Item 1.01
Entry into a Material Definitive Agreement.
5.625% Senior Notes due 2024 and Indenture
On August 29, 2016, Boise Cascade Company, a Delaware corporation (the Company), completed the previously announced sale of $350 million aggregate principal amount of 5.625% Senior Notes due 2024 (the New Notes). The New Notes were sold to the initial purchasers thereof for resale to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S of the Securities Act of 1933, as amended (the Securities Act).
The New Notes were issued pursuant to an indenture, dated as of August 29, 2016 (the Indenture), by and among the Company, the guarantors named therein (the Guarantors) and U.S. Bank National Association, as trustee (the Trustee). The Indenture provides, among other things, that the New Notes are senior unsecured obligations of the Company and the Guarantors. Interest is payable on the New Notes on March 1 and September 1 of each year, beginning on March 1, 2017, until their maturity date of September 1, 2024.
The terms of the Indenture, among other things, limit the ability of the Company and certain of its subsidiaries to: incur additional debt; declare or pay dividends; redeem stock or make other distributions to stockholders; make investments; create liens on assets; consolidate, merge or transfer substantially all of their assets; enter into transactions with affiliates and sell or transfer certain assets.
The Indenture provides for customary events of default, subject in certain cases to customary grace and cure periods and notification requirements. Generally, if an event of default occurs and is not cured within the time periods specified, the Trustee or the holders of at least 25% in principal amount of the then outstanding New Notes may declare the principal of and accrued but unpaid interest on all New Notes to be due and payable.
The New Notes were issued in a transaction exempt from registration under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. This Current Report on Form 8-K and the exhibits hereto do not constitute an offer to sell any securities or a solicitation of an offer to purchase any securities.
The foregoing description of the Indenture, the New Notes and the guarantees thereof do not purport to be complete and are qualified in their entirety by reference to the Indenture, the form of note and the form of guarantee, which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Second Supplemental Indenture to 2020 Notes Indenture
On August 29, 2016, the Company entered into a supplemental indenture (the Second Supplemental Indenture) to the indenture, dated as of October 22, 2012 (the 2020 Notes Indenture), by and among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee (the 2020 Notes Trustee) following receipt of the requisite consents required to approve the amendments to the 2020 Notes Indenture (the Amendments), as described in the Companys tender offer and consent solicitation that commenced on August 15, 2016. The Amendments, among other things, deleted substantially all of the restrictive covenants as well as certain events of default set forth in the 2020 Notes Indenture and the Companys 6.375% Senior Notes due 2020 (the 2020 Notes). Following entry into the Second Supplemental Indenture, as described under Item 1.02 below, the Company and the guarantors under the 2020 Notes Indenture discharged and satisfied their obligations under the 2020 Notes Indenture. Upon such satisfaction and discharge, the 2020 Notes Indenture generally ceased to be of further effect.
The foregoing description of the Second Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Second Supplemental Indenture, which is filed as Exhibit 4.4 to this Current Report on Form 8-K and incorporated herein by reference.
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