UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

_____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): December 28, 2012

Date of Report (Date of earliest event reported): December 20, 2012

BOISE CASCADE HOLDINGS, L.L.C.

(Exact name of registrant as specified in its charter)



Delaware	333-122770	20-1478587
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

1111 West Jefferson Street, Suite 300

Boise, Idaho 83702-5389

(Address of principal executive offices)

Registrant’'s telephone number, including area code: (208) 384-6161

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.01. Other ~~Entry into a Material Definitive Agreement~~Events.

~~Consent~~On December 28 and ~~Amendment~~31, 2012, Boise Cascade, L.L.C. (“Boise Cascade”) made cash distributions totaling $225 million (collectively, the “Distribution”) to Boise Cascade Holdings, L.L.C., its sole member (“BC Holdings”). BC Holdings is a guarantor of Boise Cascade's $300 million revolving credit agreement (as amended), as well as of Boise Cascade's $250 million aggregate principal amount of 6 3/8% senior notes due 2020 (the “Senior Notes”). Under the revolving credit agreement, BC Holdings will remain a guarantor until such time as Boise Cascade has received net proceeds of at least $115 million from the sale of its common stock, including proceeds from its planned initial public offering (the “Offering”), or Boise Cascade has received at least $115 million in the form of an equity investment, such as a reinvestment by BC Holdings of $115 million in Boise Cascade. BC Holdings will remain a guarantor under the indenture governing the Senior Notes until such time, if ever, as Boise Cascade's common stock is listed on any national securities exchange.

OnFollowing ~~December 20,~~consummation 2012, Boise Cascade Holdings, L.L.C. (“BC Holdings”) entered into a Consent and Amendment to Loan Documents (the “Amendment”) with Boise Cascade, L.L.C., Boise Cascade Building Materials Distribution, L.L.C. and Boise Cascade Wood Products, L.L.C. and Boise Cascade Wood Products Holdings Corp. (collectively, the “Loan Parties”), the lenders identified therein (“Lenders”) and Wells Fargo Capital Finance, LLC, as agent (“Agent”), in connection with the proposed initial public offering of ~~Boise Cascade, L.L.C.’s common stock (~~the “Offering~~”). The Amendment amends the Credit Agreement~~, ~~dated as of July 13, 2011, among the Loan Parties, the Lenders and the Agent (the “Revolving Credit Agreement”). As a condition to the Amendment,~~ BC Holdings ~~entered~~presently ~~into~~intends ~~a General Continuing Guaranty, as described below, and agreed~~ to ~~become~~use ~~a guarantor under~~ the ~~Revolving~~cash ~~Credit~~proceeds ~~Agreement until such time as Boise Cascade, L.L.C. has~~ received ~~net proceeds of at least $115 million~~ from ~~the sale of its common stock, including proceeds from the Offering, or~~ Boise Cascade, ~~L.L.C. has received at least $115 million~~ in the ~~form~~Distribution ofto anrepurchase equity ~~investment,~~securities ~~such as a reinvestment by BC Holdings of $115 million in Boise Cascade~~from, ~~L.L.C. The Amendment provided consent to the Offering~~ and/or ~~certain~~make ~~transactions anticipated to be taken in connection with the Offering, including~~ a ~~proposed~~distribution ~~cash dividend by Boise Cascade, L.L.C. of up~~ to ~~$225 million to BC Holdings and Boise Cascade~~, L.L.C’s conversion into a corporation prior to the consummation of the Offering. Prior to the release of BC Holdings’ guaranty of the Revolving Credit Agreement, the Lenders have consented to the distribution by BC Holdings of up to $110 million to its equityholders.

~~The description of the Amendment in this Current Report on Form 8~~FORWARD-KLOOKING ~~is qualified in its entirety by reference to the complete text of the Consent and Amendment filed as Exhibit 10.1 hereto and incorporated herein by reference.~~STATEMENTS

~~General~~This ~~Continuing~~filing ~~Guaranty~~contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are subject to substantial risks, uncertainties and assumptions. You should not place reliance on these statements. Forward-looking statements include information concerning the Distribution and the Offering, including the proposed use of proceeds from the Distribution. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may” or similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of expected future developments and other factors we believe are appropriate in these circumstances. As you read and consider this filing, you should understand that these statements are not guarantees of performance or results, including the consummation of the Offering or the proposed use of proceeds of the Distribution. Many factors could affect our actual performance and results and could cause actual results to differ materially from those expressed in the forward-looking statements. Please refer to our filings with the SEC for a discussion of other factors that may affect future performance or results.

OnIn ~~December 20,~~light ~~2012, BC Holdings entered into a General Continuing Guaranty in favor~~ of ~~Wells~~these ~~Fargo Capital Finance~~risks, ~~LLC,~~uncertainties asand ~~Agent~~assumptions, ~~in connection with entry into~~ the ~~Amendment. Pursuant~~forward-looking tostatements ~~the~~contained ~~terms~~in ofthis ~~the~~document ~~General~~might ~~Continuing~~not ~~Guaranty,~~prove ~~BC Holdings has agreed~~ to ~~guarantee~~be ~~payment~~accurate ~~of all borrowings~~ and ~~other~~you ~~obligations~~should ~~(as~~not ~~defined~~place inundue ~~the~~reliance ~~Revolving~~upon ~~Credit Agreement)~~them. ~~The~~ ~~Lenders~~All ~~have~~forward-looking ~~authorized~~statements ~~the~~attributable ~~Agent~~ to ~~release~~us ~~and~~or ~~terminate~~persons BCacting ~~Holdings’~~on ~~guarantee~~our ~~under~~behalf ~~the~~are ~~General~~expressly ~~Continuing~~qualified ~~Guaranty~~in ~~upon~~their ~~Boise~~entirety ~~Cascade,~~by ~~L.L.C.’s~~the ~~receipt~~foregoing ofcautionary ~~net~~statements. ~~proceeds~~All ofsuch atstatements ~~least~~speak ~~$115~~only ~~million~~as ~~from the sale~~ of ~~its common stock, including proceeds from~~ the ~~Offering,~~date ~~or Boise Cascade~~made, ~~L.L.C.’s~~and ~~receipt~~we ofundertake atno ~~least~~obligation ~~$115~~to ~~million~~update inor ~~the~~revise ~~form~~publicly ofany anforward-looking ~~equity investment~~statements, ~~such~~whether as a ~~reinvestment~~result ~~by BC Holdings~~ of ~~$115~~new ~~million~~information, infuture ~~Boise~~events ~~Cascade,~~or Lotherwise.~~L.C.~~

The description of the General Continuing Guaranty in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of the General Continuing Guaranty filed as Exhibit 10.2 hereto and incorporated herein by reference.SIGNATURE

~~Item~~Pursuant ~~2.03.~~to ~~Creation~~the requirements of athe ~~Direct~~Securities ~~Financial~~Exchange ~~Obligation~~Act orof an1934, ~~Obligation~~the ~~Under~~registrant anhas ~~Off-Balance~~duly ~~Sheet~~caused ~~Arrangement~~this ofreport ato ~~Registrant~~be signed on its behalf by the undersigned hereunto duly authorized.

To the extent required by Item 2.03 of Form 8-K, the information set forth under Item 1.01 above is hereby incorporated into this Item 2.03 by reference.



	BOISE CASCADE HOLDINGS, L.L.C.


Date: January 2, 2013	By:	/s/ John T. Sahlberg
		John T. Sahlberg
		Senior Vice President of Human Resources and General Counsel

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Limited Consent and Amendment to Loan Documents, dated as of December 20, 2012, by and among Boise Cascade, L.L.C., Boise Cascade Building Materials Distribution, L.L.C. and Boise Cascade Wood Products, L.L.C., as borrowers, Boise Cascade Holdings, L.L.C. and Boise Cascade Wood Products Holdings Corp., as guarantors, the Lenders identified therein and Wells Fargo Capital Finance, LLC, as Agent.

10.2 General Continuing Guaranty, dated as of December 20, 2012, by Boise Cascade Holdings, L.L.C. in favor of Wells Fargo Capital Finance, LLC, as Agent.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BOISE CASCADE HOLDINGS, L.L.C.
Date: December 21, 2012	By:	/s/ John T. Sahlberg
		John T. Sahlberg
		Senior Vice President, Human Resources and General Counsel

Exhibit Index

Exhibit No.		Description
10.1		Limited Consent and Amendment to Loan Documents, dated as of December 20, 2012, by and among Boise Cascade, L.L.C., Boise Cascade Building Materials Distribution, L.L.C. and Boise Cascade Wood Products, L.L.C., as borrowers, Boise Cascade Holdings, L.L.C. and Boise Cascade Wood Products Holdings Corp., as guarantors, the Lenders identified therein and Wells Fargo Capital Finance, LLC, as Agent.
10.2		General Continuing Guaranty, dated as of December 20, 2012, by Boise Cascade Holdings, L.L.C. in favor of Wells Fargo Capital Finance, LLC, as Agent.

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