Weyerhaeuser concludes Dutch auction tender for up to $250 million 6.75% notes

By Susanna Moon

Chicago, Dec. 23 - Weyerhaeuser Co. said investors tendered $363.94 million principal amount in the company's Dutch auction tender offer for up to $250 million of its $1.68 billion 6.75% notes due March 15, 2012.

The offer expired at midnight ET on Dec. 22. It began on Nov. 24.

The company had received tenders for $363.73 million of notes as of 5 p.m. ET on Dec. 8.

Because the amount of notes tendered exceeds $250 million, the securities will be prorated at a proration factor of 0.51066 for all holders that tendered at the clearing price.

Holders who tendered their notes by 5 p.m. ET on Dec. 8 will receive $875 per $1,000 principal amount, including an early tender premium of $20 per note. Holders who tendered their notes after that but before midnight ET on Dec. 22 will receive $855 per $1,000 principal amount.

The company also will pay accrued interest to the settlement date, which is expected to be Dec. 23.

As previously noted, in the Dutch auction tender offer, holders specified a purchase price of $830 to $880 per $1,000 principal amount. Weyerhaeuser accepted notes tendered in order of lowest to highest tender prices, in increments of $2.50, and selected the single lowest price per note to purchase the amount of securities equal to the tender cap.

The purchase price at which securities were tendered was used to set the purchase price and proration.

Weyerhaeuser said it would pay the same purchase price for all notes tendered at or below the clearing price and accepted for purchase.

Banc of America Securities LLC (888 292-0070 or collect 704 388-4603, attn. debt advisory services) and Citigroup Global Markets Inc. (800 558-3745 or collect 212 723-6106, attn. liability management group) are the lead dealer managers for the offers. J.P. Morgan Securities Inc., Morgan Stanley & Co. Inc. and Goldman, Sachs & Co. are co-dealer managers for the offers.

Global Bondholder Services Corp. (866 804-2200 or collect 212 430-3774) is the depositary and information agent.

Weyerhaeuser is a timber company based in Federal Way, Wash.

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