BCC 8K Credit Agr A3 5.15.2013
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): May 15, 2013
BOISE CASCADE COMPANY
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation) | | 1-35805 (Commission File Number) | | 20-1496201 (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:
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[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry Into a Material Definitive Agreement.
On May 15, 2013, Boise Cascade Company (the “Company”) amended its senior secured asset-based revolving credit facility. The disclosures under Item 2.03 of this Current Report on Form 8-K relating to the amendment are also responsive to Item 1.01 of this report and are incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On May 15, 2013, the Company and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and Boise Cascade Wood Products Holdings Corp., as guarantor, entered into the Third Amendment to Credit Agreement (the “Amendment”) with Wells Fargo Capital Finance, LLC, as administrative agent, and the lenders from time to time party thereto, originally dated July 13, 2011 and amended on September 7, 2012 and December 20, 2012. The Amendment amends the “Unused Line Fee Rate” definition to decrease the rate from (i) 0.375% to 0.25% (when the average daily balance of revolver usage during the immediately preceding month (or portion thereof) is greater than 40% of aggregate revolver commitments) and (ii) 0.5% to 0.375% (when the average daily balance of revolver usage during the immediately preceding month (or portion thereof) is less than or equal to 40% of aggregate revolver commitments). It also reduces the aggregate undrawn amount of all outstanding letters of credit that may be outstanding at any time from $100.0 million to $75.0 million.
The foregoing summary of the Amendment is qualified in its entirety to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number | | Description of Exhibit | |
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10.1 | | Third Amendment to Credit Agreement, dated as of May 15, 2013, by and among the Lenders identified on the signature pages thereof, Wells Fargo Capital Finance, LLC, as administrative agent, Boise Cascade Company and the other Borrowers identified on the signature pages thereof | |
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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.
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| BOISE CASCADE COMPANY |
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| By | /s/ John T. Sahlberg |
| | John T. Sahlberg Senior Vice President, Human Resources and General Counsel |
Date: May 21, 2013 | | |
EXHIBIT INDEX
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Exhibit Number | | Description of Exhibit |
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10.1 | | Third Amendment to Credit Agreement, dated as of May 15, 2013, by and among the Lenders identified on the signature pages thereof, Wells Fargo Capital Finance, LLC, as administrative agent, Boise Cascade Company and the other Borrowers identified on the signature pages thereof |
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