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Stockholders to vote on Boise sale

by: Rick Swart, The St. Helens Boise Paper Solutions pulp and paper mill, left, is bundled as part of Aldabra 2 Acquisition’s $1.675 
billion sale offer.

Aldabra 2 Acquisition Corp., the company proposing to buy Boise Cascade Company's paper assets, is expected to close the sale shortly after a special meeting of its stockholders scheduled for Feb. 5, according to information filed with the Security and Exchange Commission.

Six actions are expected to be voted on at the meeting held in New York City, including whether to move forward with the purchase of Boise Cascade's paper division, which includes the St. Helens mill.

The actions to be voted on include:

Adoption of the purchase and sale agreement for $1.675 billion, a figure that consists of cash and stock valuations. At least $1.2 billion of the transaction will be made up of cash.

Increasing the number of common stock shares from 100 million to 250 million.

Changing the name from Aldabra 2 Acquisition Corp. to 'Boise Inc.' Also, this action will delete provisions referring to the company as a 'blank check' corporation, or a corporation formed solely for purchasing of some other corporation or division.

Electing nine members to the newly formed company's board of directors. The elected members will serve until the purchase acquisition is finalized and their successors are elected.

Adopt the 2008 Boise Inc. incentive and performance plan that has the effect of linking the compensation of corporation managers to the economic performance of Boise Inc.

If necessary, to adopt an adjournment proposal that will establish a future date to finalize the purchase.

Aldabra 2 Acquisition issued its final proxy statement to investors on Jan. 23.

Of the initial 100 million stock offering, around 51.8 million shares of common stock had been sold as of the Jan. 16 record date set for the sale.

Aldabra 2 Acquisition Corp. was started by Jason Leight and Nathan Weiss of Terrapin Partners of New York, a firm specializing in venture capital and private investment.

Bonds rated

Lingering concern about the financial slump associated with the downturn in the housing market is being attributed to the speculative bond credit ratings issued to Boise Inc. for its loan agreements.

Both Moody's and Standard and Poor's, two bellwether financial services, assigned less-than-prime status to the loan bonds, signaling a slightly more risky venture for investors.

Moody's assigned Boise Inc. a corporate rating of Ba3 with a positive outlook, and Standard and Poor's gave the company a corporate rating of BB, which classifies it in the 'junk' bond or high-yield bond category, with a stable outlook.

The sharp decline in the housing market and the reduced demand for finished lumber is driving up the cost of wood chips, a major commodity used for paper production purposes.

Goldman Sachs Credit Partners LP and Lehman Brothers, Inc. have jointly provided a commitment letter for 100 percent of the debt financing related to Aldabra's proposed acquisition.

The $1.175 billion financing commitment consists of $925 million of senior secured term loans and a $250 million senior secured revolving credit facility to fund part of the cash portion of the purchase price.

NYSE listing

On Monday, Aldabra 2 Acquisition Corp. announced that it was cleared to file an application listing its common stock on the New York Stock Exchange.

The NYSE listing is subject to Aldabra's successful purchase of Boise Cascade's paper and pulp assets. With the name change to Boise Inc., the company anticipates trading under the ticker 'BZ."