Statement of Beneficial Ownership (sc 13d)
24 Setembro 2013 - 7:00AM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
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(Amendment No. )*
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Boise, Inc.
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(Name of Issuer)
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Common Stock,
par value $0.0001 per share
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(Title of Class of Securities)
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09746Y105
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(CUSIP Number)
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Steven J. Pully
Carlson Capital, L.P.
2100 McKinney Avenue
Dallas, TX 75201
(214) 932-9600
with a copy to:
David E. Rosewater
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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September
16, 2013
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(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 19 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No. 09746Y105
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SCHEDULE 13D
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Page
2
of 19 Pages
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1
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NAME OF REPORTING PERSON
Double Black Diamond Offshore Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
5,509,970 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
5,509,970 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,509,970 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 09746Y105
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SCHEDULE 13D
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Page
3
of 19 Pages
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1
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NAME OF REPORTING PERSON
Black Diamond Offshore Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
278,011 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
278,011 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
278,011 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 09746Y105
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SCHEDULE 13D
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Page
4
of 19 Pages
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1
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NAME OF REPORTING PERSON
Black Diamond Thematic Offshore Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
732,686 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
732,686 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
732,686 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 09746Y105
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SCHEDULE 13D
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Page
5
of 19 Pages
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1
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NAME OF REPORTING PERSON
Black Diamond Arbitrage Offshore Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
78,261 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
78,261 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
78,261 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 09746Y105
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SCHEDULE 13D
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Page
6
of 19 Pages
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1
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NAME OF REPORTING PERSON
Carlson Capital, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
6,725,000 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
6,725,000 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,725,000 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
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14
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TYPE OF REPORTING PERSON
PN; IA
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CUSIP No. 09746Y105
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SCHEDULE 13D
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Page
7
of 19 Pages
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1
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NAME OF REPORTING PERSON
Asgard Investment Corp. II
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
6,725,000 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
6,725,000 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,725,000 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 09746Y105
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SCHEDULE 13D
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Page
8
of 19 Pages
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1
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NAME OF REPORTING PERSON
Asgard Investment Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
6,725,000 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
6,725,000 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,725,000 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 09746Y105
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SCHEDULE 13D
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Page
9
of 19 Pages
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1
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NAME OF REPORTING PERSON
Clint D. Carlson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
6,725,000 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
6,725,000 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,725,000 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 09746Y105
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SCHEDULE 13D
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Page
10
of 19 Pages
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Item 1.
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SECURITY AND ISSUER
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This statement on Schedule 13D (this "
Schedule 13D
") relates to the common stock, par value $0.0001 per share (the "
Common Stock
") of Boise, Inc., a Delaware corporation (the "
Issuer
"). The address of the Issuer's principal executive office is 1111 West Jefferson Street, Suite 200, Boise, Idaho 83702.
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Item 2.
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IDENTITY AND BACKGROUND
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(a) This Schedule 13D is filed by: (i) Double Black Diamond Offshore
Ltd., a Cayman Islands exempted company ("
Double Offshore
"); (ii) Black Diamond Offshore Ltd., a Cayman Islands
exempted company ("
Offshore
"); (iii) Black Diamond Thematic Offshore Ltd., a Cayman Islands exempted company ("
Thematic
");
(iv) Black Diamond Arbitrage Offshore Ltd., a Cayman Islands exempted company ("
Arbitrage
" and together with Double
Offshore, Offshore and Thematic, the "
Funds
"); (v) Carlson Capital, L.P., a Delaware limited partnership ("
Carlson
Capital
"); (vi) Asgard Investment Corp. II, a Delaware corporation and the general partner of Carlson Capital ("
Asgard
II
"); (vii) Asgard Investment Corp., a Delaware corporation and the sole stockholder of Asgard II ("
Asgard I
");
and (viii) Clint D. Carlson, a citizen of the United States of America ("
Mr. Carlson
" and together with the Funds,
Carlson Capital, Asgard II and Asgard I, the "
Reporting Persons
"). The name, citizenship, present principal occupation
or employment and business address of each director and executive officer of Asgard I and Asgard II are set forth in Appendix A
attached hereto.
(b) The principal business address of each of the Reporting Persons
is 2100 McKinney Avenue, Suite 1800, Dallas, TX 75201.
(c) The principal business of the Funds is to invest in securities.
The principal business of Carlson Capital is to serve as the investment manager to the Funds and to certain managed accounts (the
"
Accounts
"). The principal business of Asgard II is serving as the general partner of Carlson Capital. The principal
business of Asgard I is serving as the sole stockholder of Asgard II. The principal occupation of Mr. Carlson is serving as President
of Asgard II, Asgard I and Carlson Capital.
(d) None of the Reporting Persons or persons listed on Appendix
A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons or persons listed on Appendix
A has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Carlson is a citizen of the United States.
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CUSIP No. 09746Y105
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SCHEDULE 13D
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Page
11
of 19 Pages
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Item 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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The Reporting Persons used approximately $70,091,940 (including
brokerage commissions) in the aggregate to purchase the Common Stock reported in this Schedule 13D.
The source of the funds used to acquire the Common Stock reported
herein is the working capital of the Funds and the Accounts and margin borrowings described in the following sentence. Such shares
of Common Stock are held by the Reporting Persons in commingled margin accounts, which may extend margin credit to the Reporting
Persons from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such
instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the
account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because
other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase
the Common Stock reported herein.
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Item 4.
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PURPOSE OF TRANSACTION
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The Reporting Persons originally acquired the
Common Stock reported herein for investment in the ordinary course of business because they believed that such shares of Common
Stock, when purchased, were undervalued and represented an attractive investment opportunity.
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On September 16, 2013, the Issuer and
Packaging Corporation of America ("
PCA
") entered into a definitive agreement, pursuant to which an affiliate
of PCA will commence a tender offer to acquire all of the outstanding Common Stock of the Issuer at a price of $12.55 per share
(the "
Offer
").
On September 23, 2013, the Reporting
Persons sent a letter (the "
Letter
") to the board of directors of the Issuer (the "
Board
")
expressing their belief that the value of the Issuer is between $14.00 and $17.00 per share and, therefore, the current
valuation of $12.55 per share that stockholders of the Issuer would realize pursuant to the Offer does not reflect the
fair underlying value of the Issuer. The Letter stated the Reporting Persons' belief that a business separation of the
Issuer's Paper and Packaging segments would better enable the Issuer to participate in industry consolidation in a way
that will benefit stockholders and is superior to the Offer. The Letter also expressed the Reporting Persons' view that,
in addition to failing to capture the value that could be unlocked by a business separation, the Offer also does not reflect
the improving operational outlooks for both the Issuer's Packaging and Paper segments.
For
these reasons, among others, the Reporting Persons do not currently intend to tender their shares of Common Stock pursuant
to the Offer at the $12.55 per share proposed offer price.
The Letter also reiterated the Reporting
Persons' belief that the Issuer's assets have been misunderstood and undervalued by the market, and attached as exhibits
to the Letter two letters sent to the president and chief executive officer of the Issuer, dated July 19, 2013 and September 6,
2013, respectively, expressing such view. Such letters also included suggestions by the Reporting Persons for increasing the value
of the Issuer, including separating the Issuer's Paper and Packaging segments.
The
foregoing summary is qualified by reference to the full text of the Letter, attached as Exhibit 1 hereto and incorporated herein
by reference.
In addition, the Reporting Persons and their
representatives have, from time to time, engaged in discussions and correspondence with management and the Board regarding, among
other things, the Issuer’s business, management and strategic alternatives and direction. The Reporting Persons intend to continue to discuss such matters with the
Issuer's management and the Board as well as other stockholders of the Issuer and third parties and may take other steps seeking
to bring about changes to increase shareholder value as well as pursue other plans or proposals that relate to or would result
in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D.
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CUSIP No. 09746Y105
|
SCHEDULE 13D
|
Page
12
of 19 Pages
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|
Except as set forth herein, the Reporting
Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j)
of Item 4 of Schedule 13D. The Reporting Persons have not entered into any agreement with any third party to act together for
the purpose of acquiring, holding, voting or disposing of the shares of Common Stock reported herein. Depending on
various factors including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions
and actions referenced above, actions taken by the Board, price levels of the Common Stock, other investment opportunities available
to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without
limitation, determining whether to tender their shares of Common Stock in the Offer, purchasing additional shares of Common Stock
or selling some or all of their shares of Common Stock, engaging in short selling of or any hedging or similar transactions with
respect to the shares of Common Stock, voting for or against and expressing support for or against any proposals of the Board
of the Issuer or other shareholders of the Issuer and/or otherwise changing their intention with respect to any and all matters
referred to in Item 4 of Schedule 13D.
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Item 5.
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INTEREST IN SECURITIES OF THE ISSUER
|
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(a) and (b)
The Reporting Persons may be deemed to beneficially own in the aggregate
6,725,000 shares of Common Stock. Based upon a total of 100,882,326 shares of Common Stock outstanding as of July 24, 2013, as
reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 1, 2013, the
Reporting Persons' shares represent approximately 6.7% of the outstanding shares of Common Stock.
Carlson Capital, Asgard II, Asgard I and Mr. Carlson have the power
to vote and direct the disposition of (i) the 5,509,970 shares of Common Stock reported herein as owned by Double Offshore, (ii)
the 278,011 shares of Common Stock reported herein as owned by Offshore, (iii) the 732,686 shares of Common Stock reported herein
as owned by Thematic, (iv) the 78,261 shares of Common Stock reported herein as owned by Arbitrage, and (v) an additional 126,072
shares of Common Stock held in the Accounts.
(c) Information concerning transactions in the Common Stock effected
by the Reporting Persons during the past sixty days is set forth in Appendix B hereto and is incorporated herein by reference.
(d) Except as set forth herein, no person other than the Reporting
Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock.
(e) Not applicable.
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Item 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
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The Reporting Persons are parties to an agreement with respect
to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached hereto as
Exhibit 2 and is incorporated by reference herein.
Except as set forth herein, there are no contracts, understandings
or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to the Common Stock.
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CUSIP No. 09746Y105
|
SCHEDULE 13D
|
Page
13
of 19 Pages
|
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Item 7.
|
MATERIAL TO BE FILED AS EXHIBITS
|
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Exhibit
|
Description
|
|
1
|
Letter to the Board, dated
September 23, 2013.
|
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2
|
Joint Filing Agreement, dated September 23, 2013.
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|
CUSIP No. 09746Y105
|
SCHEDULE 13D
|
Page
14
of 19 Pages
|
SIGNATURES
After reasonable inquiry and to the best
of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: September 23, 2013
|
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DOUBLE BLACK DIAMOND
OFFSHORE LTD.
|
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By: Carlson Capital, L.P., its investment manager
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By: Asgard Investment Corp. II, its general partner
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
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Title: President
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BLACK DIAMOND OFFSHORE
LTD.
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By: Carlson Capital, L.P., its investment manager
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By: Asgard Investment Corp. II, its general partner
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
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Title: President
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BLACK DIAMOND THEMATIC
OFFSHORE LTD.
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By: Carlson Capital, L.P., its investment manager
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By: Asgard Investment Corp. II, its general partner
|
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
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Title: President
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CUSIP No. 09746Y105
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SCHEDULE 13D
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Page
15
of 19 Pages
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BLACK DIAMOND ARBITRAGE OFFSHORE LTD.
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By: Carlson Capital, L.P., its investment manager
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By: Asgard Investment Corp. II, its general partner
|
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
|
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Title: President
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CARLSON CAPITAL, L.P.
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By: Asgard Investment Corp. II, its general partner
|
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/s/ Clint D. Carlson
|
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Name: Clint D. Carlson
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Title: President
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ASGARD INVESTMENT CORP. II
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
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Title: President
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ASGARD INVESTMENT CORP.
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/s/ Clint D. Carlson
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Name: Clint D. Carlson
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Title: President
|
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By:
/s/ Clint D. Carlson
____________________
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Name: Clint D. Carlson
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CUSIP No. 09746Y105
|
SCHEDULE 13D
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Page
16
of 19 Pages
|
Appendix A
DIRECTORS AND EXECUTIVE OFFICERS OF ASGARD I
AND ASGARD II
The following sets forth the name,
position and principal occupation of each director and executive officer of Asgard I and Asgard II, respectively. Except as
otherwise indicated, the business address of each director and officer is 2100 McKinney Avenue, Suite 1800, Dallas, TX 75201.
To the best of the Reporting Persons' knowledge, except as set forth in this Schedule 13D, none of the directors or executive
officers of Asgard I or Asgard II owns any Common Stock.
Asgard I
|
Name
|
Position
|
Principal Occupation
|
Citizenship
|
|
Clint Carlson
|
Director/President
|
Investment Manager
|
United States
|
|
Nancy Carlson
|
Secretary/Treasurer
|
Executive
|
United States
|
Asgard II
|
Name
|
Position
|
Principal Occupation
|
Citizenship
|
|
Clint Carlson
|
Director/President
|
Investment Manager
|
United States
|
|
Nancy Carlson
|
Secretary/Treasurer
|
Executive
|
United States
|
|
CUSIP No. 09746Y105
|
SCHEDULE 13D
|
Page
17
of 19 Pages
|
Appendix B
TRANSACTIONS IN THE ISSUER’S SHARES
OF COMMON STOCK BY THE REPORTING PERSONS IN THE PAST SIXTY DAYS
The following tables set forth all
transactions in the shares of Common Stock effected by any of the Reporting Persons in the past sixty days, as applicable. All
such transactions were effected in the open market through brokers and the price per share is net of commissions.
Double Black Diamond Offshore Ltd.
|
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
|
7/30/2013
|
32,112
|
$ 9.03
|
|
8/1/2013
|
91,916
|
$ 9.20
|
|
8/1/2013
|
44,303
|
$ 9.23
|
|
8/1/2013
|
4,922
|
$ 9.24
|
|
8/2/2013
|
7,533
|
$ 9.18
|
|
8/2/2013
|
9,191
|
$ 9.20
|
|
8/2/2013
|
22,979
|
$ 9.17
|
|
8/6/2013
|
68,937
|
$ 9.19
|
|
8/6/2013
|
22,979
|
$ 9.20
|
|
8/7/2013
|
19,302
|
$ 9.08
|
|
8/9/2013
|
92
|
$ 9.10
|
|
8/12/2013
|
22,979
|
$ 9.10
|
|
8/12/2013
|
460
|
$ 9.09
|
|
8/15/2013
|
8,583
|
$ 8.96
|
|
8/15/2013
|
16,030
|
$ 8.95
|
|
8/15/2013
|
24,613
|
$ 8.95
|
|
9/11/2013
|
(
15,760)
|
$ 9.68
|
|
9/11/2013
|
(
30,178
)
|
$ 9.63
|
|
9/12/2013
|
(
24,373
)
|
$ 9.70
|
|
9/13/2013
|
(
12,186
)
|
$ 9.87
|
|
9/13/2013
|
(
12,186
)
|
$ 9.98
|
|
9/13/2013
|
(
24,373
)
|
$ 9.80
|
|
9/13/2013
|
(
9,348
)
|
$ 10.00
|
|
9/13/2013
|
(36,589
)
|
$ 9.98
|
|
9/16/2013
|
188
|
$ 12.57
|
|
9/16/2013
|
275,613
|
$ 12.54
|
|
9/16/2013
|
91,872
|
$ 12.50
|
|
9/16/2013
|
918,714
|
$ 12.57
|
|
9/16/2013
|
459,357
|
$ 12.58
|
|
9/16/2013
|
91,872
|
$ 12.60
|
|
9/17/2013
|
149,866
|
$ 12.56
|
|
9/17/2013
|
229,678
|
$ 12.55
|
|
9/17/2013
|
91,871
|
$ 12.55
|
|
9/17/2013
|
139,907
|
$ 12.56
|
|
9/17/2013
|
156,080
|
$ 12.58
|
|
9/17/2013
|
105,376
|
$ 12.56
|
|
9/17/2013
|
45,936
|
$ 12.56
|
|
CUSIP No. 09746Y105
|
SCHEDULE 13D
|
Page
18
of 19 Pages
|
Black Diamond Offshore Ltd.
|
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
|
7/30/2013
|
1,463
|
$ 9.03
|
|
8/1/2013
|
4,179
|
$ 9.20
|
|
8/1/2013
|
3,586
|
$ 9.23
|
|
8/1/2013
|
399
|
$ 9.24
|
|
8/2/2013
|
343
|
$ 9.18
|
|
8/2/2013
|
418
|
$ 9.20
|
|
8/2/2013
|
1,044
|
$ 9.17
|
|
8/6/2013
|
3,135
|
$ 9.19
|
|
8/6/2013
|
1,044
|
$ 9.20
|
|
8/7/2013
|
878
|
$ 9.08
|
|
8/9/2013
|
4
|
$ 9.10
|
|
8/12/2013
|
1,045
|
$ 9.10
|
|
8/12/2013
|
21
|
$ 9.09
|
|
8/15/2013
|
695
|
$ 8.96
|
|
8/15/2013
|
1,297
|
$ 8.95
|
|
8/15/2013
|
1,992
|
$ 8.95
|
|
9/11/2013
|
(
717
)
|
$ 9.68
|
|
9/11/2013
|
(
1,372
)
|
$ 9.63
|
|
9/12/2013
|
(
1,992
)
|
$ 9.70
|
|
9/13/2013
|
(
996
)
|
$ 9.87
|
|
9/13/2013
|
(
996
)
|
$ 9.98
|
|
9/13/2013
|
(
1,992
)
|
$ 9.80
|
|
9/13/2013
|
(
425
)
|
$ 10.00
|
|
9/13/2013
|
(
1,664
)
|
$ 9.98
|
|
9/16/2013
|
9
|
$ 12.57
|
|
9/16/2013
|
12,537
|
$ 12.54
|
|
9/16/2013
|
4,178
|
$ 12.50
|
|
9/16/2013
|
41,785
|
$ 12.57
|
|
9/16/2013
|
20,893
|
$ 12.58
|
|
9/16/2013
|
4,179
|
$ 12.60
|
|
9/17/2013
|
6,817
|
$ 12.56
|
|
9/17/2013
|
10,447
|
$ 12.55
|
|
9/17/2013
|
4,178
|
$ 12.55
|
|
9/17/2013
|
6,363
|
$ 12.56
|
|
9/17/2013
|
7,099
|
$ 12.58
|
|
9/17/2013
|
4,793
|
$ 12.56
|
|
9/17/2013
|
2,089
|
$ 12.56
|
|
CUSIP No. 09746Y105
|
SCHEDULE 13D
|
Page
19
of 19 Pages
|
Black Diamond Thematic Offshore Ltd.
|
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
|
8/1/2013
|
42,111
|
$ 9.23
|
|
8/1/2013
|
4,679
|
$ 9.24
|
|
8/15/2013
|
8,157
|
$ 8.96
|
|
8/15/2013
|
15,238
|
$ 8.95
|
|
8/15/2013
|
23,395
|
$ 8.95
|
|
9/12/2013
|
(23,635)
|
$ 9.70
|
|
9/13/2013
|
(11,818)
|
$ 9.87
|
|
9/13/2013
|
(11,818)
|
$ 9.98
|
|
9/13/2013
|
(23,635)
|
$ 9.80
|
Black Diamond Arbitrage Offshore Ltd.
|
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
|
7/30/2013
|
536
|
$ 9.03
|
|
8/1/2013
|
1,483
|
$ 9.20
|
|
8/2/2013
|
122
|
$ 9.18
|
|
8/2/2013
|
148
|
$ 9.20
|
|
8/2/2013
|
371
|
$ 9.17
|
|
8/6/2013
|
1,112
|
$ 9.19
|
|
8/6/2013
|
371
|
$ 9.20
|
|
8/7/2013
|
311
|
$ 9.08
|
|
8/9/2013
|
1
|
$ 9.10
|
|
8/12/2013
|
371
|
$ 9.10
|
|
8/12/2013
|
7
|
$ 9.09
|
|
9/11/2013
|
(
267
)
|
$ 9.68
|
|
9/11/2013
|
(
511
)
|
$ 9.63
|
|
9/13/2013
|
(
158
)
|
$ 10.00
|
|
9/13/2013
|
(
619
)
|
$ 9.98
|
|
9/16/2013
|
3
|
$ 12.57
|
|
9/16/2013
|
4,445
|
$ 12.54
|
|
9/16/2013
|
1,481
|
$ 12.50
|
|
9/16/2013
|
14,813
|
$ 12.57
|
|
9/16/2013
|
7,406
|
$ 12.58
|
|
9/16/2013
|
1,481
|
$ 12.60
|
|
9/17/2013
|
2,417
|
$ 12.56
|
|
9/17/2013
|
3,703
|
$ 12.55
|
|
9/17/2013
|
1,481
|
$ 12.55
|
|
9/17/2013
|
2,255
|
$ 12.56
|
|
9/17/2013
|
2,517
|
$ 12.58
|
|
9/17/2013
|
1,700
|
$ 12.56
|
|
9/17/2013
|
740
|
$ 12.56
|
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