Filed Pursuant to Rule 424(b)(3)
Registration No. 333-155595

 

PROSPECTUS SUPPLEMENT NO. 2

(To prospectus dated February 12, 2009)

 

39,035,777 Shares of Common Stock

 

 

This prospectus supplement, which supplements the prospectus dated and filed on February 12, 2009, as amended and supplemented from time to time (the prospectus), relates to the resale from time to time of up to 39,035,777 shares of common stock of Boise Inc. by the selling shareholders identified in the prospectus and this prospectus supplement.

 

You should read this prospectus supplement in conjunction with the prospectus. This prospectus supplement is not complete without, and may not be delivered or used except in conjunction with, the prospectus. This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information provided by this prospectus supplement supersedes or supplements information contained in the prospectus.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus supplement is April 14, 2009.

 

 

SELLING SHAREHOLDERS

 

The table of selling shareholders appearing under the caption “Selling Shareholders” beginning on page 15 of the prospectus is hereby supplemented and amended by adding the information below regarding the selling shareholders identified as the “CVR Holders” in the prospectus.

 

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares. Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to the shares of common stock beneficially owned by them. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for the person named below.

 

		Shares of Common Stock Beneficially Owned				Number of Shares of Registered Common		Shares of Common Stock to be Beneficially Owned after the Offering
Name of Selling Shareholder		Number		Percentage		Stock Being Offered		Number		Percentage
Sage Master Investments Ltd.		1,081,041		1.35		234,512		846,529		1.06
President and Fellows of Harvard College		1,341,616		1.68		183,333		1,158,283		1.45
Sage Master Investments Ltd. II		566,947		*		123,645		433,302		*
Leonardo, L.P.		611,113		*		111,112		500,001		*
AG Super Fund, LP		856,266		1.07		85,627		770,639		*
Lazard Capital Markets		58,564		*		58,564		0		*
Pali Capital		333,333		*		33,333		300,000		*
Ramius Enterprise Master Fund Ltd.		28,633		*		28,633		0		*
Basso Multi-Strategy Holding Fund, Ltd.		174,607		*		24,224		150,383		*
Ionic Cap Master Fund LTD		22,926		*		22,926		0		*
GAM Arbitrage Investments, Inc.		217,538		*		21,754		195,784		*
AG Super Fund International Partners, L.P.		216,276		*		21,628		194,648		*
RCG Baldwin, LP		18,333		*		18,333		0		*
RCG PB, Ltd.		15,111		*		15,111		0		*
Nutmeg Patners, L.P.		134,226		*		13,423		120,803		*
Richard Rogal		159,444		*		11,444		148,000		*
ICM Business Trust		10,231		*		10,231		0		*
David Boris		88,889		*		8,889		80,000		*
Hammerman Capital Partners, LP		83,334		*		8,334		75,000		*
AG Garden Partners, L.P.		65,640		*		6,564		59,076		*
AG CNG Fund, L.P.		65,640		*		6,564		59,076		*
AG MM, L.P.		39,133		*		3,914		35,219		*
Basso Fund Ltd.		3,554		*		3,554		0		*
AG Princess, L.P.		29,876		*		2,988		26,888		*
PHS Bay Colony, L.P.		28,193		*		2,820		25,373		*
Ramius Select Equity Fund LP		2,556		*		2,556		0		*
PHS Patriot Fund, L.P.		13,886		*		1,389		12,497		*
David McMillan		54,422		*		1,122		53,300		*
Thomas Hehman IRA		20,278		*		278		20,000		*
William Rosenberg		2,111		*		111		2,000		*
Hound Partners, LLC		1		*		1		0		*

 

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