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
September 28, 2016
(Date of earliest event report)
 
 

WEYERHAEUSER COMPANY
(Exact name of registrant as specified in charter)
 
 
 
 
 
 
 
Washington
 
1-4825
 
91-0470860
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)

220 Occidental Avenue South
Seattle, Washington 98104
(Address of principal executive offices)
(zip code)
Registrant’s telephone number, including area code:
(206) 539-3000

Registrant's former address (if changed since last report):
33663 Weyerhaeuser Way South
Federal Way, Washington 98063

 
 
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 






TABLE OF CONTENTS
 
 
Item 1.01
Entry into a Material Definitive Agreement.
 
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 
Item 9.01
Financial Statements and Exhibits.
 
SIGNATURES
 






Introductory Note
As previously disclosed, Weyerhaeuser Company (“ Weyerhaeuser ”) merged with Plum Creek Timber Company, Inc. (“ Plum Creek ”) on February 19, 2016. As part of its ongoing integration of Plum Creek operations, Weyerhaeuser has consolidated several former Plum Creek subsidiary entities. On September 28, 2016, Plum Creek Timberlands, L.P. (“ Plum Creek Timberlands ”), a Delaware limited partnership and the former Plum Creek operating subsidiary, merged with and into Weyerhaeuser (the “ Subsidiary Merger ”), with Weyerhaeuser as the surviving company.
Section 1 - Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On September 28, 2016, in connection with the Subsidiary Merger, Weyerhaeuser and U.S. Bank National Association, as Trustee, entered into Supplemental Indenture No. 2 (the “ Supplemental Indenture ”) with respect to the Indenture dated as of November 14, 2005 (as supplemented by Supplemental Indenture No. 1 dated as of February 19, 2016, the “ Indenture ”) governing the 4.70% Notes due 2021 and the 3.25% Notes due 2023 (the “ Notes ”). Pursuant to the Supplemental Indenture, Weyerhaeuser has assumed all of the obligations, and succeeds to all of the rights, of Plum Creek Timberlands under the Indenture, the Notes and the related agreements.
The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the full text of the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 2 - Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of Section 1 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of Section 2.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits . The following exhibits are filed with this report.
Exhibit No.      Description

4.1
Supplemental Indenture No. 2 dated September 28, 2016, by and between Weyerhaeuser Company, as Successor Issuer, and U.S. Bank National Association, as Trustee, relating to the 4.70% Notes due 2021 and the 3.25% Notes due 2023
4.2
Supplemental Indenture No. 1 dated February 19, 2016 by and among Plum Creek Timberlands, L.P., as Issuer, Weyerhaeuser Company, as Successor Guarantor, and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, File No. 1-4825, filed on February 19, 2016)
4.3
Indenture, dated November 14, 2005, by and among Plum Creek Timberlands, L.P., as Issuer, Weyerhaeuser Company, as successor to Plum Creek Timber Company, Inc., as Guarantor, and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, File No. 1-4825, filed on February 19, 2016)
4.4
Officer’s Certificate dated November 15, 2010, executed by Plum Creek Timberlands, L.P., as Issuer, establishing the terms and form of the 4.70% Notes due 2021 (Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K, File No. 1-4825, filed on February 19, 2016)




4.5
Officer’s Certificate dated November 26, 2012, executed by Plum Creek Timberlands, L.P., as Issuer, establishing the terms and form of the 3.25% Notes due 2023 (Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K, File No. 1-4825, filed on February 19, 2016)





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.
 
 
WEYERHAEUSER COMPANY
 
 
 
 
By:
 
/s/ Devin W. Stockfish
 
Name:
 
Devin W. Stockfish
 
Its:
 
Senior Vice President, General Counsel and Corporate Secretary

Date: September 30, 2016





EXHIBIT INDEX
Exhibit No.
 
Description
4.1
 
Supplemental Indenture No. 2 dated September 28, 2016, by and between Weyerhaeuser Company, as Successor Issuer, and U.S. Bank National Association, as Trustee, relating to the 4.70% Notes due 2021 and the 3.25% Notes due 2023

4.2
 
Supplemental Indenture No. 1 dated February 19, 2016 by and among Plum Creek Timberlands, L.P., as Issuer, Weyerhaeuser Company, as Successor Guarantor, and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, File No. 1-4825, filed on February 19, 2016)

4.3
 
Indenture, dated November 14, 2005, by and among Plum Creek Timberlands, L.P., as Issuer, Weyerhaeuser Company, as successor to Plum Creek Timber Company, Inc., as Guarantor, and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, File No. 1-4825, filed on February 19, 2016)

4.4
 
Officer’s Certificate dated November 15, 2010, executed by Plum Creek Timberlands, L.P., as Issuer, establishing the terms and form of the 4.70% Notes due 2021 (Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K, File No. 1-4825, filed on February 19, 2016)
4.5
 
Officer’s Certificate dated November 26, 2012, executed by Plum Creek Timberlands, L.P., as Issuer, establishing the terms and form of the 3.25% Notes due 2023 (Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K, File No. 1-4825, filed on February 19, 2016)






Exhibit 4.1








WEYERHAEUSER COMPANY,

as Issuer
(as successor to PLUM CREEK TIMBERLANDS, L.P.)

and

as Guarantor

to

U.S. Bank National Association

as Trustee


Supplemental Indenture No. 2

Dated as of September 28, 2016

to

Indenture

Dated as of November 14, 2005

Debt Securities







SUPPLEMENTAL INDENTURE NO. 2 (this “Second Supplemental Indenture”), dated as of September 28, 2016, between Weyerhaeuser Company, a Washington corporation (the “Successor Issuer”), as successor to Plum Creek Timberlands, L.P., a Delaware limited partnership (the “Original Issuer”), and as successor to Plum Creek Timber Company, Inc., a Delaware corporation (the “Original Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”) under the hereafter defined Indenture.
W I T N E S S E T H:
WHEREAS , the Original Issuer and the Original Guarantor previously executed and delivered to the Trustee an Indenture dated as of November 14, 2005 (the “Indenture”), as supplemented by the supplemental indenture dated as of February 19, 2016, among the Original Issuer, as issuer, the Successor Issuer, as successor guarantor, and the Trustee, as trustee, providing for the issuance from time to time by the Original Issuer of one or more series of Securities up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of the Indenture;
WHEREAS , the Original Issuer has previously established the terms of two series of Securities under the Indenture (collectively, the “Existing Securities”): (i) the 4.70% Notes due 2021 and (ii) the 3.25% Notes due 2023; and
WHEREAS , pursuant to the terms of the Agreement and Plan of Merger dated as of November 6, 2015 between the Original Guarantor and the Successor Issuer, the Original Guarantor merged with and into the Successor Issuer, effective as of 4:30 p.m., New York City time on February 19, 2016, whereupon the separate corporate existence of the Original Guarantor ceased and the Successor Issuer continued as the surviving entity and thereupon the Successor Issuer assumed by operation of law all obligations of the Original Guarantor, including the Indenture; and
WHEREAS , pursuant to the terms of the Agreement and Plan of Merger dated as of September 7, 2016 between the Original Issuer and the Successor Issuer (the “Merger Agreement”), the Original Issuer shall merge with and into the Successor Issuer, effective as of 11:59 p.m., New York City time on September 28, 2016 (the “Effective Time”), whereupon the separate corporate existence of the Original Issuer shall cease and the Successor Issuer shall continue as the surviving entity (the “Merger”) and thereupon the Successor Issuer shall assume by operation of law all obligations of the Original Issuer, including the Indenture; and
WHEREAS , pursuant to Section 11.3 of the Indenture, as of the Effective Time the Successor Issuer, as successor to the Original Issuer by virtue of the Merger, shall be bound by all the covenants, stipulations, promises and agreements in the Indenture contained by or on behalf of the Original Issuer, including in respect of the Existing Securities; and
WHEREAS , the execution and delivery of this Second Supplemental Indenture has been duly and validly authorized by the Successor Issuer; and
WHEREAS , pursuant to Section 8.1(b) of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture without the consent of Securityholders; and
WHEREAS , all the conditions and requirements necessary to make this Second Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto.




NOW, THEREFORE , in consideration of the premises and the purchases of the Securities by the holders thereof, it is mutually covenanted and agreed for the equal and proportionate benefit of the respective holders from time to time of the Securities and of the coupons, if any, appertaining thereto as follows:
ARTICLE ONE
ASSUMPTION
SECTION 1.01. Assumption . As of the Effective Time, the Successor Issuer agrees that it shall be bound by all the covenants, stipulations, promises and agreements in the Indenture and the Securities contained by or on behalf of the Original Issuer. Accordingly, as of the Effective Time, the Successor Issuer shall succeed to, and be substituted for, and may exercise every right and power of, the Original Issuer under the Indenture and the Securities with the same effect as if the Successor Issuer had been named as the Issuer therein, and all references to the “Issuer” in the Indenture and any Securities shall be deemed to be references to the Successor Issuer.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
SECTION 2.01. Terms Defined . For all purposes of this Second Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.
SECTION 2.02. Indenture . Except as amended hereby, the Indenture and the Existing Securities are in all respects ratified and confirmed and all the terms shall remain in full force and effect.
SECTION 2.03. New York Law to Govern . THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
SECTION 2.04. Successors and Assigns of Issuer and Guarantor Bound by Second Supplemental Indenture . All the covenants, stipulations, promises and agreements in this Second Supplemental Indenture contained by or on behalf of the Issuer and the Guarantor shall bind their respective successors and assigns, whether so expressed or not.
SECTION 2.05. Counterparts . This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.
SECTION 2.06. Trustee Not Responsible for Recitals . The recitals contained herein shall be taken as the statements of the Issuer or the Guarantor, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture.
SECTION 2.07. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.




 
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first written above.
WEYERHAEUSER COMPANY
By:
/s/ Laura B. Smith
 
 
Name: Laura B. Smith
Title: Vice President and Treasurer
Attest:
By:
/s/ Jacqueline W. Hawn
 
Jacqueline W. Hawn
Assistant Secretary

U.S. BANK NATIONAL ASSOCIATION
By:
/s/ Thomas Zrust
 
 
Name: Thomas Zrust
Title: Vice President

[Signature Page to Supplemental Indenture]