Sep 10, 2007. /Lesprom Network/. Boise Cascade, L.L.C. has entered into a purchase and sale agreement with Aldabra 2 Acquisition Corp. for the sale of Boise Cascade's paper, packaging & newsprint segments for cash and shares of Aldabra common stock equal to approximately $1.6 billion. As part of the transaction, Aldabra intends to change its name to Boise Paper Company and will apply for listing on either the New York Stock Exchange or NASDAQ. Boise Cascade, a privately held company, will maintain 100% ownership of its wood products and building materials distributions segments following the transaction. Both companies will be headquartered in Boise, Idaho. Tom Stephens, chairman and CEO of Boise Cascade, said, "We're excited that Aldabra is buying our paper, packaging & newsprint businesses. Our entire organization in these operations has worked hard to transform their businesses, and this is a huge vote of confidence in what the team has built and the future opportunities before them." Mr. Stephens added, "This is also good news for the people in our remaining businesses, wood and building materials distribution, who have delivered strong results over the past three years. We will use a portion of the cash received from the transaction to pay down debt. As a well-financed and highly focused company, wood and BMD will not only be in an excellent position to operate successfully in the challenged housing market but will also have the means to grow. As two separate companies, the businesses will be able to focus sharply on their respective core competencies to enhance performance and returns to investors, customers, and employees." Alexander Toeldte will become CEO of Boise Paper Company. He is currently Boise Cascade's executive vice president, responsible for its paper, packaging & newsprint businesses. The transaction, which has been approved by the respective board of directors of Aldabra and Boise Cascade, is subject to customary closing conditions as well as the approval of Aldabra's stockholders, receipt of approvals under the Hart-Scott-Rodino Act; and receipt of debt financing on terms and conditions to be approved by Aldabra's and Boise Cascade's respective board of directors. At closing, Aldabra will deliver to Boise Cascade approximately $1.6 billion, of which approximately $1.3 billion will be paid in cash (less $38 million in cash contributed by Boise Cascade at closing) and the balance in shares of Aldabra common stock. The sources of funds for this transaction will consist of approximately $392 million of net proceeds from Aldabra's trust (which takes into account deferred underwriting fees and expected interest income projected through closing, net of taxes), approximately $946 million in a new debt facility to be raised in conjunction with the transaction, less $38 million in cash contributed by Boise Cascade, and approximately $325 million of new Aldabra shares that will be issued to Boise Cascade. The number of shares of Aldabra common stock to be issued to Boise Cascade at closing will be calculated by dividing approximately $325 million by the average closing price per share of Aldabra common stock during the 20-day period ending three days prior to the closing of the transaction. The parties have agreed that for purposes of this calculation, the average closing price will not be higher than $10.00 or lower than $9.54. Assuming no conversion rights are exercised and an average closing price of $9.77 (the midpoint of the range), Boise Cascade would receive 34,510,747 shares of Aldabra common stock, representing 40.0% of BPC's shares post-closing. Boise, headquartered in Boise, Idaho, manufactures engineered wood products, plywood, lumber, and particleboard and distributes a broad line of building materials, including wood products manufactured by the company. Boise also manufactures a wide range of commodity, specialty and premium papers, including imaging papers for the office and home and papers for pressure-sensitive applications, as well as printing and converting papers, containerboard and corrugated boxes, newsprint, and market pulp.