Weyerhaeuser prices oversubscribed 10 series waterfall tender

By William Gullotti

Buffalo, N.Y., March 9 – Weyerhaeuser Co. announced the pricing terms of its Feb. 23 waterfall cash tender offers for 10 series of debt securities, according to a Wednesday press release.

In an earlier press release on Wednesday, Weyerhaeuser announced it increased the cap to $1.2 billion from $1 billion, not including accrued and unpaid interest.

As of 10 a.m. ET on March 9, the company said it expects to accept tendered notes from five of the 10 series. Even after increasing the overall cap, about $1.16 billion of notes validly tendered before the early deadline at 5 p.m. ET on March 8 will not be accepted for purchase.

Listed by acceptance priority level, with the total consideration per $1,000 principal amount, Weyerhaeuser expects to accept for purchase all of the following tendered notes:

• $160.9 million of the $300 million outstanding 8.5% debentures due 2025 (Cusip: 962166AT1) at a total consideration $1,175.15 and an offer yield of 2.126%, priced using the 1.5% U.S. Treasury due Feb. 15, 2025 plus 30 basis points;

• $64.72 million of the $136,033,000 outstanding 7.95% debentures due 2025 (Cusip: 962166AU8) at a total consideration $1,164.37 and an offer yield of 2.276%, priced using the 1.5% U.S. Treasury due Feb. 15, 2025 plus 45 bps;

• $40,327,000 of the $99,899,000 outstanding 7.85% debentures due 2026 (Cusip: 969133AK3) at a total consideration $1,220.56 and an offer yield of 2.426%, priced using the 1.5% U.S. Treasury due Jan. 31, 2027 plus 55 bps; and

• $72,986,000 of the $191,089,000 outstanding 7.125% debentures due 2023 (Cusip: 962166AS3) at a total consideration $1,071.91 and an offer yield of 1.701%, priced using the 0.875% U.S. Treasury due Jan. 31, 2024 plus 5 bps.

The company will also accept a portion of the $825,597,000 tendered of the $1.25 billion outstanding 7.375% debentures due 2032 (Cusip: 962166BR4) at a total consideration of $1,363.74 and an offer yield of 3.118%, priced using the 1.875% U.S. Treasury due Feb. 15, 2032 plus 120 bps. Notes from this series will be accepted at a proration factor of 71.8% to prevent exceeding the offer cap.

The total consideration includes a $50 early tender premium per $1,000 note. In addition to the total consideration, the payment will also include accrued and unpaid interest up to, but excluding, the early settlement date.

Early settlement is planned for March 10.

Weyerhaeuser will not accept the following tendered notes for purchase:

• $32,046,000 of the $62,312,000 outstanding 7.35% debentures due 2026 (Cusip: 969133AJ6);

• $116,137,000 of $300 million outstanding 6.95% debentures due 2027 (Cusip: 962166AW4);

• $168,164,000 of $275 million outstanding 6.875% debentures due 2033 (Cusip: 962166BT0);

• $473,061,000 of $750 million outstanding 4% notes due 2030 (Cusip: 962166BY9); and

• $375,437,000 of $750 million outstanding 4% notes due 2029 (Cusip: 962166BX1).

According to the press release, Weyerhaeuser completed its concurrent $900 million offering of 3.375% notes due 2033 and 4% notes due 2052, which satisfied the funding condition for the tender offer.

Notes tendered and not purchased will be returned to holders promptly after the early settlement date.

Because the offer was fully subscribed as of the early tender deadline, the company does not expect to accept for purchase any notes tendered after the early deadline, even though the waterfall offer is scheduled to expire at 11:59 p.m. ET on March 22.

There will be no final settlement, and any notes tendered after the early settlement deadline will not be accepted.

BofA Securities, Inc. (888 292-0070, 980 387-3907), Goldman Sachs & Co. LLC (800 828-3182, 212 357-1452), J.P. Morgan Securities LLC (866 834-4666, 212 834-3822) and Morgan Stanley & Co. LLC (800 624-1808, 212 761-1057) are the lead dealer managers for the offer.

MUFG Securities Americas Inc., Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC are co-dealer managers for the offer.

D.F. King & Co., Inc. (800 431-9646, 212 269-5550, wy@dfking.com) is the information and tender agent for the offer.

Weyerhaeuser is a timber company based in Seattle.

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