OfficeMax receives tenders of $1.046 billion of notes

New York, Nov. 5 - OfficeMax Inc., formerly Boise Cascade Corp., said it received tenders of $1.046 billion principal amount of its notes. It paid a total of $1.171 billion including $125 million of premiums.

OfficeMax had previously increased the size of the offer to $1.1 billion maximum cash payment from the original $800 million.

The response to the tender was as follows, in order of the priority in which the company was offering to buy the notes:

* $286.32 million of its 6½% senior notes due 2010, leaving $13.68 million outstanding. It had been offering to buy up to $300 million at $1,104.59 per $1,000 principal amount plus a possible early tender payment of $30.00. Pricing was based on a 50 basis point spread over the 5¾% Treasury note due 2010;

* $93.607 million of its 7% senior notes due 2013, leaving $106.393 million outstanding. It had been offering to buy up to $200 million at $1,127.88 per $1,000 principal amount plus a possible early tender payment of $30.00. Pricing was based on a 50 basis point spread over the 3 1/8% Treasury note due 2008;

* $106.028 million of its $150 million 7.05% notes due 2005, leaving $43.972 million outstanding. It had been offering to buy up to $110 million at $1,001.71 per $1,000 principal amount plus a possible early tender payment of $20.00. Pricing was based on a 75 basis point spread over the 6¾% Treasury note due 2005;

* $12.679 million of its 7.43% notes due 2005 leaving $5.826 million outstanding. It had been offering to buy up to $18.505 million at $1,020.63 per $1,000 principal amount plus a possible early tender payment of $20.00. Pricing was based on an 80 basis point spread over the 1 5/8% Treasury note due 2005;

* $1.281 million of its 7.48% notes due 2005 leaving $22.019 million outstanding. It had been offering to buy up to $23.3 million at $1,007.73 per $1,000 principal amount plus a possible early tender payment of $20.00. Pricing was based on an 80 basis point spread over the 1¼% Treasury note due 2005;

* $120.344 million of its $150 million 7½% notes due 2008 leaving $29.656 million outstanding. It had been offering to buy up to $125 million at $1,086.14 per $1,000 principal amount plus a possible early tender payment of $30.00. Pricing was based on an 85 basis point spread over the 3% Treasury note due 2007;

* $114.293 million of its 9.45% debentures due 2009 leaving $35.707 million outstanding. It had been offering to buy up to $150 million at $1,180.90 per $1,000 principal amount plus a possible early tender payment of $50.00. Pricing was based on a 100 basis point spread over the 3 3/8% Treasury note due 2009;

* $49.6 million of its 7.45% notes due 2011 leaving $0.4 million outstanding. It had been offering to buy up to $50 million at $1,106.13 per $1,000 principal amount plus a possible early tender payment of $30.00. Pricing was based on a 150 basis point spread over the 5% Treasury note due 2011;

* $17 million of its 7.90% notes due 2012 leaving $35 million outstanding. It had been offering to buy up to up to $52 million at $1,136.82 per $1,000 principal amount plus a possible early tender payment of $30.00. Pricing was based on a 150 basis point spread over the 4 7/8% Treasury note due 2012;

* $100.156 million of its 7.35% debentures due 2016 leaving $24.844 million outstanding. It had been offering to buy up to up to $125 million at $1,124.07 per $1,000 principal amount plus a possible early tender payment of $30.00. Pricing was based a 150 basis point spread over the 4¼% Treasury note due 2014.

The early tender deadline, after an extension, was Oct. 21.

It also received tenders of $144.5 million of its senior floating-rate debentures due 2006, leaving $28 million outstanding.

OfficeMax said it received consents to amend its 6.5% senior notes but not for its 7% senior notes. It said it would take steps to achieve covenant flexibility "through other avenues."

Boise Cascade, as it was then called, said on Oct. 5 it is offering to spend up to $800 million - since upsized - to buy some of its debt securities and in addition is offering to pay up to $177 million for its senior floating-rate debentures.

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

Boise Cascade was 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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