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Investment in Boise Cascade Holdings, L.L.C.
3 Months Ended
Mar. 30, 2013
Investment in Boise Cascade Holdings, L.L.C.

8. Investment in Boise Cascade Holdings, L.L.C.

In connection with the sale of the paper, forest products and timberland assets in 2004, we invested $175 million in affiliates of Boise Cascade, L.L.C. Due to restructurings conducted by those affiliates, our investment is currently in Boise Cascade Holdings, L.L.C., a building products company.

Our investment in Boise Cascade Holdings, L.L.C. (the “Boise Investment”) is accounted for under the cost method, as Boise Cascade Holdings, L.L.C. does not maintain separate ownership accounts for its members’ interests, and we do not have the ability to significantly influence the operating and financial policies of Boise Cascade Holdings, L.L.C. In exchange for investing in Boise Cascade Holdings, L.L.C., we received voting securities and non-voting securities.

A subsidiary of Boise Cascade Holdings, L.L.C., Boise Cascade, L.L.C., filed a registration statement with the SEC in November 2012 to register stock for an initial public offering (the “Boise IPO”). Boise Cascade, L.L.C. completed the Boise IPO on February 11, 2013 and became Boise Cascade Company. In connection with the Boise IPO, Boise Cascade Holdings, L.L.C.’s equity interest in Boise Cascade, L.L.C. was automatically exchanged for 29.7 million shares of common stock of Boise Cascade Company. Subsequent to the Boise IPO, Boise Cascade Holdings, L.L.C. executed a Fourth Amended and Restated Operating Agreement on February 26, 2013, pursuant to which Boise Cascade Holdings, L.L.C.’s existing Series B and Series C common units were exchanged for newly issued common units of Boise Cascade Holdings L.L.C., after which OfficeMax owns 5.9 million of the outstanding 29.7 million common units of Boise Cascade Holdings, L.L.C., representing a 20.01% ownership interest in Boise Cascade Holdings, L.L.C.

The non-voting securities of Boise Cascade Holdings, L.L.C. were redeemed at the original investment amount of $66 million in February 2013. Prior to the redemption, the non-voting securities accrued dividends daily at the rate of 8% per annum on the liquidation value plus the accumulated dividends. These dividends accumulated semiannually to the extent not paid in cash on the last day of June and December. The accumulated dividend receivable of $46.1 million was also collected in February 2013. Our policy was to record the income associated with these dividends as a reduction of operating, selling and general and administrative expenses in the Consolidated Statements of Income, and we recognized dividend income of $1.0 million and $2.1 million during the first three months of 2013 and 2012, respectively.

The income associated with the dividends on the non-voting equity securities ceased in the first quarter of 2013 as a result of the redemption of those securities. The voting securities do not accrue dividends. However, in February 2013, we received a distribution of $17.3 million related to the voting equity securities, which was recorded as a reduction in the carrying value of the Boise Investment. In April of 2013, we received an additional distribution of $4.4 million.

The Boise Investment represented a continuing involvement in the operations of the business we sold in 2004. Therefore, $179.8 million of gain realized from the sale was deferred. The redemption of the non-voting equity securities, as well as the distribution related to the voting equity securities, triggered recognition of a pre-tax operating gain of $85.6 million. The gain was reported, net of fees, as $85.4 million of income in operating expenses (income), net in the Consolidated Statements of Income. The remaining $94.2 million of deferred gain attributable to the voting equity securities will be recognized in earnings as the Company’s investment is reduced.

As of March 30, 2013, based on the trading value of the publicly traded shares of Boise Cascade Company on that date, there was no indication of impairment of the Boise Investment.