Boise Cascade tenders for debt

New York, Oct. 5 - Boise Cascade Corp. said it is offering to spend up to $800 million to buy some of its debt securities and in addition is offering to pay up to $177 million for its senior floating-rate debentures.

In the $800 million portion of the offer, the Boise, Ida. company is offering to buy, in the following order of priority (unless noted the offer is for the entire outstanding issue. All prices are per $1,000 principal amount):

* Up to $300 million of its 6½% senior notes due 2010. The early tender payment is $30.00 and the pricing is based on a 50 basis points spread over the 5¾% Treasury note due 2010;

* Up to $200 million of its 7% senior notes due 2013. The early tender payment is $30.00 and the pricing is based on a 50 basis points spread over the 3 1/8% Treasury note due 2008;

* Up to $100 million of its $150 million 7.05% notes due 2005. The early tender payment is $20.00 and the pricing is based on a 75 basis points spread over the 6¾% Treasury note due 2005;

* Up to $18.505 million of its 7.43% notes due 2005. The early tender payment is $20.00 and the pricing is based on an 80 basis points spread over the 1 5/8% Treasury note due 2005;

* Up to $23.3 million of its 7.48% notes due 2005. The early tender payment is $20.00 and the pricing is based on an 80 basis points spread over the 1¼% Treasury note due 2005;

* Up to $100 million of its $150 million 7½% notes due 2008. The early tender payment is $30.00 and the pricing is based on an 85 basis points spread over the 3% Treasury note due 2007;

* Up to $150 million of its 9.45% debentures due 2009. The early tender payment is $50.00 and the pricing is based on a 100 basis points spread over the 3 3/8% Treasury note due 2009;

* Up to $50 million of its 7.45% notes due 2011. The early tender payment is $30.00 and the pricing is based on a 150 basis points spread over the 5% Treasury note due 2011;

* Up to $52 million of its 7.90% notes due 2012. The early tender payment is $30.00 and the pricing is based on a 150 basis points spread over the 4 7/8% Treasury note due 2012;

* Up to $125 million of its 7.35% debentures due 2016. The early tender payment is $30.00 and the pricing is based on a 150 basis points spread over the 4¼% Treasury note due 2014.

Holders must tender by 5 p.m. ET on Oct. 19 to receive the early tender payment. The tender ends at 5 p.m. ET on Nov. 4.

If the offer is oversubscribed, Boise Cascade will accept bonds in the order shown, pro rating if necessary.

The company will also pay accrued interest up to the settlement date.

Boise Cascade is also soliciting consents from holders of the company's 6½% senior notes due 2010 and 7% senior notes due 2013 to amend the indenture. Consent of two-thirds of the holders is required for the changes, which will eliminate substantially all of the restrictive covenants, certain events of default, and related provisions.

Banc of America Securities LLC is the dealer manager and solicitation agent for the offer (contact High Yield Special Products at 888 292-0070 or call collect 212 847-5834). D.F. King & Co., Inc. is the information agent (800 901-0068 or call collect 212 269-5550).

In addition, Boise Cascade is offering to pay up to $177 million for its outstanding senior floating-rate debentures due 2006.

Holders who tender by 5 p.m. ET on Nov. 4 will receive $51.25 for each $50 principal amount. If all validly tendered debentures are accepted then substantially all of the restrictive covenants, certain events of default, and related indenture provisions will fall away.

Boise Cascade plans to pay for the repurchases with part of the proceeds from the sale of its paper, forest products and timberland assets to affiliates of Boise Cascade, LLC, a new company formed by Madison Dearborn Partners LLC.

The tender offers are contingent on the successful closing of the transaction with Madison Dearborn, expected by early November.

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