BOISE PAPER HOLDINGS, L.L.C.
BOISE CO-ISSUER COMPANY
1111 West Jefferson Street, Suite 200
Boise, Idaho 83702
June 10, 2010
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | Registration Statement on Form S-4 |
Ladies and Gentlemen:
Pursuant to the Registration Statement on Form S-4 (File Nos. 333-166926 and 333-166926-01 through 333-166926-11) filed on May 18, 2010, in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) enunciated inExxon Capital Holdings Corporation (available May 13, 1988),Morgan Stanley & Co. Incorporated (available June 5, 1991) andShearman & Sterling (available July 2, 1993), Boise Paper Holdings, L.L.C. and Boise Co-Issuer Company and each of the guarantors set forth on the signature page hereto (collectively, the “Registrants”) are registering under the Securities Act of 1933, as amended (the “Securities Act”), an exchange offer (the “Exchange Offer”) of 8% Senior Notes due 2020 that were issued by Boise Paper Holdings, L.L.C. and Boise Co-Issuer Company (the “Issuers”) and guaranteed by each of the other Registrants (the “Guarantors”) on March 19, 2010 (such notes, the “Old Notes”) for the 8% Senior Notes due 2020 to be issued by the Issuers and guaranteed by the Guarantors (the “Exchange Notes”). The Registrants represent as follows:
1. The Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in the ordinary course of its business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer.
2. In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person is participating in the Exchange Offer for the purpose of distributing the Exchange Notes to be acquired in the applicable Exchange Offer, such person (i) cannot rely on the position of the
Staff enunciated inExxon Capital Holdings Corporation (available May 13, 1988) or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.
3. The Registrants acknowledge that such a secondary resale transaction by such person participating in either Exchange Offer for the purpose of distributing the applicable Exchange Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K under the Securities Act.
4. The Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives applicable Exchange Notes in exchange for such Old Notes pursuant to the applicable Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act (as described inShearman & Sterling (available July 2, 1993)) in connection with any resale of such Exchange Notes.
5. The Registrants will include in the transmittal letter or similar documentation to be executed by an exchange offeree the following additional provisions:
(a) | If the exchange offeree is not a broker-dealer, an acknowledgment that it is not engaged in, and does not intend to engage in, a distribution of the applicable Exchange Notes. |
(b) | If the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Old Notes pursuant to the applicable Exchange Offer. |
6. With respect to any broker-dealer that participates in the Exchange Offer with respect to Old Notes acquired for its own account as a result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Registrants or any of the Registrants’ affiliates to distribute the Exchange Notes.
[SIGNATURE PAGE FOLLOWS]
Very truly yours,
BOISE PAPER HOLDINGS, L.L.C. BOISE CO-ISSUER COMPANY BZ INTERMEDIATE HOLDINGS LLC BOISE PACKAGING & NEWSPRINT, L.L.C. BOISE WHITE PAPER, L.L.C. BOISE CASCADE TRANSPORTATION HOLDINGS CORP. BOISE WHITE PAPER SALES CORP. BOISE WHITE PAPER HOLDINGS CORP. BEMIS CORPORATION B C T INC. INTERNATIONAL FALLS POWER COMPANY MINNESOTA, DAKOTA & WESTERN RAILWAY COMPANY | ||||
By: | /S/ KAREN E. GOWLAND | |||
Name: | Karen E. Gowland | |||
Title: | Vice President, General Counsel and Secretary |