0001328581false00013285812023-10-022023-10-02

Date of Report (Date of Earliest Event Reported): October 2, 2023

(Exact name of registrant as specified in its charter)

(Address of principal executive offices) (Zip Code)

(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:

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:

On October 2, 2023, Boise Cascade Company (the Company) and its wholly-owned subsidiary, Boise Cascade Building Materials Distribution, L.L.C. (BMD) completed the previously announced acquisition of Brockway-Smith Company (BROSCO), a wholesale distributor specializing in doors and millwork.

The purchase price for the acquisition was $172 million, inclusive of estimated working capital at closing of $51 million, which is subject to post-closing adjustments. The Company financed the acquisition and related expenses with cash on hand.

On October 2, 2023, the Company issued a press release announcing the completion of the acquisition, a copy of which is attached hereto as Exhibit 99.1 to this report.

(d) Exhibits

The following exhibits are furnished as part of this Current Report on Form 8-K:

    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.