8-K

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

Date of report (Date of earliest event reported): May 2, 2016 (May 1, 2016)

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)

Federal Way, Washington 98063-9777

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code:(253) 924-2345

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 (see General Instruction A.2. below):

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

Item 1.01. Entry into Material Definitive Agreement.

On May 2, 2016, Weyerhaeuser Company, a Washington corporation (the “Company”), announced that Weyerhaeuser NR Company, a Washington corporation and a wholly owned subsidiary of the Company (“Weyerhaeuser NR”), had entered into a purchase agreement dated as of May 1, 2016 (the “Purchase Agreement”), with International Paper Company, a New York corporation (the “Buyer”), pursuant to which Weyerhaeuser NR agreed to sell to the Buyer its Cellulose Fibers business (but not including Weyerhaeuser NR’s liquid packaging business or interests in North Pacific Paper Corporation) (the “Business”).

The Business includes five pulp mills located in Columbus, Miss.; Flint River, Ga.; New Bern, N.C.; Port Wentworth, Ga. and Grande Prairie, Alberta and two modified fiber mills located in Columbus, Miss. and Gdansk, Poland.

Pursuant to the Purchase Agreement, the Buyer agreed to pay to Weyerhaeuser NR $2.2 billion in cash (the “Purchase Price”), and to assume certain liabilities relating to the Business (the “Assumed Liabilities”).  The Purchase Price is subject to certain adjustments, including (1) for changes in working capital of the Business from a target amount, (2) for certain third-party indebtedness of the Business, (3) for certain specified capital expenditures undertaken prior to closing of the transaction with respect to the Business and (4) as described below in the event that the Buyer is required to divest more than one pulp mill.  The purchase and sale of the Business and the assumption of the Assumed Liabilities are referred to as the “Acquisition”.

Weyerhaeuser NR has agreed to certain pre-closing covenants in the Purchase Agreement, including a covenant to conduct the Business in the ordinary course.  Closing of the Acquisition is subject to customary closing conditions, including (1) absence of any material adverse effect on the Business, (2) receipt of required regulatory approvals, including expiration of the waiting period required pursuant to the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (3) Federal Energy Regulatory Commission approval and (4) execution and delivery of certain ancillary agreements.  The Acquisition is not subject to a financing condition.

The Buyer has agreed that, if necessary to secure antitrust clearance for the Acquisition, it will divest up to two pulp mills, with the specific divested mill or mills to be determined in the process of obtaining such clearance.  In the event that the Buyer is required to divest more than one such mill, the Purchase Price will be reduced by $50 million.  Pursuant to the Purchase Agreement, a termination fee is not payable by the Buyer to Weyerhaeuser NR or Weyerhaeuser NR to the Buyer under any circumstances.

The Acquisition is expected to close in the fourth quarter of 2016. The Agreement permits either party to terminate the Agreement if the Acquisition has not been consummated on or before May 1, 2017 (the “Outside Date”), subject to each party’s right to extend the Outside Date until August 1, 2017 in the event that certain governmental approvals are the only closing conditions that remain to be fulfilled.

The Purchase Agreement contains customary representations and warranties, covenants and indemnities relating to the sale.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Purchase Agreement, which is to be filed with the Company’s Form 10-Q for the quarter ended June 30, 2016.  All shareholders of the Company are urged to read the Purchase Agreement carefully and in its entirety when it becomes available because it contains important information not summarized in this current report.  The Purchase Agreement provides information regarding the terms of the Acquisition.  It is not intended to provide any other factual information about the Company, the Buyer or any of their respective subsidiaries, affiliates or businesses.

The Purchase Agreement contains representations and warranties that Weyerhaeuser NR and the Buyer made to each other as of specific dates.  The assertions embodied in those representations and warranties were made solely for purposes of the contract between the parties to the Purchase Agreement and may be subject to important qualifications and limitations agreed by the parties in connection with negotiating the terms of the contract.  Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to shareholders, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts.  For the foregoing reasons, you should not rely on the representations and warranties as statements of factual information.

Item 8.01. Other Events.

On May 2, 2016, the Company issued a press release announcing the Acquisition.  A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Press Release, dated May 2, 2016

SIGNATURE

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
	Title:    Senior Vice President, General Counsel and Corporate Secretary

Date: May 2, 2016

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated May 2, 2016

EX-99.1

Exhibit 99.1

Weyerhaeuser to Sell Cellulose Fibers Pulp Mills

to International Paper for $2.2 Billion in Cash

Strategic review of liquid packaging and publishing papers facilities is ongoing

FEDERAL WAY, Wash. (May 2, 2016) – Weyerhaeuser Company (NYSE: WY) today announced an agreement to sell its Cellulose Fibers pulp mills to International Paper for $2.2 billion in cash. Weyerhaeuser expects to use a substantial portion of the estimated $1.6 billion after-tax proceeds for repayment of term loans issued in conjunction with the company’s previously announced $2.5 billion share repurchase program.

The transaction includes five pulp mills located in Columbus, Miss.; Flint River, Ga.; New Bern, N.C.; Port Wentworth, Ga. and Grande Prairie, Alberta, with a combined total capacity of nearly 1.9 million metric tons. The sale also includes two modified fiber mills in Columbus, Miss. and Gdansk, Poland.

The announcement completes the first phase of the company’s strategic review of the Cellulose Fibers business. The transaction with International Paper does not include Weyerhaeuser’s liquid packaging board facility or newsprint and publishing papers joint-venture. Weyerhaeuser’s review of those assets is ongoing.

“This transaction delivers compelling value for Weyerhaeuser shareholders and further focuses our portfolio as we work to be the world’s premier timber, land, and forest products company,” said Doyle R. Simons, president and chief executive officer.

“I want to thank the employees of the Cellulose Fibers pulp mills for continuing to operate safely, and for delivering an exceptional customer experience throughout the strategic review process,” said Simons. “Our mills are world class producers of pulp, and the assets and people are among the finest in the industry. This transaction will position the mills to achieve their full potential as part of an industry-leading pulp and paper manufacturer.”

The transaction is subject to customary closing conditions including regulatory review and is expected to close in the fourth quarter of 2016. The Weyerhaeuser pulp business and International Paper will continue to operate separately until the transaction closes.

Morgan Stanley & Co. LLC acted as financial advisor to Weyerhaeuser in the transaction.

ABOUT WEYERHAEUSER

Weyerhaeuser Company, one of the world’s largest private owners of timberlands, began operations in 1900. We own or control more than 13 million acres of timberlands, primarily in the U.S., and manage additional timberlands under long-term licenses in Canada. We manage these timberlands on a sustainable basis in compliance with internationally recognized forestry standards. We are also one of the largest manufacturers of wood and cellulose fibers products. Our company is a real estate investment trust. In February 2016, we merged with Plum Creek Timber Company, Inc. In 2015, Weyerhaeuser and Plum Creek, on a combined basis, generated approximately $8.5 billion in net sales and employed nearly 14 thousand people who serve customers worldwide. We are listed on the Dow Jones World Sustainability Index. Our common stock trades on the New York Stock Exchange under the symbol WY. Learn more at www.weyerhaeuser.com.

FORWARD-LOOKING STATEMENTS

This communication contains statements concerning the company’s future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, with respect to any potential transaction involving Weyerhaeuser’s Cellulose Fibers business or the structure or timing of any such transaction, the use of proceeds from any such transaction, as well as the risk factors disclosed in Weyerhaeuser’s filings with the SEC, including Weyerhaeuser’s annual reports on Form 10-K for the year ended December 31, 2015. These forward-looking statements are based on various assumptions and may not be accurate because of risks and uncertainties surrounding these assumptions. Factors listed above, as well as other factors, may cause actual results to differ significantly from these forward-looking statements. There is no guarantee that any of the events anticipated by these forward-looking statements will occur. If any of the events occur, there is no guarantee what effect they will have on company operations or financial condition. The company will not update these forward-looking statements after the date of this news release.

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