Document

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

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 July 13, 2020, Boise Cascade Company issued a press release announcing that it had priced the offering of $400,000,000 in aggregate principal amount of 4.875% senior notes due 2030 (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 pricing of the private offering of the Notes is attached hereto as Exhibit 99.1 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 13, 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 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 Prices Senior Notes Offering

BOISE, Idaho - Boise Cascade Company ("Boise Cascade") (NYSE: BCC) has priced its offering of $400 million in aggregate principal amount of 4.875% senior notes due 2030 (the “Notes”). The Notes will be senior unsecured obligations of Boise Cascade and will be guaranteed by certain of its subsidiaries. The offering is expected to close on July 27, 2020, subject to customary conditions.

Boise Cascade intends to use the net proceeds of the offering, together with cash on hand, to repurchase or 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 Notes and incurred in connection with the repurchase or redemption of the 2024 Notes.

The Notes and related guarantees are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. The Notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release is for informational purposes only 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 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.

Document and Entity Information Document	Jul. 13, 2020
Cover page.
Document Type	8-K
Document Period End Date	Jul. 13, 2020
Entity Registrant Name	BOISE CASCADE COMPANY
Entity Incorporation, State or Country Code	DE
Entity File Number	1-35805
Entity Tax Identification Number	20-1496201
Entity Address, Address Line One	1111 West Jefferson Street, Suite 300
Entity Address, City or Town	Boise
Entity Address, State or Province	ID
Entity Address, Postal Zip Code	83702-5389
City Area Code	208
Local Phone Number	384-6161
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	BCC
Security Exchange Name	NYSE
Entity Central Index Key	0001328581
Amendment Flag	false

Document and Entity Information Document