BOISE CASCADE CO: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

Amendment to the senior secured asset-backed credit facility

On September 9, 2022, Boise Cascade Company (the “Company”) and its principal operating subsidiaries, Boise Cascade Wood Products, LLCand Boise Cascade Building Materials Distribution, LLCas borrowers, and Boise Cascade Wood Products Holding Corp., Coastal Plywood, LLC, Coastal Forest Products LLC,
Coastal Treated Products LLCand Treated Coastal Products – Havana LLCas Guarantors, have entered into the Eighth Amendment to the Amended and Restated Credit Agreement (the “Amendment”) with Wells Fargo Capital Finance, LLCas administrative agent, and the lenders who are sometimes parties thereto, originally dated May 15, 2015 (as amended, restated, supplemented or otherwise modified prior to the date of the Amendment, the “Credit Agreement” and as amended by the Amendment, the “Amended Agreement”). The amended agreement includes a senior secured asset-based revolving credit facility and a term loan.

The Amendment extends the maturity date of the Credit Agreement to the earliest of the following dates: (i) September 9, 2027 and (ii) 90 days prior to the maturity of the Company’s obligations
$400 million 4.875% Senior Notes Due July 1, 2030 (or the maturity date of any authorized refinancing debt or any increased refinancing debt authorized in this respect). In addition, the amendment increases the maximum amount available for revolving loans under the credit agreement from
$350.0 million at $400.0 million. The term loan under the amended agreement remains at $50.0 million.

The amendment also changes the interest rates under the credit agreement. Previously, in the credit agreement, interest rates were based, at the option of the company, either on the LIBOR rate or on the base rate, as defined in the credit agreement, plus a spread on the index. The Amendment replaces the LIBOR rate with a simple daily SOFR and a forward SOFR. Both SOFR options include a credit spread adjustment of 0.10%. The applicable spreads for the credit agreement have not changed. In addition, the Amendment reduced the unused line charge that the Company will pay from 0.25% per annum to 0.20% per annum.

The amendment also changes the borrowing base and certain components of the borrowing base, which is used to determine the amount available under the revolving credit facility under the amended agreement. The Amended Agreement contains a requirement that we meet a Fixed Cost Coverage Ratio (FCCR) of 1:1, applicable only if Excess Availability (as defined in the Amended Agreement) falls below 10% of the Cap line. The Amended Agreement permits us to pay dividends only if, at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the Amended Agreement, and (ii) (x) the pro forma Excess Availability (as defined in the Amended Agreement) is equal to or greater than 20% of the Line Cap or (y) the pro forma Excess Availability is equal to or greater than 15% of the Line Cap line and our fixed charge coverage ratio is greater than or equal to 1:1 on a pro forma basis.

The above summary of the amendment is qualified in its entirety against the full text of the amendment, which will be filed as an attachment to the company’s Form 10-Q for the third quarter of 2022.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set out in point 1.01 above is incorporated by reference in this point 2.03.

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Item 9.01 Financial statements and supporting documents.

(d) Exhibits

The following exhibits are provided as part of this current report on Form 8-K:

Exhibit No.         Description of Exhibit
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

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