 13, 2020 | ||
Exhibit 99.1
Boise Cascade Company | |
1111 West Jefferson Street, Suite 300 | |
Boise, ID 83702 | |
News Release |  |
Investor Relations Contact Wayne Rancourt Office 208-384-6073 | Media Contact Lisa Chapman Office 208-384-6552 | |
For Immediate Release: July 13, 2020
Boise Cascade Company Announces Proposed Offering of Senior Notes
BOISE, Idaho - Boise Cascade Company ("Boise Cascade") (NYSE: BCC) today announced that it is seeking to raise $400 million in a private placement of senior notes (the “notes”). The notes will be senior unsecured obligations of Boise Cascade and will be guaranteed by certain of its subsidiaries.
Boise Cascade intends to use the net proceeds of the offering, together with cash on hand, to repurchase any and all of its outstanding 5.625% senior notes due 2024 (the “2024 Notes”) in a cash tender offer announced today, to redeem any 2024 Notes that remain outstanding after the consummation of the tender offer, to pay off its term loan of $45.0 million, and to pay fees and expenses related to the offering of the notes and incurred in connection with the repurchase of the 2024 Notes.
The notes will not be registered under the Securities Act of 1933, as amended (“Securities Act”), or the securities laws of any other jurisdiction, and will not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements. The offering of the notes will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act.
This press release is issued pursuant to Rule 135c of the Securities Act 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 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. For more information, please visit our website at www.bc.com.
Forward Looking Statements
This press release includes statements that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements preceded or
followed by, or that otherwise include, the words “believes,” “expects,” “anticipates,” “intends,” “project,” “estimates,” “plans,” “forecast,” “is likely to,” and similar expressions or future or conditional verbs such as “will,” “may,” “would,” “should,” and “could” are generally forward-looking in nature and not historical facts. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties. The accuracy of such statements is subject to a number of risks, uncertainties, and assumptions that could cause our actual results to differ materially from those projected. Factors that could cause actual results to differ materially from such forward-looking statements are discussed in greater detail in our filings with the Securities and Exchange Commission, each of which are available free of charge on the SEC’s website at www.sec.gov. Forward-looking statements speak only as of the date of this press release. We undertake no obligation to revise them in light of new information.
Exhibit 99.2
Boise Cascade Company | |
1111 West Jefferson Street, Suite 300 | |
Boise, ID 83702 | |
News Release |  |
Investor Relations Contact Wayne Rancourt Office 208-384-6073 | Media Contact Lisa Chapman Office 208-384-6552 | |
For Immediate Release: July 13, 2020
Boise Cascade Company Announces Cash Tender Offer for Any and All of Its 5.625% Senior Notes Due 2024
BOISE, Idaho - Boise Cascade Company ("Boise Cascade") (NYSE: BCC) today announced that it has commenced a cash tender offer for any and all of its outstanding 5.625% Senior Notes due 2024 (the "Notes"), upon the terms and conditions described in Boise Cascade's Offer to Purchase dated July 13, 2020 (the "Tender Offer").
The Tender Offer will expire at 5:00 p.m. New York City time, on July 24, 2020, unless extended (such date and time, as the same may be extended, the "Expiration Time"). Holders who (i) validly tender their Notes prior to the Expiration Time or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery and all other required documents on or prior to the Expiration Time and tender their Notes prior to the guaranteed delivery expiration date, which is 5:00 p.m., New York City Time, on July 28, 2020, and whose Notes are accepted for purchase pursuant to the Tender Offer will be entitled to receive the total consideration of $1,032.50 per $1,000 principal amount of Notes validly tendered and accepted for purchase (the "Tender Offer Consideration"), plus any accrued and unpaid interest from the most recent interest payment date on the Notes up to, but not including, the settlement date, which is expected to be July 27, 2020. Notes tendered prior to the Expiration Time may be withdrawn at any time prior to the Expiration Time.
The Tender Offer is subject to the satisfaction or waiver of a number of conditions that are set forth in the Offer to Purchase dated July 13, 2020 (as amended or supplemented, the "Offer to Purchase"), including, without limitation, Boise Cascade having available funds, including gross proceeds of at least $400 million from a debt financing transaction, on terms and conditions satisfactory to Boise Cascade, in an amount sufficient, together with cash on hand, to pay the Tender Offer Consideration with respect to all outstanding Notes in the Tender Offer, and certain other customary conditions.
There can be no assurance that any of the conditions to the Tender Offer will be satisfied.
Boise Cascade has engaged Wells Fargo Securities, LLC as Dealer Manager for the Tender Offer. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are available at www.dfking.com/boise and may be obtained from D.F. King & Co., Inc., the Tender Agent and Information Agent, by e-mail to boise@dfking.com or by phone at (888) 605-1957 (toll-free) or (212) 269-5550. Please direct questions regarding the Tender Offer to Wells Fargo
Securities, LLC by phone at (866) 309-6316 or (704) 410-4759 or by e-mail to liabilitymanagement@wellsfargo.com.
This announcement is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell the Notes. The Tender Offer is being made solely by means of the Offer to Purchase. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Boise Cascade by the dealer manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction. In addition, this press release is not an offer to sell or the solicitation to buy any securities issued in connection with Boise Cascade's concurrent senior notes offering announced separately today.
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 release contains forward-looking statements with respect to the timing and principal amount of debt securities to be purchased in the Tender Offer, including certain terms and conditions of the Tender Offer. By their nature, forward-looking statements are subject to numerous assumptions, risks, and uncertainties. A number of factors could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. These factors include, but are not limited to, those that may be set forth in the Offer to Purchase. Actual results, performance or achievement could differ materially from those contained in these forward-looking statements for a variety of reasons. Other unknown or unpredictable factors also could have a material adverse effect on Boise Cascade's business, financial condition and results of operations.
Exhibit 99.3
Boise Cascade Company Non-GAAP EBITDA and Adjusted EBITDA Reconciliation
EBITDA represents income before interest (interest expense and interest income), income taxes, and depreciation and amortization. Additionally, we disclose Adjusted EBITDA, which further adjusts EBITDA to exclude the change in fair value of interest rate swaps. The following table reconciles our preliminary estimates of net income to EBITDA and Adjusted EBITDA for the three months ended June 30, 2020:
Preliminary Estimates | |||||||
Three Months Ended | |||||||
June 30, 2020 | |||||||
Low | High | ||||||
(in thousands) | |||||||
Net income | $ | 31,000 | $ | 35,000 | |||
Interest expense | 6,600 | 6,700 | |||||
Interest income | (150 | ) | (200 | ) | |||
Income tax provision | 10,350 | 11,800 | |||||
Depreciation and amortization | 19,800 | 20,100 | |||||
EBITDA | 67,600 | 73,400 | |||||
Change in fair value of interest rate swaps | 400 | 600 | |||||
Adjusted EBITDA | $ | 68,000 | $ | 74,000 | |||
The following table reconciles preliminary estimates of segment income and unallocated corporate costs to EBITDA and adjusted EBITDA for the three months ended June 30, 2020:
Preliminary Estimates | |||||||
Three Months Ended | |||||||
June 30, 2020 | |||||||
Low | High | ||||||
(in thousands) | |||||||
Wood Products | |||||||
Segment income | $ | 15,100 | $ | 17,900 | |||
Depreciation and amortization | 13,900 | 14,100 | |||||
EBITDA | $ | 29,000 | $ | 32,000 | |||
Building Materials Distribution | |||||||
Segment income | $ | 41,450 | $ | 44,650 | |||
Depreciation and amortization | 5,550 | 5,600 | |||||
EBITDA | $ | 47,000 | $ | 50,250 | |||
Corporate | |||||||
Unallocated corporate costs | $ | (8,400 | ) | $ | (8,800 | ) | |
Foreign currency exchange gain (loss) | 350 | 450 | |||||
Pension expense (excluding service costs) | (300 | ) | (300 | ) | |||
Change in fair value of interest rate swaps | (400 | ) | (600 | ) | |||
Depreciation and amortization | 350 | 400 | |||||
EBITDA | (8,400 | ) | (8,850 | ) | |||
Change in fair value of interest rate swaps | 400 | 600 | |||||
Corporate adjusted EBITDA | $ | (8,000 | ) | $ | (8,250 | ) | |
Total company adjusted EBITDA | $ | 68,000 | $ | 74,000 | |||
Use of Non-GAAP Financial Measures
We refer to the terms EBITDA and Adjusted EBITDA as supplemental measures of our performance and liquidity that are not required by or presented in accordance with generally accepted accounting principles in the United States (GAAP). We believe EBITDA and Adjusted EBITDA are meaningful measures because they present a transparent view of our recurring operating performance and allow management to readily view operating trends, perform analytical comparisons, and identify strategies to improve operating performance. We also believe EBITDA and Adjusted EBITDA are useful to investors because they provide a means to evaluate the operating performance of our segments and our Company on an ongoing basis using criteria that are used by our management and because they are frequently used by investors and other interested parties when comparing companies in our industry that have different financing and capital structures and/or tax rates. EBITDA and Adjusted EBITDA, however, are not measures of our liquidity or financial performance under generally accepted accounting principles (GAAP) and should not be considered as alternatives to net income, income from operations, or any other performance measure derived in accordance with GAAP or as alternatives to cash flow from operating activities as a measure of our liquidity. The use of EBITDA and Adjusted EBITDA instead of net income or segment income (loss) have limitations as analytical tools, including the inability to determine profitability; the exclusion of interest expense, interest income, and associated significant cash requirements; and the exclusion of depreciation and amortization, which represent unavoidable operating costs. Management compensates for these limitations by relying on our GAAP results. Our measures of EBITDA and Adjusted EBITDA are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation.