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
Date of Report (Date of earliest event reported): November 15, 2010
PLUM CREEK TIMBER COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
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| DELAWARE | | 1-10239 | | 91-1912863 |
(State of Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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999 Third Avenue, Suite 4300 Seattle, Washington | | 98104-4096 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(206) 467-3600
Registrant’s Telephone Number, including area code
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.03 | Creation of Direct Financial Obligation Or Obligation Under an Off-Balance Sheet Arrangement of a Registrant |
| (a) | On November 8, 2010, Plum Creek Timberlands, L.P. (the “Partnership”) and Plum Creek Timber Company, Inc. (the “Company” and, together with the Partnership, the “Issuers”) entered into a Purchase Agreement (the “Purchase Agreement”) with Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc., as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Underwriters agreed to purchase from the Partnership $575,000,000 aggregate principal amount of its 4.70% Notes due 2021 (the “Notes”), which are fully and unconditionally guaranteed by the Company (the “Guarantees”, and together with the Notes, the “Securities”). The Securities will be issued pursuant to an Indenture, dated November 14, 2005, by and among the Partnership, as issuer, the Company, as guarantor, and U.S. Bank National Association, as trustee, as supplemented by an Officer’s Certificate, dated November 15, 2010 (the “Certificate”). The Issuers expect the sale of the Securities to close on November 15, 2010. |
The Notes will bear interest at the rate of 4.70% per year. Interest on the Notes will be payable on March 15 and September 15 of each year, beginning on March 15, 2011. The Notes will mature on March 15, 2021. The Partnership may 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 December 15, 2020, as specified in the Indenture. Additionally, upon the occurrence of both a change of control of the Partnership or the Company and a below investment grade debt rating, the Partnership 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 will be unsecured and unsubordinated obligations of the Partnership and will rank equally with all of the Partnership’s other unsecured and unsubordinated indebtedness from time to time outstanding. The Indenture places certain limitations on the ability of the Partnership and its restricted subsidiaries from incurring secured debt, entering into sale and leaseback transactions and consolidating, merging or selling all or substantially all of its assets. The Indenture also contains customary event of default provisions.
The Guarantees by the Company will be an unsecured and unsubordinated obligation of the Company and will rank equally with all of the Company’s other unsecured and unsubordinated indebtedness from time to time outstanding. The Company has no material assets other than its direct and indirect investments in the Partnership.
The public offering price of the Notes was 99.933% of the principal amount. The Partnership expects to receive net proceeds of approximately $570 million and to use such net proceeds primarily to repay a portion of certain outstanding indebtedness.
The Securities were offered and sold pursuant to the Issuers’ automatic shelf registration statement on Form S-3 (Registration Nos. 333-158775 and 333-158775-01) under the Securities Act of 1933, as amended. The Issuers have filed with the Securities and Exchange Commission a prospectus supplement, dated November 8, 2010, together with the accompanying prospectus, dated April 24, 2009, relating to the offering and sale of the Securities.
For a complete description of the terms and conditions of the Purchase Agreement, the Indenture, the Certificate and the Notes, please refer to the Purchase Agreement, the Indenture, the Certificate and the form of Note, each of which is incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively.
Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, investment banking, commercial banking and general financing services for the Issuers, including as a participant in the Issuers’ credit facilities, for which they received or will receive customary fees and expenses.
| Item 9.01 | Financial Statements and Exhibits |
| | (d) | Exhibits. The following Exhibits are filed with this report on Form 8-K: |
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Exhibit
No. | | Description of Exhibits |
| |
| 1.1 | | Purchase Agreement, dated November 8, 2010, by and among Plum Creek Timberlands, L.P., Plum Creek Timber Company, Inc., and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc., as representatives of the several underwriters named therein. |
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| 4.1 | | Indenture, dated as of November 14, 2005, by and among Plum Creek Timberlands, L.P., as issuer, Plum Creek Timber Company, Inc., as guarantor, and U.S. Bank National Association, as trustee (incorporated herein by reference to Plum Creek Timber Company Inc.’s Form 8-K filed on November 14, 2005). |
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| 4.2 | | Officer’s Certificate, dated November 15, 2010, establishing the terms and form of the Notes. |
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| 4.3 | | Form of Note and Guarantee (included in Exhibit 4.2 above). |
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| 5.1 | | Opinion Letter of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Notes. |
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| 23.1 | | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1 above). |
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.
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| PLUM CREEK TIMBER COMPANY, INC. |
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| By: | | /s/ David W. Lambert |
| | David W. Lambert |
| | Senior Vice President and Chief |
| | Financial Officer |
DATED: November 15, 2010
PLUM CREEK TIMBER COMPANY, INC.
Exhibit Index
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Exhibit
No. | | Description of Exhibits |
| |
| 1.1 | | Purchase Agreement, dated November 8, 2010, by and among Plum Creek Timberlands, L.P., Plum Creek Timber Company, Inc., and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc., as representatives of the several underwriters named therein. |
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| 4.1 | | Indenture, dated as of November 14, 2005, by and among Plum Creek Timberlands, L.P., as issuer, Plum Creek Timber Company, Inc., as guarantor, and U.S. Bank National Association, as trustee (incorporated herein by reference to Plum Creek Timber Company Inc.’s Form 8-K filed on November 14, 2005). |
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| 4.2 | | Officer’s Certificate, dated November 15, 2010, establishing the terms and form of the Notes. |
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| 4.3 | | Form of Note and Guarantee (included in Exhibit 4.2 above). |
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| 5.1 | | Opinion Letter of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Notes. |
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| 23.1 | | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1 above). |
