SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )
Boise Inc.
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(Name of Issuer)
Common Stock, $0.0001 Par Value
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(Title of Class of Securities)
09746Y105
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(CUSIP Number)
February 4, 2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[_] Rule 13d-1(d)
The information required in 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 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).
CUSIP No. 09746Y105
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Hound Partners, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
10,866,367
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
10,866,367
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.73%
12. TYPE OF REPORTING PERSON
OO
CUSIP No. 09746Y105
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Hound Performance, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
10,866,367
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
10,866,367
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,866,367
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.73%
12. TYPE OF REPORTING PERSON
OO
CUSIP No. 09746Y105
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathan Auerbach
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
10,866,367
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
10,866,367
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,866,367
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.73%
12. TYPE OF REPORTING PERSON
IN
CUSIP No. 09746Y105
---------------------
** The date of the event which requires the filing of this statement with
respect to Hound Partners, LP is February 12, 2008.
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Hound Partners, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
4,793,154
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,793,154
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,793,154
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.93%
12. TYPE OF REPORTING PERSON
PN
CUSIP No. 09746Y105
---------------------
** The date of the event which requires the filing of this statement with
respect to Hound Partners Offshore Fund, LP is February 12, 2008.
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Hound Partners Offshore Fund, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
6,073,213
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
6,073,213
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,073,213
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.43%
12. TYPE OF REPORTING PERSON
PN
CUSIP No. 09746Y105
---------------------
Item 1(a). Name of Issuer:
Boise Inc.
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Item 1(b). Address of Issuer's Principal Executive Offices:
1111 West Jefferson Street, Suite 200
Boise, Idaho 83702-5388
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Item 2(a) - (c). Name Principal Business Address, and Citizenship of Person
Filing:
Hound Partners, LLC
101 Park Avenue, 48th Floor
New York, NY 10178
Hound Performance, LLC
101 Park Avenue, 48th Floor
New York, NY 10178
Jonathan Auerbach
101 Park Avenue, 48th Floor
New York, NY 10178
Hound Partners, LP
101 Park Avenue, 48th Floor
New York, NY 10178
Hound Partners Offshore Fund, LP
c/o Citco Fund Services (Curacao) N.V.
Kaya Flamboyan 9
P.O. Box 4774
Willemstad, Curacao
Netherlands Antilles
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Item 2(d). Title of Class of Securities:
Common Stock, $0.0001 Par Value
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Item 2(e). CUSIP Number:
09746Y105
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Hound Partners, LLC 10,866,367 shares
Hound Performance, LLC 10,866,367 shares
Jonathan Auerbach 10,866,367 shares
Hound Partners, LP 4,793,154 shares
Hound Partners Offshore Fund, LP 6,073,213 shares
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(b) Percent of class:
Hound Partners, LLC 12.73%
Hound Performance, LLC 12.73%
Jonathan Auerbach 12.73%
Hound Partners, LP 5.93%
Hound Partners Offshore Fund, LP 7.43%
______________________________________________________________________
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Hound Partners, LLC 0 shares
Hound Performance, LLC 0 shares
Jonathan Auerbach 0 shares
Hound Partners, LP 0 shares
Hound Partners Offshore Fund, LP 0 shares
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(ii) Shared power to vote or to direct the vote
Hound Partners, LLC 10,866,367 shares
Hound Performance, LLC 10,866,367 shares
Jonathan Auerbach 10,866,367 shares
Hound Partners, LP 4,793,154 shares
Hound Partners Offshore Fund, LP 6,073,213 shares
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(iii) Sole power to dispose or to direct the disposition of
Hound Partners, LLC 0 shares
Hound Performance, LLC 0 shares
Jonathan Auerbach 0 shares
Hound Partners, LP 0 shares
Hound Partners Offshore Fund, LP 0 shares
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(iv) Shared power to dispose or to direct the disposition of
Hound Partners, LLC 10,866,367 shares
Hound Performance, LLC 10,866,367 shares
Jonathan Auerbach 10,866,367 shares
Hound Partners, LP 4,793,154 shares
Hound Partners Offshore Fund, LP 6,073,213 shares
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Item 5. Ownership of Five Percent or Less of a Class.
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 [ ].
N/A
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person 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, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
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Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
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Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A
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Item 10. Certifications.
By signing below, each reporting person certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 24, 2008
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(Date)
HOUND PARTNERS, LLC
By: /s/ Jonathan Auerbach
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Jonathan Auerbach,
Managing Member
HOUND PERFORMANCE, LLC
By: /s/ Jonathan Auerbach
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Jonathan Auerbach,
Managing Member
/s/ Jonathan Auerbach
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HOUND PARTNERS, LP
By: Hound Performance, LLC,
its general partner
By: /s/ Jonathan Auerbach
---------------------
Jonathan Auerbach,
Managing Member
HOUND PARTNERS OFFSHORE FUND, LP
By: Hound Performance, LLC,
its general partner
By: /s/ Jonathan Auerbach
---------------------
Jonathan Auerbach,
Managing Member
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13G dated July 24, 2008 relating
to the Common Stock, par value $0.0001 of Boise Inc. shall be filed on behalf of
the undersigned.
HOUND PARTNERS, LLC
By: /s/ Jonathan Auerbach
---------------------
Jonathan Auerbach,
Managing Member
HOUND PERFORMANCE, LLC
By: /s/ Jonathan Auerbach
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Jonathan Auerbach,
Managing Member
/s/ Jonathan Auerbach
HOUND PARTNERS, LP
By: Hound Performance, LLC,
its general partner
By: /s/ Jonathan Auerbach
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Jonathan Auerbach,
Managing Member
HOUND PARTNERS OFFSHORE FUND, LP
By: Hound Performance, LLC,
its general partner
By: /s/ Jonathan Auerbach
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Jonathan Auerbach,
Managing Member
SK 22404 0002 904160 v2