kl02075.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934 (Amendment No. 1)
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)
February 19,
2009
(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
0
EACH ____________________________________________________________
REPORTING 9) SOLE DISPOSITIVE
POWER
PERSON
0
WITH ____________________________________________________________
10) SHARED DISPOSITIVE
POWER
0
______________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
0
______________________________________________________________________________
12)
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
__________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0%
__________________________________________________________________________
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
6,502,532*
SHARES
____________________________________________________________
BENEFICIALLY 8) SHARED VOTING
POWER
OWNED
BY
0
EACH ____________________________________________________________
REPORTING 9) SOLE DISPOSITIVE
POWER
PERSON
6,502,532*
WITH ____________________________________________________________
10) SHARED DISPOSITIVE
POWER
0
______________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,502,532*
______________________________________________________________________________
12)
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
__________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
8.01%**
__________________________________________________________________________
14) TYPE OF REPORTING
PERSON
IN
_____________________________________________________________________________________________________________________________________________________________
*Includes
Warrants to purchase 1,500,000 shares of Common Stock which are currently
exercisable.
** Based on 79,697,630 shares of Common
Stock issued and outstanding as of the date hereof, plus and assuming exercise
of the Reporting Person’s Warrants to purchase 1,500,000 shares of Common
Stock.
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
6,428,732*
SHARES
____________________________________________________________
BENEFICIALLY 8) SHARED VOTING
POWER
OWNED
BY
0
EACH ____________________________________________________________
REPORTING 9) SOLE DISPOSITIVE
POWER
PERSON
6,428,732*
WITH ____________________________________________________________
10) SHARED DISPOSITIVE
POWER
0
______________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
6,428,732*
______________________________________________________________________________
12)
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
__________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
7.92%**
__________________________________________________________________________
14) TYPE OF REPORTING
PERSON
IN
_____________________________________________________________________________________________________________________________________________________________
*Includes
Warrants to purchase 1,502,900 shares of Common Stock which are currently
exercisable.
** Based on 79,697,630 shares of Common
Stock issued and outstanding as of the date hereof, plus and assuming exercise
of the Reporting Person’s Warrants to purchase 1,502,900 shares of Common
Stock.
Item
1. Security and
Issuer.
This
Amendment No. 1 amends and supplements the Schedule 13D filed with the
Securities and Exchange Commission on December 3, 2008 by and on behalf of
Terrapin Partners Venture Partnership, Jason Weiss and Nathan Leight (each, a
“Reporting Person” and, collectively, the “Reporting Persons”) with respect to
shares of 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
4.
Purpose of
Transaction.
Item 4 is
hereby amended to add the following:
On
February 19, 2009, Terrapin Partners Venture Partnership transferred a total of
590,527 shares of Common Stock to holders of Contingent Value Rights Agreements
dated as of February 2008 (the "CVRs"), a form of which is included as Exhibit
99.2 to the Issuer's Schedule 14A filed with the Securities and Exchange
Commission on February 1, 2008, in satisfaction of such CVRs. Pursuant to the
CVR Agreements, Terrapin Partners Venture Partnership was obligated to pay (in
the form of cash or the issuer's common shares) to CVR holders an amount per CVR
by which the Anniversary Price (defined as the arithmetical average of the
volume weighted average trading price of the Common Stock as reported by
Bloomberg Professional Service for the period beginning 9:30 a.m., New York City
time and ending at 4:00 p.m., New York City time for the 30 trading days prior
to February 5, 2009) was less than $10.50, up to a maximum of
$1.00.
On
February 23, 2009, Terrapin Partners Venture Partnership, of which Messrs.
Leight and Weiss are general partners, distributed a total of 4,284,732 shares
of Common Stock to certain family trusts of Mr. Weiss, a total of 4,284,732
shares of Common Stock to Mr. Leight or his family trust, and the remainder of
its shares of Common Stock to its other partners. As a
result, Terrapin Partners Venture Partnership ceased to own any
shares of Common Stock.
In
addition, on February 23, 2009, Terrapin Partners Employee Partnership
distributed 56,700 shares of Common Stock to a family trust of Mr. Leight,
56,700 shares of Common Stock to a family trust of Mr. Weiss, and the remainder
of its shares of Common Stock to its other partners. Terrapin
Partners, LLC, of which Messrs. Leight and Weiss are co-managers, is the general
partner of Terrapin Partners Employee Partnership.
Item
5. Interest in Securities of
the Issuer.
Item is
hereby amended and restated in its entirety as follows:
(a) As a result of the
transactions described in Item 4 above, as amended, Mr. Leight may be deemed to
beneficially own an aggregate of 6,428,732 shares of Common Stock (including in
respect of Warrants to purchase 1,502,900 shares of Common Stock which are
currently exercisable), or 7.92% of the outstanding Common Stock; Mr. Weiss may
be deemed to beneficially own an aggregate of 6,502,532 shares of Common Stock
(including in respect of
Warrants
to purchase 1,500,000 shares of Common Stock which are currently exercisable),
or 8.01% of the outstanding Common Stock; and Terrapin Partners Venture
Partnership no longer beneficially owns any shares of Common Stock.
(b) Each of Mr. Leight and
Mr. Weiss has the sole power to vote or to direct the vote of and to dispose or
direct the disposition of all of the shares of Common Stock he may be deemed to
beneficially own as reported herein. Each of Mr. Leight and Mr. Weiss
disclaims beneficial ownership of any such shares of Common Stock except to the
extent of his pecuniary interest therein, and the inclusion of such shares of
Common Stock in this report shall not be deemed to be an admission that Mr.
Leight or Mr. Weiss has beneficial ownership of such shares for purposes of
Section 16 of the Securities Exchange Act of 1934, as amended, or for any other
purpose.
(c) Except as described above in Item
4, as amended hereby, no Reporting Person has effected any transaction in the
Common Stock during the sixty days preceding the filing of this Schedule
13D.
(d) Not applicable.
(e) Terrapin Partners Venture
Partnership ceased to be the beneficial owner of more than five percent of the
outstanding Common Stock on February 19, 2009.
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: February
27, 2009
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
/s/ Jason
Weiss
NATHAN
LEIGHT
/s/ Nathan
Leight