As a result, prices

Prices for all of our products are driven by many factors outside of our control and we have little influence over the timing and extent of price changes, which are often volatile. Because marketMarket conditions beyond our control determine the prices for our commodity products, and, as a result, the price for any one or more of these products may fall below our cash production costs, requiring us to either incur short-term losses on product sales or cease production at one or more of our manufacturing facilities. From time to time, we have taken downtime (or slowed production) at some of our mills to balance our production with the market demand for our products, and we may continue to do so in the future. Some of our competitors may also close or reduce production at their operating facilities, some of which could reopen and increase production capacity. This potential supply and demand imbalance could cause prices to fall. Therefore, our profitability with respectability to these products dependsachieve acceptable operating performance and margins is principally dependent on managing our cost structure, particularlymanaging changes in raw materials and energy prices which(which represent the largest componentsa large component of our operating costs and can fluctuate based upon factors beyond our control, as described below.control) and general conditions in the paper market. If the prices of our products decline or if our raw materials or energymaterial costs increase, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Some of our paper products are vulnerable to long-term declines in demand due to competing technologies or both,materials.

Our uncoated freesheet papers and newsprint compete with electronic data transmission, document storage alternatives, and paper grades we do not produce. Increasing shifts to these alternatives have had and are likely to continue to have an adverse effect on traditional print media and paper usage. Neither the timing nor the extent of this shift can be predicted with certainty. Because of these trends, demand for paper products may shift from one grade of paper to another or be eliminated altogether. Demand for our containerboard may also decline as corrugated paper packaging may be replaced with other packaging materials, such as plastic.

We face strong competition in our markets.

The paper and packaging and newsprint industries are highly competitive. We face competition from numerous competitors, domestic as well as foreign. Some of our competitors are large, vertically integrated companies that have greater financial and other resources, greater manufacturing economies of scale, greater energy self-sufficiency or lower operating costs, compared with our company. We may be unable to compete with other companies in the market during the various stages of the business cycle and particularly during any downturns. Some of the factors that may adversely affect our ability to compete in the markets in which we participate include the entry of new competitors (including foreign producers) into the markets we serve, our competitors’ pricing strategies, our failure to anticipate and respond to changing customer preferences and our inability to maintain the cost-efficiency of our facilities.

Increases in the cost of our raw materials, including wood fiber, chemicals and energy could affect our profitability.

We rely heavily on raw materials, including wood fiber and chemicals and energy sources, such as natural gas and electricity. Our profitability has been, and will continue to be, affected by changes in the costs and availability of such raw materials. For most of our products, the relationship between industry supply and demand, rather than changes in the cost of raw materials, determines our ability to increase prices. Consequently, we may decline,be unable to pass increases in our operating costs on to our customers in the short term. Any sustained increase in raw material costs, coupled with our inability to increase prices, would reduce our operating margins and potentially require us to limit or cease operations of one or more of our sales and profitability could be materially and adversely affected.machines or facilities.

Our manufacturing businesses may have difficulty obtaining timber at favorable prices, or at all.

Wood fiber is our principal raw material, comprisingaccounting for approximately 27% and 17%, 13% and 30%respectively, of the aggregate amount of materials, labor and other operating expenses, andincluding fiber costs, from related parties for our Paper and Packaging & Newsprintsegments for the year ended December 31, 2009, and Wood Products segments,32% and 17%, respectively, during 2004.for the three months ended March 31, 2010. Wood fiber is a commodity, and prices have historically have been cyclical. Environmental litigationIn addition, wood

fiber, including wood chips, sawdust and regulatory developments have caused, and may causeshavings, is a byproduct in the future, significant reductionsmanufacture of building products, and the availability of wood fiber is often negatively affected if demand for building products declines. Severe or sustained shortages of fiber could cause us to curtail our own operations, resulting in the amount of timber available for commercial harvest in the United States. These reductions have caused the closure of plywoodmaterial and lumber operations in some of the geographic areas in which we operate, including the closure of two facilities previously operated by OfficeMax. In addition, futureadverse effects on our sales and profitability. Future domestic or foreign legislation and litigation concerning the use of timberlands, the protection of endangered species the promotion ofand forest health and the response to and prevention of catastrophic wildfires couldcan also affect timber supplies.log and fiber supply. Availability of harvested timberlogs and fiber may be further be limited by fire, insect infestation, disease, ice storms, wind storms, hurricanes, flooding and other natural and man made causes, thereby reducing supply and increasing prices. Wood fiber pricing is subject to regional market influences, and our cost of wood fiber may increase in particular regions due to market shifts in those regions. In addition, our ability to obtain wood fiber from Brazil may be impacted by legal and political conditions in that country as well as transportation difficulties. Any sustained increase in wood fiber prices would increase our operating costs, and we may be unable to increase prices

Energy accounts for our products in response to increased wood fiber costs due to additional factors affecting the demand or supply of these products.

          Over the past three years, the timberlands operations provided, on average, approximately 47% of our wood fiber requirements. In connection with the Timberlands Sale, we entered into long-term supply agreements pursuant to which we expect to obtain a significant portion of our future wood fiber requirements. We purchase substantially all of our wood fiber from third parties, either pursuant to these supply agreements or in the open market. If any of our major suppliers of wood fiber stops selling or is unable to sell wood fiber to us, our financial condition and operating results would suffer. As a result of the Timberlands Sale, we have increased our open-market purchases of wood fiber. Since we have not historically made open-market purchases of wood fiber in such large amounts, our wood fiber costs may exceed our historical costs. For example, due to increased costs associated with the procurement of wood fiber, such as higher transportation costs and costs related to identifying potential vendors, we estimate that our wood fiber costs would have been $8 million to $12 million higher in 2004 had the Timberlands Sale been completed on January 1, 2004. Furthermore, as the amount of wood fiber we purchase pursuant to existing supply agreements declines, our wood fiber costs may increase further as we increase our reliance on open-market purchases. In addition, our limited access to an internal supply of timber could expose us to the effects of short-term price volatility and limit our flexibility in responding to shortages in wood fiber supply, and could cause our operating costs to increase to a greater extent than those of our competitors that own timberlands. If we experience constraints on our timber

supply for any of these or other reasons, we would be required to limit production in and/or close manufacturing facilities.

An increase in the cost of our purchased energy or chemicals would lead to higher manufacturing costs, thereby reducing our margins.

          Energy is one of our most significant raw materials, comprising approximately 13%, 12% and 3%10%, respectively, of the aggregate amount of materials, labor and other operating expenses, andincluding fiber costs, from related parties for our Paper and Packaging & Newsprintsegments for the year ended December 31, 2009, and Wood Products segments,15% and 14% respectively, during 2004.for the three months ended March 31, 2010. Energy prices, particularly for electricity, natural gas and fuel oil, have been volatile in recent years and currently exceed historical averages.years. These fluctuations impactaffect our manufacturing costs and can contribute significantly to earnings volatility. While we purchase substantial portions of our energy under supply contracts, many of these contracts rely on market pricing. We estimate that a hypothetical 10% increase in electricity, natural gas and fuel oil costs would have reduced our operating income by approximately $27 million and $8 million for the year ended December 31, 2004.

Other raw materials we use include various chemical compounds, such as starch, caustic soda, precipitated calcium carbonate, sodium chlorate and sodium hydroxide, dyes, resins and adhesives.dyes. Purchases of chemicals comprisedaccounted for approximately 12%15% and 7%, 3% and 5%respectively, of the aggregate amount of materials, labor and other operating costs andexpenses, including fiber costs, from related parties for our Paper and Packaging & Newsprintsegments for the year ended December 31, 2009, and Wood Products segments,14% and 5%, respectively, during 2004.for the three months ended March 31, 2010. The costs of these chemicals have been volatile historically and are influenced by capacity utilization, energy prices and other factors beyond our control.

Risk Related to Our Operations

We depend on OfficeMax for a significant portion of our business.

Our largest customer, OfficeMax, accounted for approximately 28% and 26% of our total sales in the year ended December 31, 2009 and the three months ended March 31, 2010, respectively. In October 2004, OfficeMax agreed to purchase, from our Predecessor, its full North American requirements for cut-size office paper, to the extent we choose to supply such paper to them, through December 2012. If this contract is not renewed or not renewed on terms similar to the existing terms, our future business operations may be adversely affected. If OfficeMax was unable to pay, our financial performance could be affected significantly and negatively. Any significant deterioration in the financial condition of OfficeMax or a significant change in its business that would affect its willingness to continue to purchase our products could have a material adverse effect on our business, financial condition, results of operations and cash flows.

A material disruption at one of our manufacturing facilities could prevent us from meeting customer demand, reduce our sales or negatively affect our net income.

Any of our manufacturing facilities, or any of our machines within an otherwise operational facility, could cease operations unexpectedly due to a number of events, including:

Any such downtime or facility damage could prevent us from meeting customer demand for our products or require us to make unplanned capital expenditures. If our machines or facilities were to incur significant downtime, our ability to meet our production capacity targets and satisfy customer requirements would be impaired, resulting in lower sales and having a negative effect on our financial results.

Labor disruptions or increased labor costs could materially adversely affect our business.

While we believe we have good labor relations, we could experience a material labor disruption, strike or significantly increased labor costs at one or more of our facilities, either in the course of negotiations of a labor agreement or otherwise. Any of these situations could prevent us from meeting customer demands or result in increased costs, thereby reducing our sales and profitability. As of March 31, 2010, we had approximately 4,100 employees. Approximately 60% of these employees work pursuant to collective bargaining agreements. As of March 31, 2010, approximately 33% of our employees were working pursuant to collective bargaining agreements that have expired or will expire within one year, including agreements at the following facility locations: Wallula, Washington; DeRidder, Louisiana; Jackson, Alabama; St. Helens, Oregon; and Nampa, Idaho. The labor contract at our paper mill in Wallula, Washington (332 employees represented by the Association of Western Pulp & Paper Workers (the “AWPPW”)) expired in March 2009 and was terminated by the AWPPW in October 2009. In February 2010, the union employees at Wallula rejected a new collective bargaining agreement that union leadership had recommended unanimously, and we declared an impasse in the bargaining process and implemented the terms of the last contract offer. We are currently negotiating the labor contract at our mill in DeRidder, Louisiana (387 employees represented by the United Steelworkers), which expired in February 2010, and at our mill in St. Helens, Oregon (122 employees represented by the AWPPW), which expired in March 2010.

Our potential inability to reach a mutually acceptable labor contract at any of our other facilities, could result in, among other things, strikes or other work stoppages or slowdowns by the affected employees. While the company has in place contingency plans to address labor disturbances, we could experience disruption to our operations that could have a material adverse effect on our results of operations, financial condition and liquidity. Future labor agreements could increase our costs of healthcare, retirement benefits, wages and other employee benefits. Additionally, labor issues that affect our suppliers could also have a material adverse effect on us if those issues interfere with our ability to obtain raw materials on a cost-effective and timely basis.

We are subject to significant environmental, health and safety laws and regulations, as well as other environmental liabilities, the cost of which could adversely affect our business and results of operation.

We are subject to a wide range of general and industry-specific environmental, health and safety laws and regulations, particularly with respect to air emissions, waste water discharges, solid and hazardous waste management and site remediation. If we fail to comply with these laws and regulations, we may face civil or criminal fines, penalties or enforcement actions, including orders limiting our operations or requiring corrective measures, installation of pollution control equipment or other remedial actions.

We anticipate that governmental regulation of our operations will continue to become more burdensome and that we will continue to incur significant capital and operating expenditures in order to maintain compliance with

applicable laws. For example, we may be affected if laws concerning climate change are enacted that regulate greenhouse gas (“GHG”) emissions. Such laws may require buying allowances for mill GHG emissions or capital expenditures to reduce GHG emissions. Because environmental regulations are not consistent worldwide, our capital and operating expenditures for environmental compliance may adversely affect our ability to compete.

Some of our properties have a long history of industrial operations. As an owner and operator of real estate, we may also be liable under environmental laws for cleanup and other damages, including tort liability, resulting from releases of hazardous substances on or from our properties or locations where we have disposed of wastes. We may have liability under these laws whether or not we knew of or were responsible for the presence of these substances on our property, and in some cases, our liability may exceed the value of the property.

During the year ended December 31, 2009, capital expenditures for environmental compliance were $2.2 million. We expect to spend approximately $1.4 million on environmental items in 2010. Enactment of new environmental laws or regulations or changes in existing laws or regulations might require significant additional expenditures. We may be unable to generate funds or other sources of liquidity and capital to fund unforeseen environmental liabilities or expenditures.

We may engage in future acquisitions that could materially affect our business, operating results and financial condition.

We may seek to acquire other businesses, products, or assets. However, we may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not strengthen our competitive position or achieve our goals. Acquisitions may disrupt our ongoing operations, divert management from day-to-day responsibilities, increase our expenses, and adversely affect our business, operating results and financial condition. Future acquisitions may reduce our cash available for operations and other uses. There can be no assurance that we will be able to manage the integration of acquired businesses effectively or be able to retain and motivate key personnel from those businesses. Any difficulties we encounter in the integration process could increase our expenses and have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Economic and Financial Factors

We have substantial indebtedness, and our ability to repay our debt is dependent on our ability to generate cash from operations.

As discussed below in “—Risks Related to the New Notes”, we have a high level of indebtedness. This level of indebtedness will require us to devote a material portion of our cash flow to our debt service obligations. Our ability to repay our indebtedness and to fund planned capital expenditures depends on our ability to generate cash from future operations. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. For example, decreases in the demand for paper products, deterioration in the general economy and weakness in any of our product markets negatively affect our business and our ability to generate cash. As a result, it is possible we will not generate sufficient cash flow from our operations to enable us to repay our indebtedness, make interest payments and fund other liquidity needs. If we do not generate sufficient cash flow to meet these requirements, it would affect our ability to operate as a going concern. If we are unable to generate sufficient cash flow to meet our debt service and other cash obligations, we may need to obtain additional debt, refinance all or a portion of our indebtedness on or before maturity, sell assets or raise equity. We may not be able to obtain additional debt, refinance any of our indebtedness, sell assets or raise equity on commercially reasonable terms or at all, which could cause us to default on our obligations and materially impair our liquidity. Our inability to generate sufficient cash flow to satisfy our debt obligations, to obtain additional debt or to refinance our obligations on commercially reasonable terms would have a material adverse effect on our business, financial condition and results of operations.

Our operations require substantial capital, and we may not have adequate capital resources to provide for all of our capital requirements.

Our businesses are capital-intensive, and we regularly incur capital expenditures to maintain our equipment, increase our operating efficiency and comply with environmental laws. In addition, significant amounts of capital are required to modify our equipment to produce alternative or additional products or to make significant improvements in the characteristics of our current products. During the year ended December 31, 2009, our total capital expenditures, excluding acquisitions, were $77.1 million. We expect to spend approximately $100 million on capital expenditures for 2010 excluding acquisitions and extraordinary capital improvements. We currently expect our capital expenditures to be between $90 million and $120 million annually over the next five years, excluding acquisitions and extraordinary capital improvements.

If we require funds for operating needs and capital expenditures beyond those generated from operations, we may not be able to obtain them on favorable terms or at all. In addition, our debt service obligations will reduce our available cash flows. If we cannot maintain or upgrade our equipment as necessary for our continued operations or as needed to ensure environmental compliance, we could be required to cease or curtail some of our manufacturing operations, or we may become unable to manufacture products that can compete effectively in one or more of our markets.

A default under our indebtedness may have a material adverse effect on our business and financial condition.

In the event of a default under our Credit Facilities, the indenture governing the 9% Notes or the indenture governing the old notes and the new notes, the lenders or respective holders generally would be able to declare all such indebtedness, together with interest, to be due and payable. In addition, borrowings under the Credit Facilities are secured by first-priority liens on all of the assets of our subsidiaries that guarantee, or are borrowers under, our Credit Facilities, and in the event of a default under those facilities, the lenders generally would be entitled to seize the collateral. Moreover, upon an event of default, the commitment of the lenders to make any further loans would be terminated. Accordingly, a default under any debt instrument, unless cured or waived, would likely have a material adverse effect on our overall business, the results of our operations and our financial condition.

If we became unable to meet our financial obligations, it could also cause concern for our customers, vendors or trade creditors. If any significant customer, vendor or trade creditor changed its relationship with us by stopping work, ceasing sales, requiring sales on cash terms or making other changes, these changes would materially affect our cash flows and results of operations.

We anticipate significant future funding obligations for pension benefits.

In December 2008, we enacted a freeze on our defined benefit pension plan for salaried employees (the “Salaried Plan”); however, we continue to maintain defined benefit pension plans for most of our union employees. Despite the freeze of the Salaried Plan, we will continue to have significant obligations for pension benefits. As of March 31, 2010, our pension assets had a market value of $315 million, compared with $302 million at December 31, 2009. In March 2010, we made a $5.5 million voluntary cash contribution to our qualified pension plans. Assuming a return on plan assets of 7.25% in 2010 and 2011, and the minimum contributions are made in both years, we estimate that we will be required to contribute approximately $1 million in 2010 and approximately $21 million in 2011. The amount of required contributions will depend, among other things, on actual returns on plan assets, changes in interest rates that affect our discount rate assumptions, changes in pension funding requirement laws and modifications to our plans. Our estimates may change materially depending upon the impact of these and other factors, and the amount of our contributions may adversely affect our cash flows, financial condition and results of operations.

Risks Relating to the Exchange Offer

Holders who fail to exchange their old notes will continue to be subject to restrictions on transfer and may have difficulty selling the old notes that they do not exchange.

If you do not exchange your old notes for new notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your old notes described in the legend on your old notes. The restrictions on transfer of your old notes arise because we issued the old notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the old notes if they are registered under the Securities Act and applicable state securities laws, are offered and sold under an exemption from registration under the Securities Act and applicable state securities laws or are offered or sold in a transaction not subject to the Securities Act and applicable state securities laws. We do not plan to register the old notes under the Securities Act. To the extent old notes are tendered and accepted in the exchange offer, the trading market, if any, for the old notes may be adversely affected. For further information regarding the consequences of not tendering your old notes in the exchange offer, see “The Exchange Offer—Consequences of Exchanging or Failing to Exchange Old Notes.”

Some holders who exchange their old notes may be deemed to be underwriters and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

If you exchange your old notes in the exchange offer for the purpose of participating in a distribution of the new notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. See “Plan of Distribution.”

Late deliveries of old notes or any other failure to comply with the exchange offer procedures could prevent a holder from exchanging its old notes.

Noteholders are responsible for complying with all exchange offer procedures. The issuance of new notes in exchange for old notes will only occur upon completion of the procedures described in this prospectus under “The Exchange Offer.” Therefore, holders of old notes who wish to exchange them for new notes should allow sufficient time for timely completion of the exchange procedures. Neither we nor the exchange agent are obligated to extend the offer or notify you of any failure to follow the proper procedures.

Risks Related to the New Notes

Neither the Issuers’ nor the guarantors’ assets will secure the new notes, and consequently the new notes will be effectively subordinated to the Issuers’ and the guarantors’ existing and future secured indebtedness.

The new notes are unsecured and rank behind all of the Issuers’ and the guarantors’ senior secured indebtedness to the extent of the value of the assets securing such indebtedness. As a result, upon any distribution to our creditors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or our property, the holders of secured debt, including the lenders under our Credit Facilities, will be entitled to exercise the remedies available to a secured lender under applicable law and pursuant to the instruments governing such debt and to be paid in full from the assets securing that secured debt before any payment may be made with respect to the new notes. In that event, because the new notes will not be secured by any of the Issuers’ or the guarantors’ assets, it is possible that there will be no assets from which claims of holders of the new notes can be satisfied or, if any assets remain, that the remaining assets will be insufficient to satisfy those claims in full. If the value of such remaining assets is less than the aggregate outstanding principal amount of the new notes and all other debt rankingpari passu with the new notes, including the old notes and the 9% Notes, we may be unable to fully satisfy our obligations under the new notes. In addition, if we fail to meet our payment or other obligations under

our secured debt, the holders of that secured debt would be entitled to foreclose on our assets securing that secured debt and liquidate those assets. Accordingly, we may not have sufficient funds to pay amounts due on the new notes. As a result, you may lose a portion of or the entire value of your investment in the new notes.

Substantially all of the assets of the Issuers and the guarantors of the new notes are subject to liens under our Credit Facilities. On an as adjusted basis, giving effect to the exchange of the new notes for the old notes as of March 31, 2010, the new notes would have been effectively subordinated to approximately $192 million of senior secured debt and $227.9 million, which is net of $22.1 million of outstanding letters of credit, would have been available for borrowing as additional senior secured debt under our Credit Facilities. Further, the terms of the new notes permit us to incur additional secured indebtedness. Your new notes will be effectively subordinated to any such additional secured indebtedness.

Our substantial indebtedness could adversely affect our financial health, which could reduce the value of our securities.

As of March 31, 2010, our total indebtedness was $792.2 million. We may issue more debt securities or refinance existing debt securities if available on favorable terms.

Our substantial indebtedness could have important consequences to you. For example, it could:

Failing to comply with those covenants could result in an event of default, which, if not cured or waived, could cause us to have to discontinue operations or seek a purchaser for our business or assets.

If we cannot make scheduled payments on our debt, we will be in default and, as a result, holders of our debt could declare all outstanding principal and interest to be due and payable, the lenders under our Credit Facilities could terminate their commitments to loan money and foreclose against the assets securing the borrowings under such Credit Facilities and we could be forced into bankruptcy or liquidation, in each case, which could result in your losing your investment in the new notes.

Despite our existing indebtedness, we may still incur more debt, which could exacerbate the risks described above.

We may be able to incur substantial additional indebtedness in the future. Although covenants under the indentures governing the new notes and the 9% Notes and the credit agreements governing our Credit Facilities limit the ability of the Issuers and the guarantors to incur certain additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. In addition, the indentures do not limit the incurrence of obligations that do not constitute “indebtedness” as defined therein. Following the exchange of the old notes for the new notes we expect that $227.9 million will be available to us for borrowing under our Revolving Credit Facility, subject to

certain conditions, including compliance with certain financial covenants. To the extent that we incur additional indebtedness or such other obligations, the risks associated with our leverage described above, including our possible inability to service our debt, including the new notes, would increase.

Boise Paper Holdings is a holding company, and therefore its ability to repay the new notes is dependent on cash flow generated by its subsidiaries and its subsidiaries’ ability to make distributions to Boise Paper Holdings.

Boise Paper Holdings conducts all of its operations through its subsidiaries, certain of which will not be guarantors of the new notes. Boise Co-Issuer was formed solely for the purpose of facilitating the offering of the old notes and will have only de minimis assets and no operations. BZ Holdings is a holding company with no operations, whose assets consist solely of the equity interests of Boise Paper Holdings. Accordingly, repayment of the Issuers’ indebtedness, including the new notes, is dependent on the generation of cash flow by the subsidiaries of Boise Paper Holdings and the ability of such subsidiaries to make such cash available to Boise Paper Holdings, by dividend, debt repayment or otherwise. Such subsidiaries may not be able to, or may not be permitted to, make distributions to enable Boise Paper Holdings to make payments in respect of its indebtedness, including the new notes. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit Boise Paper Holdings’ ability to obtain cash from subsidiaries. While the indenture governing the new notes limits the ability of certain subsidiaries of Boise Paper Holdings to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to Boise Paper Holdings, those limitations are subject to certain qualifications and exceptions. In the event that Boise Paper Holdings does not receive distributions from its subsidiaries, it may be unable to make required principal and interest payments on its indebtedness, including the new notes.

BZ Holdings is a holding company with no independent operations and no assets other than the equity interests of Boise Paper Holdings, and therefore its ability to make payment on its guarantee of the new notes in the event of a default is likely to be extremely limited.

BZ Holdings is a holding company with no independent operations and no assets other than the equity interests of Boise Paper Holdings. Consequently, in the event that the Issuers default on their obligations under the new notes, holders of the new notes are unlikely to realize material value upon enforcement of BZ Holdings’ guarantee of the new notes.

The new notes will be structurally subordinated to all indebtedness of those of BZ Holdings’ existing or future subsidiaries (other than the Issuers) that are not, or do not become, guarantors of the new notes.

The new notes will, subject to certain exceptions, be guaranteed by BZ Holdings, which is a holding company with no operations and whose assets consist solely of the equity interests of Boise Paper Holdings, and each existing and subsequently acquired or organized subsidiary of BZ Holdings (other than the Issuers and Boise Finance) that is a borrower under or a guarantor of our Credit Facilities. Except for such guarantors of the new notes and the Issuers, the subsidiaries of BZ Holdings will have no obligation, contingent or otherwise, to pay amounts due under the new notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payment. The new notes will therefore be structurally subordinated to all indebtedness and other obligations of any non-guarantor subsidiary (other than the Issuers) such that, in the event of insolvency, liquidation, reorganization, dissolution or other winding up of any such subsidiary, all of such subsidiary’s creditors (including trade creditors and preferred stockholders, if any) would be entitled to payment in full out of such subsidiary’s assets before the holders of the new notes would be entitled to any payment.

Under certain circumstances, subsidiary guarantees may be released.

Those subsidiaries that provide, or will provide, guarantees of the new notes will be automatically released from such guarantees upon the occurrence of certain events, including the following:

If any such subsidiary guarantee is released, no holder of the new notes will have a claim as a creditor against any such subsidiary and the indebtedness and other liabilities, including trade payables and preferred stock, if any, of such subsidiary will be effectively senior to the claim of any holders of the new notes. See “Description of the New Notes—Guarantees” and “—Future Subsidiary Guarantors.”

Parent will not provide a guarantee of the new notes.

Our indebtedness imposes restrictive covenants on us, and a default under our debt agreements could have a material adverse effect on our business and financial condition.

Our Credit Facilities require BZ Holdings and its subsidiaries, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests. These tests include an interest coverage ratio test, a leverage ratio test and a first lien secured leverage ratio test. In addition, our Credit Facilities, the indenture governing the 9% Notes and the indenture governing the new notes restrict, among other things, the ability of BZ Holdings and its subsidiaries to create additional liens on assets, make investments or acquisitions, pay dividends, incur additional indebtedness, sell assets, including capital stock of subsidiaries, make capital expenditures, place restrictions on the ability of such subsidiaries to make distributions, enter into transactions with our affiliates, enter into new lines of business and engage in consolidations, mergers or sales of substantially all of our assets. We will need to seek permission from the lenders under our indebtedness to engage in specified corporate actions. The lenders’ interests may be different from our interests and those of the holders of the new notes, and no assurance can be given that we will be able to obtain the lenders’ permission when needed.

Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants. Failure to comply with these covenants (or similar covenants contained in future financing agreements) could result in a default under the Credit Facilities, the indenture governing the 9% Notes, the indenture governing the old notes and the new notes and other agreements containing cross-default provisions, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations. A default would permit lenders or holders to accelerate the maturity of the debt under these agreements and to foreclose upon any collateral securing the debt and to terminate any commitments to lend. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations, including the obligations of the Issuers under the new notes. In addition, the limitations imposed by financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing.

In the event of any default under our Credit Facilities, the lenders thereunder:

any of which could ultimately result in an event of default under the new notes.

If our indebtedness were to be accelerated, our assets may not be sufficient to repay such indebtedness in full. In such circumstances, we could be forced into bankruptcy or liquidation and, as a result, you could lose your investment in the new notes. See “Description of Other Indebtedness” and “Description of the New Notes.”

Federal and state statutes could allow courts, under specific circumstances, to avoid the new notes or any of the guarantees and require noteholders to return payments received from the Issuers or the guarantors to the Issuers or the guarantors or to a fund for the benefit of their respective creditors, or subordinate the new notes or guarantees to other claims of the Issuers or guarantors.

Under Federal bankruptcy law and comparable provisions of state fraudulent transfer laws, the new notes or any of the guarantees thereof could be avoided, or claims in respect of the new notes or any of the guarantees could be subordinated to all other debts of the Issuers or the guarantors if, among other things, the Issuers or the applicable guarantor:

As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied. A court would likely find that the Issuers or a guarantor did not receive reasonably equivalent value or fair consideration for the new notes or its guarantee, respectively, if the Issuers or such guarantor did not substantially benefit directly or indirectly from the issuance of the new notes or the incurrence of the guarantees.

We cannot be certain as to the standards a court would use to determine whether any of the Issuers or guarantors was solvent at the relevant time or, regardless of the standard that a court uses, whether the new notes or the guarantees would be subordinated to any of the Issuers’ or guarantors’ other debt. In general, however, a court would deem an entity insolvent if:

If a court were to avoid the issuance of the new notes or the incurrence of the guarantees as the result of a fraudulent transfer or conveyance, the court could direct that holders of the new notes return any amounts paid under the new notes or the guarantees to the applicable Issuer or guarantor or to a fund for the benefit of its creditors, or subordinate the new notes or guarantees to other claims of the Issuers or guarantors.

Each guarantee will contain a provision intended to limit the guarantor’s liability to the maximum amount that it could incur without rendering the incurrence of obligations under its guarantee a fraudulent transfer. This provision may not be effective to protect the guarantees from being avoided or subordinated under fraudulent transfer or conveyance law.

There is no public market for the new notes, and we do not know if a market will ever develop or, if a market does develop, whether it will be sustained.

The new notes are a new issue of securities, and there is no existing trading market for the new notes. Accordingly, we cannot assure you that a liquid market will develop for the new notes, that you will be able to sell your new notes at a particular time or that the prices that you receive when you sell the new notes will be favorable.

We do not intend to apply for listing or quotation of the new notes on any securities exchange or stock market. The liquidity of the new notes and the market price of the new notes will depend on a number of factors, including:

Recently, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of these securities. We cannot assure you that the market for the new notes will be free from similar disruptions. Any such disruptions could have an adverse effect on holders of the new notes.

We may be unable to purchase the new notes upon a change of control.

Upon a change of control, as defined in the indenture governing the new notes, the Issuers are required to offer to purchase all of the new notes then outstanding for cash at 101% of the principal amount thereof plus accrued and unpaid interest, if any. If a change of control occurs, we may not have sufficient funds to pay the change of control purchase price, and we may be required to secure third party financing to do so. We may not be able to obtain this financing on commercially reasonable terms, or on terms acceptable to us, or at all. A change of control would also require that we offer to repurchase all of the old notes and the 9% Notes then outstanding for cash at 101% of the principal amount thereof plus accrued and unpaid interest, if any. In addition, a change of control under the indenture would result in an event of default under our Credit Facilities, which may cause the acceleration of that indebtedness or our other indebtedness. Our future indebtedness may also contain restrictions on our ability to repurchase the new notes upon certain events, including transactions that would constitute a change of control under the indenture. The Issuers’ failure to repurchase the new notes upon a change of control would constitute an event of default under the indenture.

The change of control provisions in the indenture governing the new notes may not protect you in the event we consummate a highly leveraged transaction, reorganization, restructuring, merger or other similar transaction, unless such transaction constitutes a change of control under the indenture. Such a transaction may not involve a change in voting power or beneficial ownership or, even if it does, may not involve a change in the magnitude required under the definition of change of control in the indenture to trigger the Issuers’ obligation to repurchase the new notes. Except as otherwise described above, the indenture does not contain provisions that permit the holders of the new notes to require the Issuers to repurchase or redeem the new notes in the event of a takeover, recapitalization or similar transaction. See “Description of the New Notes—Change of Control.”

Holders of the new notes may not be able to determine when a change of control giving rise to their right to have the new notes repurchased has occurred following a sale of “substantially all” of the assets of BZ Holdings or Boise Paper Holdings.

The definition of change of control in the indenture governing the new notes includes a phrase relating to the sale of “all or substantially all” of the assets of BZ Holdings or Boise Paper Holdings (determined on a

consolidated basis). There is no precise, established definition of the phrase “substantially all” under applicable law. Accordingly, the ability of a holder of new notes to require the Issuers to repurchase its new notes as a result of a sale of less than all of the assets of BZ Holdings or Boise Paper Holdings to another person may be uncertain.

Changes in our credit rating or in the rating assigned by a rating agency to the new notes could adversely affect the market price or liquidity of the new notes.

Credit rating agencies continually revise their ratings for the companies that they follow, including us. The credit rating agencies also evaluate our industry as a whole and may change their credit ratings for us based on their overall view of our industry. We cannot be sure that credit rating agencies will maintain their ratings on the new notes. A negative change in our ratings could have an adverse effect on the price of the new notes.

The new notes will be rated by nationally recognized statistical rating agencies. We cannot assure you that any rating assigned will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, circumstances relating to the basis of the rating, such as adverse changes in our business, so warrant. Any lowering or withdrawal of a rating by a rating agency could reduce the liquidity or market value of the new notes.

If a bankruptcy petition were filed by or against the Issuers or any of the guarantors, holders of the new notes may receive a lesser amount for their claim than they would have been entitled to receive under the indenture governing the new notes.

Because the original issue price for the old notes was less than the principal amount of the old notes or the new notes, the claim by holders of the new notes for the principal amount of the new notes in a bankruptcy or reorganization case may be limited to an amount equal to the sum of:

Under these circumstances, holders of new notes would receive a lesser amount as compared with the amount that they would be entitled to receive had the new notes been held to maturity.

USE OF PROCEEDS

We will not receive any cash proceeds from the exchange offer. In consideration for issuing the new notes, we will receive in exchange the old notes of like principal amount. The old notes surrendered in exchange for the new notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the new notes will not result in any change in our indebtedness.

The net proceeds of the sale of the old notes were approximately $288.9 million, after deducting the original issue discount, the initial purchasers’ discounts and estimated fees and expenses payable by us.

We used the net proceeds from the offering of the old notes, together with then-available cash on hand, (i) to repay all $301.7 million outstanding under our Tranche B Term Loan Facility maturing in 2014 plus accrued and unpaid interest thereon and (ii) to pay fees and expenses related to the offering of the old notes.

CAPITALIZATION

The following table sets forth Boise’s consolidated cash and capitalization as of March 31, 2010, on an actual basis. You should read the data set forth in the table below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited quarterly financial statements and the accompanying notes appearing elsewhere in this prospectus.

RATIO OF EARNINGS TO FIXED CHARGES

The table below sets forth our ratio of earnings to fixed charges on a consolidated basis for each of the time periods indicated. This ratio shows the extent to which our business generates sufficient earnings after the payment of all expenses other than interest to make required interest payments on our debt.

For the purpose of computing the ratio of earnings to fixed charges, earnings consist of pretax income from continuing operations plus fixed charges. Fixed charges consist of interest, whether expensed or capitalized, amortization of expenses related to indebtedness and the portion of rental expense that is considered to be representative of the interest factors in our leases. Our earnings were inadequate to cover our fixed charges by $19.3 million and $47.7 million for the three months ended March 31, 2010 and the year ended December 31, 2008, respectively. Because debt and interest costs were not allocated to the Predecessor, the Predecessor had no fixed charges, and thus no ratio could be calculated.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table sets forth selected historical consolidated financial data for BZ Holdings and our Predecessor operations for the periods ended and as of the dates indicated below. We have derived the selected historical consolidated financial data of BZ Holdings as of March 31, 2010, December 31, 2009 and 2008 and for the three months ended March 31, 2010 and for the years ended December 31, 2009 and 2008 from our audited and unaudited consolidated financial statements. We have derived the selected historical consolidated financial data of the Predecessor as of December 31, 2007, 2006 and 2005 and for the period from January 1, 2008 through February 21, 2008 and for the years ended December 31, 2007, 2006, and 2005, from the Predecessor’s audited consolidated financial statements.

The following selected historical consolidated financial data (dollars in thousands) should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the accompanying notes thereto appearing elsewhere in this prospectus.