Business News
WEYERHAEUSER ANNOUNCES RESULTS AS OF THE EARLY TENDER DATE AND AMENDMENT TO ITS CASH TENDER OFFER
Thursday 26. November 2009 - Weyerhaeuser Company (NYSE:WY) today announced that as of Nov. 24, 2009 (the "Early Tender Date"), $318,372,000 principal amount of its outstanding 6.750% Notes due March 15, 2012 (the "Securities") had been tendered in its previously announced cash tender offer (the "Offer") and that it has amended the terms of the Offer in the manner described in this release. Except as otherwise provided in this release, the terms and conditions of the Offer are set forth in the Companys Offer to Purchase dated Nov. 10, 2009 and the accompanying Letter of Transmittal and remain unchanged.
In the Offer, Weyerhaeuser (the “Company”) is offering to purchase for cash up to $500 million principal amount (the “Tender Cap”) of the Securities from each registered holder of Securities (a “Holder”). As amended, the Company is now offering to pay for each $1,000 principal amount of Securities validly tendered at any time prior to the Expiration Date (as defined below) and accepted for purchase a fixed price of $1,062.50. The Offer originally contemplated that the total consideration was to be determined pursuant to a modified “Dutch Auction” procedure, with the purchase price to be set at an amount not less than $1,030 nor greater than $1,062.50 per $1,000 principal amount, and that Securities tendered in the Offer after the Early Tender Date would not be eligible to receive the $30.00 Early Tender Premium. As amended, the Company will pay the same consideration ($1,062.50) for any Securities purchased in the Offer, regardless of whether they were tendered prior to or after the Early Tender Date. The Withdrawal Deadline (as defined in the Offer to Purchase) has not been extended. The amended terms of the Offer are summarized in the table below.
CUSIP Number
Title of Security
Principal Amount Outstanding
Tender Cap
Purchase Price (1)
962166BP8
6.750% Notes due 3/15/12
$1,433,122,000
$500,000,000
$1,062.50
(1) Per $1,000 principal amount of Securities that are accepted for purchase.
Since the Company is now offering to purchase Securities at a fixed price of $1,062.50 and the Offer is no longer being conducted as a modified “Dutch Auction,” Holders desiring to tender their Securities will no longer be required to specify the price at which they are tendering their Securities and any such specification will be ignored and deemed null and void.
The Offer will expire at 12 midnight, New York City time, on Dec. 9, 2009, unless extended (such date and time, as the same may be extended, the “Expiration Date”).
In addition to any consideration received, Holders who tender Securities will be paid any accrued and unpaid interest calculated up to the settlement date (the “Settlement Date”). The Settlement Date for the Offer is expected to be Dec. 10, 2009.
BofA Merrill Lynch and Citigroup Global Markets Inc. are the lead dealer managers for the Offer. Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. are the co-dealer managers for the Offer. Global Bondholder Services Corporation is the Depositary and Information Agent. This news release is neither an offer to purchase nor a solicitation of an offer to sell the Securities. The Offer is made only by the Offer to Purchase as amended hereby, and the information in this news release is qualified by reference to the Offer to Purchase. Persons with questions regarding the Offer should contact BofA Merrill Lynch toll free at (888) 292-0070 or collect at (646) 855-3401, Attn. Debt Advisory Services or Citigroup Global Markets Inc. toll free at (800) 558?3745 or collect at (212) 723?6106, Attn. Liability Management Desk. Requests for documents should be directed to Global Bondholder Services Corporation toll free at (866) 804?2200 or collect at (212) 430?3774.