Weyerhaeuser today announced the commencement of a cash tender offer to purchase up to $500 million principal amount of its 6.750% Notes due March 15, 2012.
Weyerhaeuser (the “Company”) is offering to purchase for cash (the “Offer”) up to $500 million principal amount (the “Tender Cap”) of its outstanding 6.750% Notes due March 15, 2012 (the “Securities”) from each registered holder of Securities (a “Holder”), pursuant to the terms and conditions set forth in an Offer to Purchase dated Nov. 10, 2009 and the related Letter of Transmittal.
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”). Holders of Securities must validly tender and not validly withdraw their Securities at or before 5 p.m., New York City time, on Nov. 24, 2009, unless extended (such date and time, as the same may be extended, the “Early Tender Date”) to be eligible to receive the Purchase Price (determined pursuant to the modified “Dutch Auction” procedure described below). The deadline for Holders to validly withdraw tenders of Securities is 5 p.m., New York City time, on Nov. 24, 2009, unless extended (such date and time, as the same may be extended, the “Withdrawal Deadline”). Holders of Securities who validly tender their Securities after the Early Tender Date and at or before 12 midnight, New York City time, on the Expiration Date will be eligible to receive the Purchase Price minus the Early Tender Premium set out in the table above (the Purchase Price minus the Early Tender Premium, the “Late Purchase Price”).
Under the modified “Dutch Auction” procedure, Weyerhaeuser will accept Securities validly tendered in the order of the lowest to the highest tender prices specified by tendering Holders (in increments of $1.25), and will select the single lowest price per $1,000 principal amount of Securities to enable the Company to purchase the amount of Securities equal to the Tender Cap (or, if less than the Tender Cap are validly tendered, all Securities so tendered) (the “Purchase Price”). The price at which Securities were tendered (before the subtraction of the Early Tender Premium, if applicable, as described below) will be used for the purpose of determining the Purchase Price and proration, as described below. Weyerhaeuser will pay the same Purchase Price (subject to adjustment, as described below) for all Securities validly tendered at or below the clearing price and accepted for purchase in the Offer. The Purchase Price paid for Securities tendered after the Early Tender Date will be reduced by the Early Tender Premium set out above.
If the aggregate amount of Securities validly tendered at or below the clearing price and not validly withdrawn exceeds the Tender Cap, then, subject to the terms and conditions set forth in the Offer to Purchase and related Letter of Transmittal, Weyerhaeuser will accept for purchase, first, all Securities validly tendered at prices (in increments of $1.25) below the clearing price and, thereafter, the Securities validly tendered at the clearing price on a prorated basis according to the principal amount of such Securities. The Company will make appropriate adjustments downward to the nearest $1,000 principal amount to avoid purchases of Securities in principal amounts other than integral multiples of $1,000.
In addition to any consideration received, Holders who tender Securities will be paid any accrued and unpaid interest calculated up to, but not including, the settlement date (the “Settlement Date”). The Settlement Date for the Offer is expected to be Dec. 10, 2009.