kl11051.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Boise
Inc.
(formerly known as Aldabra 2
Acquisition Corp.)
(Name of
Issuer)
Common Stock, par value
$0.0001 per share
(Title of
Class of Securities)
01408A202 (Common
Stock)
(CUSIP
Number)
|
Kramer
Levin Naftalis & Frankel LLP
|
|
1177
Avenue of the Americas
|
|
New
York, New York 10019
|
|
Attn:
Philip Weingold
|
|
212-715-9100
|
(Name,
Address and Telephone Number of
Person
Authorized to Receive Notices
and
Communications)
November 15,
2007
(Date of
Event which Requires Filing
of this
Statement)
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), 13d-1(f), or 13d-1(g), check the following
box: o.
(Continued
on following pages)
1)
NAME OF REPORTING
PERSON
Terrapin
Partners Venture Partnership
_______________________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) x
(b) o
________________________________________________________________________________________
3) SEC USE ONLY
________________________________________________________________________________________
4) SOURCE OF FUNDS WC
________________________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR
2(e) o
________________________________________________________________________________________
6) CITIZENSHIP OR PLACE
OF ORGANIZATION
California, United States
________________________________________________________________________________________
7) SOLE VOTING POWER
NUMBER
OF
0
SHARES
_________________________________________________________________
BENEFICIALLY 8) SHARED VOTING
POWER
OWNED
BY 9,913,500
EACH _________________________________________________________________
REPORTING 9) SOLE DISPOSITIVE
POWER
PERSON 0
WITH _________________________________________________________________
10) SHARED DISPOSITIVE
POWER
9,913,500
________________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
9,913,500
________________________________________________________________________________________
12) CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
_____________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
12.44%
_____________________________________________________________________
14) TYPE OF REPORTING
PERSON
PN
_____________________________________________________________________
1)
NAME OF REPORTING PERSON
Jason
Weiss
_______________________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) x
(b) o
_______________________________________________________________________________________
3) SEC USE ONLY
_______________________________________________________________________________________
4) SOURCE OF FUNDS PF
_______________________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR
2(e) o
_______________________________________________________________________________________
6)CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
_______________________________________________________________________________________
7)
SOLE VOTING
POWER
NUMBER
OF
2,161,100
SHARES
________________________________________________________________
BENEFICIALLY 8)
SHARED VOTING
POWER
OWNED
BY 10,215,000
EACH ________________________________________________________________
REPORTING 9)
SOLE DISPOSITIVE
POWER
PERSON
2,161,100
WITH ________________________________________________________________
10) SHARED DISPOSITIVE
POWER
10,215,000
_______________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
12,376,100
_______________________________________________________________________________________
12) CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
____________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
15.52%
____________________________________________________________________
14) TYPE OF REPORTING
PERSON
IN
____________________________________________________________________
1)
NAME OF REPORTING
PERSON
Nathan
Leight
_______________________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) x
(b) o
_______________________________________________________________________________________
3) SEC USE ONLY
_______________________________________________________________________________________
4) SOURCE OF FUNDS PF
_______________________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR
2(e) o
_______________________________________________________________________________________
6) CITIZENSHIP OR PLACE
OF ORGANIZATION
United States
_______________________________________________________________________________________
7)
SOLE VOTING
POWER
NUMBER
OF
2,087,300
SHARES
________________________________________________________________
BENEFICIALLY 8)
SHARED VOTING
POWER
OWNED
BY 10,215,000
EACH ________________________________________________________________
REPORTING 9) SOLE DISPOSITIVE
POWER
PERSON 2,087,300
WITH ________________________________________________________________
10) SHARED DISPOSITIVE
POWER
10,215,000
_______________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
12,302,300
_______________________________________________________________________________________
12) CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
____________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
15.43%
____________________________________________________________________
14) TYPE OF REPORTING
PERSON
IN
____________________________________________________________________
Item
1. Security and
Issuer.
This
statement on Schedule 13D (the “Statement”) relates to the common stock, par
value $0.0001 per share (the “Common Stock”), of Boise Inc. (formerly known as
Aldabra 2 Acquisition Corp., or “Aldabra”), a Delaware corporation (the
“Company”). The principal executive offices of the Company are located at
1111 W. Jefferson Street, Boise, Idaho 83728.
Item
2. Identity and
Background.
(a) - (c)
This Statement is being filed by Terrapin Partners Venture Partnership, Jason
Weiss and Nathan Leight (each, a “Reporting Person” and, collectively, the
“Reporting Persons”).
As of the
date of this filing, the Reporting Persons are the beneficial owners of, in the
aggregate, 14,463,400 shares of Common Stock, representing approximately 18.14%
of the shares of Common Stock presently outstanding.
Terrapin Partners Venture Partnership
is a California general partnership. The address of the principal business and
principal office of Terrapin Partners Venture Partnership is Terrapin Partners,
LLC, 540 Madison Avenue, 17th Floor,
New York, New York 10022.
Messrs. Weiss and
Leight are
both directors of the Company. They are the
general partners of Terrapin Partners Venture Partnership, and they and/or their
family trusts are the owners of the Terrapin Partners Venture Partnership.
Messrs. Leight and Weiss are also the co-managers of Terrapin
Partners, LLC. The business address of
each of Messrs. Weiss and Leight is c/o Terrapin Partners, LLC, 540 Madison
Avenue, 17th Floor, New York, New York
10022.
Information
with respect to each of the Reporting Persons is given solely by such Reporting
Person, and no Reporting Person shall have responsibility for the accuracy or
completeness of information supplied by another Reporting Person.
(d) -
(e) During the last five years, none of the Reporting Persons or any
other person identified in response to this Item 2 was convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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) Each
natural person identified in Item 2 is a citizen of the United
States
Item
3. Source and Amount of Funds
or Other Consideration.
The sum
of $11,973 for the purchase of 2,753,750 shares by Mr. Leight and a trust
established for the benefit of Mr. Leight’s family came from funds held by Mr.
Leight and such trust. The sum of $11,973 for the purchase of 2,753,750 shares
by Mr. Weiss and a trust established for the benefit of Mr. Weiss’ family came
from funds held by Mr. Weiss and such trust.
Item
4. Purpose of
Transaction.
Each of
Messrs. Weiss and Leight and Terrapin Partners Venture Partnership acquired the
Common Stock described in Item 3 for investment purposes.
Except as
set forth in this Item 4, none of the Reporting Persons have any present plans
or proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of the instructions to Item 4 of Schedule
13D. The Reporting Persons intend to review their investment in the
Company on a continuing basis. Depending on various factors
including, without limitation, the Company’s financial position and business
strategy, the price levels of the shares of Common Stock, other investment
opportunities available to the Reporting Persons, conditions in the securities
markets and general economic and industry conditions, the Reporting Persons may
in the future take such actions with respect to their investment in the Company
as they deem appropriate including, without limitation, making proposals to the
Company concerning changes to the capitalization, ownership structure or
operations of the Company, purchasing additional shares of Common Stock, 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 Common Stock and/or
otherwise changing their intention with respect to any and all matters referred
to in clauses (a) through (j) of the instructions to Item 4 of Schedule
13D.
Item
5. Interest in Securities of
the Issuer.
If this
Statement is being filed to report the fact that, as of the date hereof, the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following.o
|
Item
6.
|
Contracts,
Arrangements, Understanding or Relationships With Respect to Securities of the
Issuer.
|
On February 22, 2008, in
connection with the acquisition by the Company, of Boise White Paper, L.L.C.,
Boise Packaging & Newsprint, L.L.C., Boise Cascade Transportation
Holdings Corp. (collectively, the “Paper Group”) and other assets and
liabilities related to the operation of the paper, packaging and newsprint, and
transportation businesses of the Paper Group and most of the headquarters
operations of Boise Cascade, L.L.C. ( “Boise Cascade”), Aldabra, Boise Cascade,
Boise Cascade Holdings, L.L.C., certain directors and officers of the Company
and other persons who were shareholders of the Company entered into an investor
rights agreement (the “IRA”).
The IRA
provides for registration rights for the parties to the agreement, including
Boise Cascade with respect to the shares of Common Stock issued to Boise Cascade
pursuant to the Acquisition or any other shares of Common Stock that it acquires
(the “Seller Registrable Securities”), and certain of Aldabra’s stockholders
with respect to shares of Common Stock acquired pursuant to the investor rights
agreement (the “Aldabra Registrable Securities”). The IRA provides that the
holders of a majority of the Seller Registrable Securities will have the right
to nominate for election to Aldabra’s board a number of directors proportional
to the voting power represented by the shares of Common Stock that the holders
of Seller Registrable Securities own until such time as the holders of Seller
Registrable
Securities
own less than 5% of the voting power of all of the outstanding capital stock of
Aldabra. MDCP IV, as the controlling stockholder of Boise Cascade, will
effectively have the ability to exercise these director nomination rights.
Similarly, pursuant to the IRA, the holders of a majority of the Aldabra
Registrable Securities will have the right to nominate to be elected to
Aldabra’s board a number of directors proportional to the voting power
represented by the shares of Common Stock that the holders of Aldabra
Registrable Securities own until such time as the holders of Aldabra Registrable
Securities own less than 5% of the voting power of all of the outstanding
capital stock of Aldabra.
Additionally,
the investor rights agreement sets forth affirmative and negative covenants to
which Aldabra will be subject as long as the holders of Seller Registrable
Securities own at least 33% of the shares of Common Stock issued to the holders
of Seller Registrable Securities as of the closing date of the Acquisition.
MDCP IV, as the controlling stockholder of Boise Cascade, will have the
ability to influence Aldabra’s operations following the Acquisition as a result
of such affirmative and negative covenants.
The IRA
is described in detail in the Company’s definitive proxy statement, filed with
the Securities and Exchange Commission (the “SEC”) on January 23, 2008, in
the section entitled “Certain Relationships and Related Party
Transactions—Agreements with Stockholders—Investor Rights Agreement” beginning
on page 224, which information is incorporated herein by
reference.
The
foregoing is qualified in its entirety by reference to the full text of the IRA,
which the Company filed as Exhibit 4.1 to the Current Report on
Form 8-K on February 28, 2008 and which is also filed as an exhibit to this
Schedule 13D.
|
Item
7.
|
Material to be Filed
as Exhibits.
|
Not applicable.
SIGNATURES
After reasonable inquiry and to the
best knowledge and belief of the undersigned, the undersigned certify that the
information set forth in this Statement is true, complete and
correct.
Dated: December
3, 2008
TERRAPIN PARTNERS
VENTURE PARTNERSHIP
By: /s/ Jason
Weiss
Name: Jason
Weiss
Title: General
Partner
By: /s/ Nathan
Leight
Name: Nathan
Leight
Title: General
Partner
JASON
WEISS
By: /s/ Jason
Weiss
Name: Jason
Weiss
NATHAN
LEIGHT
By: /s/ Nathan
Leight
Name: Nathan
Leight