January 25, 2013

 

Via EDGAR Submission and Overnight Delivery

 

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Attn:	Pamela A. Long
	Asia Timmons-Pierce
	Craig E. Slivka
	Tracey Smith
	Alfred Pavot
	Re:	Boise Cascade, L.L.C.
		Registration Statement on Form S-1
		Filed November 15, 2012
		File No. 333-184964

 

Ladies and Gentlemen:

 

As discussed with Ms. Timmons-Pierce, Boise Cascade, L.L.C., a Delaware limited liability company (the “Company”), is filing as correspondence marked pages showing proposed changes to be made in Amendment No. 4 (the “Amendment”) to its Registration Statement on Form S-1 (the “Registration Statement”).  The proposed changes reflect the conversion of the Company from a limited liability company to a corporation (the “Conversion”), including a draft of the completed audit report, which can only be filed in final form following the Conversion. The marked pages filed by the Company exclude F-pages where the only change made was to replace the reference to Boise Cascade, L.L.C. with a reference to Boise Cascade Company in the page header or the column header. The Company has included pages F-2 and F-21 as examples of such changes.

 

The Company anticipates that the Conversion will occur on the date of pricing prior to the time the Company files the Amendment and prior to the time the Registration Statement is declared effective.  Because the Company does not wish to convert to a C corporation unless the offering is completed, the Company will complete the Conversion as close to signing an underwriting agreement as is practicable.  As discussed with Ms. Timmons-Pierce, the Company respectfully requests that the Staff of the Securities and Exchange Commission (the “Staff”) review the filed correspondence in advance of the Company filing the Amendment.  The Company appreciates the Staff’s willingness to accommodate the Company’s desire not to effect the Conversion until the anticipated date of pricing.

 

Hong Kong

London

Los Angeles

Munich

New York

Palo Alto

San Francisco

Shanghai

Washington, D.C.

 

 

The Company also reaffirms that it will furnish a letter at the time it requests acceleration of the effective date of the Registration Statement acknowledging the statements set forth in the Staff’s prior comment letter.

 

Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned at (312) 862-2163.

 

	Sincerely,
	/s/ Carol Anne Huff
	Carol Anne Huff

 

cc:	Dennis M. Myers, P.C.
	Kirkland & Ellis LLP
	Wayne Rancourt
	Boise Cascade, L.L.C.
	James J. Junewicz
	Winston & Strawn LLP

 

2