BOISE, Idaho, Oct. 22 /PRNewswire-FirstCall/ -- Boise Cascade Corporation
(NYSE: BCC) announced today that it has increased the size of its pending debt
tender offer from $800 million to $1.1 billion in aggregate maximum cash
consideration. The consideration to be paid for each series of securities
subject to the offer has also been set.
Debt securities that are validly tendered (and not withdrawn) on or prior
to the expiration date of the offer may be subject to proration if the
principal amount tendered would cause the aggregate cash consideration to
exceed $1.1 billion. The company will purchase the securities according to a
priority of series as set forth in the table below. Based on the increased
size of the offer and the results to date (and assuming no additional
securities are tendered), the company would accept for purchase all of the
securities tendered, approximately $884 million principal amount.
Holders who tendered their securities at or prior to 5 p.m., Eastern Time,
on Thursday, October 21, 2004, will receive the applicable consideration (as
set forth in the table below), subject to the terms and conditions set forth
in the offer, which includes an early tender payment. Holders who tender
their securities after the early tender date and at or prior to 5 p.m.,
Eastern Time, on the expiration date (currently scheduled for November 4,
2004) will receive the applicable consideration (as set forth in the table
below), but will not receive the early tender payment.
Title of Security Maximum Acceptance
Offer Priority Tender Offer
Amount Level Consideration
6.50% Senior Notes due 2010 $300,000,000 1 $1,104.59
7.00% Senior Notes due 2013 $200,000,000 2 $1,127.88
7.05% Notes due 2005 $110,000,000(1) 3 $1,001.71
7.43% Notes due 2005 $18,505,000 4 $1,020.63
7.48% Notes due 2005 $23,300,000 5 $1,007.73
7.50% Notes due 2008 $125,000,000(1) 6 $1,086.14
9.45% Debentures due 2009 $150,000,000 7 $1,180.90
7.45% Notes due 2011 $50,000,000 8 $1,106.13
7.90% Notes due 2012 $52,000,000 9 $1,136.82
7.35% Debentures due 2016 $125,000,000 10 $1,124.07
Title of Security Early Tender Total Principal Amount
Payment (2) Consideration Tendered (3)
6.50% Senior Notes due 2010 $30.00 $1,134.59 $286,219,000
7.00% Senior Notes due 2013 $30.00 $1,157.88 $93,607,000
7.05% Notes due 2005 $20.00 $1,021.71 $106,008,000
7.43% Notes due 2005 $20.00 $1,040.63 $12,629,000
7.48% Notes due 2005 $20.00 $1,027.73 $1,281,000
7.50% Notes due 2008 $30.00 $1,116.14 $120,344,000
9.45% Debentures due 2009 $50.00 $1,230.90 $103,333,000
7.45% Notes due 2011 $30.00 $1,136.13 $49,600,000
7.90% Notes due 2012 $30.00 $1,166.82 $17,000,000
7.35% Debentures due 2016 $30.00 $1,154.07 $94,061,000
(1) In the case of these two issues, the maximum offer amount is
increased but 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.
(3) As of 5 p.m., October 22, 2004.
The company will pay accrued and unpaid interest on all tendered
securities accepted for payment to, but not including, the settlement date for
the offer, which will promptly follow the expiration date.
Withdrawal rights with respect to tendered securities have expired.
Accordingly, holders may not withdraw any securities previously or hereafter
tendered, except as contemplated in the offer.
Notwithstanding any other provision of the offer, the company's obligation
to accept for purchase, and to pay for, securities validly tendered pursuant
to the offer is conditioned upon satisfaction or waiver of the conditions set
forth in the offer. The company, in its sole discretion, may waive any of the
conditions of the offer in whole or in part, at any time or from time to time.
The company also announced that in connection with its offer to purchase
its outstanding $172.5 million Senior Floating Rate Debentures due 2006, it
has received tenders for approximately $122 million aggregate principal
amount.
The company has received the requisite consents to adopt its proposed
amendments to the indenture relating to its 6.50% senior notes due 2010. As a
result, the company and the indenture trustee will execute a supplemental
indenture containing such amendments. The company has not yet received the
requisite consents to adopt its proposed amendments to the indenture relating
to its 7.00% senior notes due 2013. To the extent that the requisite consents
are not received by the expiration date, the company intends to effect either
a credit enhancement transaction that would cause the 7.00% senior notes to be
rated investment grade by two or more rating agencies or effect a defeasance
of the covenants relating to such securities. Either of these actions would
allow the company to proceed with its plan to distribute to shareholders a
portion of the proceeds from the sale of its forest products assets to
affiliates of Boise Cascade, L.L.C., as previously announced.
Boise has retained Banc of America Securities LLC 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).
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 sales were $10.6 billion in the first nine months 2004.
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 sales of $6.6 billion in the
first nine months 2004.
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 sales of $3.0 billion in the first nine months
2004.
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
sales of $1.5 billion in the first nine months 2004. 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 previously announced asset sale 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, +1-208-384-6390,
both of Boise Cascade Corporation
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