8-K

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): August 22, 2023

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 August 23, 2023, Boise Cascade Company (the Company) announced that its wholly-owned subsidiary, Boise Cascade Building Materials Distribution, L.L.C. (BMD) and Firepit Merger Sub, Inc., a wholly-owned subsidiary of BMD (the Merger Sub), entered into an Agreement and Plan of Merger, dated August 22, 2023 (the Merger Agreement) with Brockway-Smith Company (BROSCO), to acquire BROSCO, a wholesale distributor specializing in doors and millwork. Pursuant to the Merger Agreement, the Merger Sub will be merged with and into BROSCO, with BROSCO surviving the merger as a wholly-owned subsidiary of BMD.

The purchase price for the acquisition is $172 million, subject to certain working capital and other closing adjustments. The Company currently plans to finance the acquisition and related expenses with its existing cash balances.

The Merger Agreement contains customary representations, warranties, indemnities, termination rights and closing conditions (including the receipt of antitrust approval under the Hart-Scott-Rodino Act of 1976, as amended (HSR Act)).

The transaction is expected to close early in the fourth quarter of 2023.

On August 23, 2023, the Company issued a press release announcing the acquisition, a copy of which is attached hereto as Exhibit 99.1 to this report.

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	Boise Cascade Company Press Release, dated August 23, 2023.
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 Senior Vice President, General Counsel and Secretary
Date: August 23, 2023

EX-99.1

Exhibit 99.1

Boise Cascade Company

1111 West Jefferson St Ste 300

Boise, ID 83702

News Release

Media Contact Lisa Tschampl 208-384-6552 mediarelations@bc.com Investor Contact Kelly Hibbs 208-384-3638

For Immediate Release: August 23, 2023

Boise Cascade Reaches Agreement to Purchase Brockway-Smith Company

BOISE, Idaho – Boise Cascade Company (Boise Cascade) (NYSE: BCC) announced today that it has reached an agreement to purchase Brockway-Smith Company (BROSCO®), a leading wholesale distributor specializing in doors and millwork. The purchase price for BROSCO, including the acquisition of its two full-scale distribution centers, is $172 million, subject to certain closing adjustments. Boise Cascade plans to fund the transaction and closing-related expenses from its existing cash balances.

BROSCO is a fifth-generation, family-owned company founded in 1890. It operates distribution centers in Hatfield, MA and Portland, ME. In addition to interior and exterior doors, BROSCO’s offerings also include mouldings, railings, windows, stair parts, and composite products.

Boise Cascade currently operates 10 millwork locations in some of the nation’s fastest-growing markets, specializing in exterior and interior doors, frames, hardware, and pre-finishing options.

“BROSCO is a long-standing industry leader in the Northeast region known for high-capacity manufacturing, quality artisanship, and a loyal customer base,” said Jeff Strom, Executive Vice President, Building Materials Distribution. “This acquisition furthers our strategy to expand our millwork business. We are excited to bring this outstanding team on board.”

“Boise Cascade provides BROSCO a unique and exciting opportunity to join a company that is very similar in culture and commitment to customers and associates,” said Charlie Smith, President & CEO of BROSCO. “Boise Cascade is a large and successful organization that will allow all our customers the ability to continue to enjoy the outstanding BROSCO products and service that have been the standard of the Northeast Millwork market for over 130 years.”

Closing of the transaction is expected to be complete in early fourth quarter of 2023, subject to customary closing conditions, including receipt of antitrust approval under the Hart-Scott-Rodino Act of 1976.

Boise Cascade was advised by Wells Fargo Securities, LLC, as financial advisor, and Perkins Coie LLP, as outside legal counsel, in the transaction.

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

Statements in this news release that are not purely historical facts or that necessarily depend on future events, including statements about the expected closing date of the transaction or other statements about anticipations, beliefs, expectations, intentions or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on forward-looking statements. In addition, oral statements made by our directors, officers and employees to the investor and analyst communities, media representatives and others, depending upon their nature, may also constitute forward-looking statements. As with the forward-looking statements included in this release, these forward-looking statements are by nature inherently uncertain, and actual results may differ materially as a result of many factors. All forward-looking statements are based upon information available to Boise Cascade on the date this release was submitted. Boise Cascade undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including risks related to the Company’s ability to close the transaction, including satisfaction of required regulatory approvals, the integration of the acquired assets, the Company’s growth strategies, or the Company’s revenues and operating results being highly dependent on, among other things, new residential construction, commodity wood products prices and the economy. Boise Cascade may not succeed in addressing these and other risks. Further information regarding factors that could affect our financial and other results can be found in the risk factors section of Boise Cascade’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) and in the other reports filed by the Company with the SEC. Consequently, all forward-looking statements in this release are qualified by the factors, risks and uncertainties contained therein.

XML

Document and Entity Information Document	Aug. 22, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 22, 2023
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