BOISE, Idaho, Oct. 5 /PRNewswire-FirstCall/ -- Boise Cascade Corporation
(NYSE: BCC) today offered to pay up to $800 million to repurchase the
outstanding issues of the debt securities listed in the table below. In
addition, the company is making a simultaneous offer to pay up to $177 million
for its senior floating rate debentures.
The table below shows each issue of debt security included in the
$800 million offer. The consideration for each issue is based on a fixed
spread to a reference treasury security, and the calculation for the
consideration is explained in the Offer to Purchase.
Title of Maximum Acceptance Early
Security Offer Priority Tender Reference Fixed
Amount Level Payment(2) Security Spread
6.50% Senior
Notes due
2010 $300,000,000 1 $30.00 5-3/4% UST Due 2010 50
7.00% Senior
Notes due
2013 $200,000,000 2 $30.00 3-1/8 UST Due 2008 50
7.05% Notes
due 2005 $100,000,000(1) 3 $20.00 6-3/4% UST Due 2005 75
7.43% Notes
due 2005 $18,505,000 4 $20.00 1-5/8% UST Due 2005 80
7.48% Notes
due 2005 $23,300,000 5 $20.00 1-1/4% UST Due 2005 80
7.50% Notes
due 2008 $100,000,000(1) 6 $30.00 3% UST Due 2007 85
9.45%
Debentures
due 2009 $150,000,000 7 $50.00 3-3/8% UST Due 2009 100
7.45% Notes
due 2011 $50,000,000 8 $30.00 5% UST Due 2011 150
7.90% Notes
due 2012 $52,000,000 9 $30.00 4-7/8% UST Due 2012 150
7.35%
Debentures
due 2016 $125,000,000 10 $30.00 4-1/4% UST Due 2014 150
(1) In the case of these two issues, the maximum offer amount is less
than the $150,000,000 outstanding principal amount of each issue.
(2) Per $1,000 principal amount of each issue of Securities that is
accepted for purchase.
Holders of the securities listed in the table above who validly tender by
5 p.m., Eastern time, on October 19, 2004, will receive the consideration
described in the Offer to Purchase and Consent Solicitation, if Boise accepts
the tenders. Holders tendering by that date and time will also receive the
early tender payment as shown in the table. The offer will expire at 5 p.m.,
Eastern time, on November 4, 2004, unless Boise extends or terminates the
offer.
If holders tender securities with an aggregate consideration greater than
$800 million, Boise will accept the securities according to the maximum offer
amount and the acceptance priority level noted in the table, and proration of
an issue may be required. Boise will pay all accrued and unpaid interest from
the last interest payment date up to the settlement date of the offer for all
securities for which valid tender offers are accepted.
Concurrently with the tender offer, Boise is soliciting consents from
holders of the company's 6.50% senior notes due 2010 and 7.00% senior notes
due 2013 to amend the indenture governing such notes. If two-thirds of the
holders of such notes consent, respectively, the company will amend the
indenture to eliminate substantially all of the restrictive covenants, certain
events of default, and related provisions contained in the indenture relating
to the applicable note.
Boise has retained Banc of America Securities LLC to serve as the sole
dealer manager and solicitation agent for the offer. Holders can direct
questions about the offer to Banc of America Securities LLC, High Yield
Special Products, at 888-292-0070 (U.S. toll-free) and 212-847-5834 (collect).
Holders can request documentation from D.F. King & Co., Inc., the information
agent for the Offer, at 800-901-0068 (U.S. toll-free) and 212-269-5550
(collect).
Simultaneously with and in addition to the offer described above, Boise is
offering to pay up to $177 million for its outstanding Senior Floating Rate
Debentures due 2006. Holders who validly tender their securities before
5 p.m., Eastern time, on November 4, 2004 (subject to extension by Boise),
will receive $51.25 for each $50 principal amount of debentures validly
tendered and accepted for payment. If the company accepts all of the validly
tendered debentures, substantially all of the restrictive covenants, certain
events of default, and related indenture provisions applicable to the
debentures will fall away pursuant to the terms of the indenture. To request
copies of the floating rate debenture offer, holders should contact Boise's
Corporate Communications Department at 208-384-7990.
Boise plans to pay for these debt repurchases with a portion of its
proceeds from the sale of its paper, forest products, and timberland assets to
affiliates of Boise Cascade, L.L.C., a new company formed by Madison Dearborn
Partners LLC (MDP). The tender offers are contingent on the successful
closing of the transaction with MDP, which is expected to close by early
November 2004.
Boise is making the tender offers pursuant to two separate Offers to
Purchase, both dated October 5, 2004. The Offers set forth comprehensive
descriptions of the terms of each tender offer and the effect of amending the
indentures underlying some of the securities. The company urges its debt
holders to read the respective Offer to Purchase in its entirety before making
a decision with regard to the offer.
This press release is neither an offer to purchase, nor a solicitation for
acceptance of the offer. Boise is making the offers only by, and pursuant to
the terms of, the respective Offers to Purchase. Boise's obligation to accept
for purchase, and to pay for, securities validly tendered is conditioned upon
the satisfaction or waiver of the conditions in the Offers to Purchase. Banc
of America Securities LLC is not acting in any capacity in the offer for the
company's senior floating rate debentures.
About Boise Cascade Corporation
Boise, headquartered in Boise, Idaho, provides solutions to help customers
work more efficiently, build more effectively, and create new ways to meet
business challenges. We own or control more than 2 million acres of
timberland, primarily in the United States, to support our manufacturing
operations. Boise's first half 2004 sales were $6.9 billion.
Boise Office Solutions, headquartered in Itasca, Illinois, is a division
of Boise and a premier multinational contract and, under the OfficeMax(R)
brand, retail distributor of office supplies and paper, technology products,
and office furniture. Boise Office Solutions had first-half sales of
$4.3 billion.
Boise Building Solutions, headquartered in Boise, Idaho, is a division of
Boise and manufactures plywood, lumber, particleboard, and engineered wood
products. The business also operates 27 facilities that distribute a broad
line of building materials, including wood products manufactured by Boise.
Boise Building Solutions posted first half 2004 sales of $1.9 billion.
Boise Paper Solutions, headquartered in Boise, Idaho, is a division of
Boise and a manufacturer of office papers, a majority of which are sold
through Boise Office Solutions. Boise Paper Solutions also manufactures
printing, forms, and converting papers; value-added papers; newsprint;
containerboard and corrugated containers; and market pulp. The division had
first half 2004 sales of $1.0 billion. Visit the Boise website at http://www.bc.com.
Forward-Looking Statements
This release contains forward-looking statements. These statements set
forth our expectations about the future, but they are subject to uncertainties
that could cause actual results to differ materially from those expressed in
the forward-looking statements. Factors that could cause our business not to
develop as we expect may emerge from time to time, and it is not possible for
us to predict all of them. Further, we cannot assess the impact of each
currently known or new factor on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. Investors
should not place undue reliance on these statements. Further, any forward-
looking statement speaks only as of the date on which it is made, and except
as required by law, we undertake no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which it is
made or to reflect the occurrence of anticipated or unanticipated events or
circumstances.
The Proposed Asset Disposition referenced in this release is subject to
several conditions. There is no assurance that we will be able to complete
the sale at all or complete it on the terms and conditions we have reported
here and elsewhere. If we cannot complete the sale, we will not be able to
repay debt within the same timeframes as we now anticipate. In addition,
other intervening or unexpected events, changes in our debt structure, or
unanticipated cash requirements could disrupt our plans for the use of
proceeds.
SOURCE Boise Cascade Corporation
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Related links:
http://www.bc.com
CONTACT:
media, Ralph Poore, +1-208-384-7294, or home,
+1-208-331-2023, or investors, Vincent Hannity, cell,
+1-208-890-6385, both of Boise Cascade Corporation
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