Filed Pursuant to Rule 424(b)(3)
Registration No. 333-155595
PROSPECTUS SUPPLEMENT
(To prospectus dated February 12, 2009)
39,035,777 Shares of Common Stock
This prospectus supplement, which supplements the prospectus dated and filed on February 12, 2009 (the prospectus), relates to the resale from time to time of up to 39,035,777 shares of common stock of Boise Inc. by the selling shareholders identified in the prospectus and this prospectus supplement.
You should read this prospectus supplement in conjunction with the prospectus. This prospectus supplement is not complete without, and may not be delivered or used except in conjunction with, the prospectus. This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information provided by this prospectus supplement supersedes or supplements information contained in the prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is February 23, 2009.
SELLING SHAREHOLDERS
The table of selling shareholders appearing under the caption Selling Shareholders beginning on page 15 of the prospectus is hereby supplemented and amended by adding the information below regarding the selling shareholders identified as the CVR Holders in the prospectus.
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares. Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to the shares of common stock beneficially owned by them. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for the person named below.
|
|
Shares of Common Stock |
|
Number of Shares of |
|
Shares of Common Stock to be |
|
||||
Name of Selling Shareholder |
|
Number |
|
Percentage |
|
Stock Being Offered(1) |
|
Number |
|
Percentage |
|
Sage Master Investments Ltd. |
|
1,081,040 |
|
1.36 |
|
234,511 |
|
846,529 |
|
1.06 |
|
Hound Partners, LLC |
|
295,213 |
|
* |
|
295,213 |
|
0 |
|
* |
|
President and Fellows of Harvard College |
|
1,341,616 |
|
1.68 |
|
183,333 |
|
1,158,283 |
|
1.45 |
|
Sage Master Investments Ltd. II |
|
566,946 |
|
* |
|
123,644 |
|
433,302 |
|
* |
|
Leonardo, L.P. |
|
611, 112 |
|
* |
|
111,111 |
|
500,001 |
|
* |
|
AG Super Fund, LP |
|
856,266 |
|
1.07 |
|
85,627 |
|
770,639 |
|
* |
|
Lazard Capital Markets |
|
58,563 |
|
* |
|
58,563 |
|
0 |
|
* |
|
Pali Capital |
|
333,333 |
|
* |
|
33,333 |
|
300,000 |
|
* |
|
Ramius Enterprise Master Fund Ltd. |
|
28,633 |
|
* |
|
28,633 |
|
0 |
|
* |
|
Basso Multi-Strategy Holding Fund, Ltd. |
|
174,607 |
|
* |
|
24,224 |
|
150,383 |
|
* |
|
Ionic Cap Master Fund Ltd. |
|
22,925 |
|
* |
|
22,925 |
|
0 |
|
* |
|
GAM Arbitrage Investments, Inc. |
|
217,538 |
|
* |
|
21,754 |
|
195,784 |
|
* |
|
AG Super Fund International Partners, L.P. |
|
216,276 |
|
* |
|
21,628 |
|
194,648 |
|
* |
|
RCG Baldwin, LP |
|
18,333 |
|
* |
|
18,333 |
|
0 |
|
* |
|
RCG PB, Ltd. |
|
15,111 |
|
* |
|
15,111 |
|
0 |
|
* |
|
Nutmeg Partners, L.P. |
|
134,226 |
|
* |
|
13,423 |
|
120,803 |
|
* |
|
Richard Rogal |
|
159,444 |
|
* |
|
11,444 |
|
148,000 |
|
* |
|
ICM Business Trust |
|
10,230 |
|
* |
|
10,230 |
|
0 |
|
* |
|
David Boris |
|
88,889 |
|
* |
|
8,889 |
|
80,000 |
|
* |
|
Hammerman Capital Partners, LP |
|
83,333 |
|
* |
|
8,333 |
|
75,000 |
|
* |
|
AG Garden Partners, L.P. |
|
65,640 |
|
* |
|
6,564 |
|
59,076 |
|
* |
|
AG CNG Fund, L.P. |
|
65,640 |
|
* |
|
6,564 |
|
59,076 |
|
* |
|
AG MM, L.P. |
|
39,132 |
|
* |
|
3,913 |
|
35,219 |
|
* |
|
Basso Fund Ltd. |
|
3,554 |
|
* |
|
3,554 |
|
0 |
|
* |
|
AG Princess, L.P. |
|
29,875 |
|
* |
|
2,987 |
|
26,888 |
|
* |
|
PHS Bay Colony, L.P. |
|
28,192 |
|
* |
|
2,819 |
|
25,373 |
|
* |
|
Ramius Select Equity Fund LP |
|
2,556 |
|
* |
|
2,556 |
|
0 |
|
* |
|
PHS Patriot Fund, L.P. |
|
13,886 |
|
* |
|
1,389 |
|
12,497 |
|
* |
|
David McMillan |
|
54,422 |
|
* |
|
1,122 |
|
53,300 |
|
* |
|
Thomas Hehman IRA |
|
20,278 |
|
* |
|
278 |
|
20,000 |
|
* |
|
William Rosenberg |
|
2,111 |
|
* |
|
111 |
|
2,000 |
|
* |
|
(1) |
The selling shareholders are not making any representation that any shares of common stock covered by this prospectus supplement will be offered for sale. The selling shareholders reserve the right to accept or reject, in whole or in part, any proposed sale of shares of common stock. |
S-2