| Section 1. | Registrant’s Business and Operations |
| Item 1.01 | Entry Into a Material Definitive Agreement. |
On February 21, 2019, Weyerhaeuser Company (“Weyerhaeuser”) entered into an underwriting agreement (“Underwriting Agreement”) with Goldman, Sachs & Co. LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, pursuant to which the underwriters agreed to purchase from Weyerhaeuser $750,000,000 aggregate principal amount of its 4.00% Notes due 2029 (the “Notes”). The Notes were issued pursuant to an Indenture, dated as of April 1, 1986, as amended and supplemented by a First Supplemental Indenture thereto dated as of February 15, 1991, a Second Supplemental Indenture thereto dated as of February 1, 1993, a Third Supplemental Indenture thereto dated as of October 22, 2001 and a Fourth Supplemental Indenture thereto dated as of March 12, 2002 (collectively, the “Indenture”), each between Weyerhaeuser and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank and Chemical Bank), a national banking association, as trustee. The sale of the Notes closed on February 25, 2019.
The Notes bear interest at the rate of 4.00% per year, accruing from February 25, 2019. Interest on the Notes will be payable on May 15 and November 15 of each year, beginning on May 15, 2019. The Notes will mature on November 15, 2029. Weyerhaeuser may at its option redeem some or all of the Notes at any time prior to maturity at a redemption price equal to the sum of 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued but unpaid interest, if any, to but not including the redemption date, plus a make-whole amount if the redemption occurs prior to August 15, 2029, as specified in the Notes. Additionally, upon the occurrence of both (1) a change of control of Weyerhaeuser and (2) a below investment grade debt rating by each of Moody’s Investors Service, Inc. and S&P Global Ratings, a division of S&P Global Inc., within a specified period, Weyerhaeuser would be required to redeem the Notes at 101% of the aggregate principal amount of the Notes outstanding, plus accrued but unpaid interest, if any, to but not including the repurchase date.
The Notes are unsecured and unsubordinated obligations of Weyerhaeuser and rank equally in right of payment with all of Weyerhaeuser’s other unsecured and unsubordinated indebtedness from time to time outstanding. The Indenture places certain limitations on the ability of Weyerhaeuser and its subsidiaries to incur certain secured debt and to enter into certain sale and leaseback transactions and certain limitations on the ability of Weyerhaeuser to consolidate, merge or sell all or substantially all of its assets. The Indenture also contains customary event of default provisions.
The public offering price of the Notes was 99.462% of the principal amount. Weyerhaeuser received net proceeds of approximately $741,090,000 and will use such net proceeds to repay its 7.375% notes due October 1, 2019 (CUSIP No. 962166 BV5) (the “Notes due 2019”), and for other general corporate purposes.
The Notes were offered and sold pursuant to Weyerhaeuser’s automatic shelf registration statement on FormS-3 (RegistrationNo. 333-225502) under the Securities Act of 1933, as amended. Weyerhaeuser has filed with the Securities and Exchange Commission a prospectus supplement, dated February 21, 2019, together with the accompanying prospectus, dated June 7, 2018, relating to the offering and sale of the Notes.
For a complete description of the terms and conditions of the Underwriting Agreement and the Notes, please refer to the Underwriting Agreement, the Officers’ Certificate of Weyerhaeuser Company pursuant to the Indenture, the form of Note, and certain opinions relating to the Notes, each of which is incorporated herein by reference and attached to this Current Report on Form8-K as Exhibits 1.1, 4.1, 4.2, 5.1, 5.2 and 8.1, respectively.
