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): August 20, 2020

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)

220 Occidental Avenue South

Seattle, Washington 98104-7800

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:

(206) 539-3000

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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.25 per share	WY	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:

☐	Emerging growth company
☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

TABLE OF CONTENTS

Item 8.01.	Other Events
Item 9.01.	Financial Statements and Exhibits
	Signatures
EXHIBIT 99.1	Notice of Redemption of 3.25% Notes due 2023.
EXHIBIT 104	Cover page interactive data file (embedded within the inline XBRL document).

Section 8 – Other Events

Item 8.01. Other Events

On August 20, 2020, Weyerhaeuser Company (“Weyerhaeuser”) directed U.S. Bank National Association, as trustee of its 3.25% Notes due 2023 (the “Notes”), to notify noteholders that Weyerhaeuser has elected to redeem, and will redeem on September 28, 2020, the entire aggregate principal amount outstanding of the Notes, which as of the date hereof is $325,000,000.00. The Notes will be redeemed at a redemption price equal to $1,069.35 per $1,000 principal amount of the Notes, reflecting the make-whole payment due on early redemption of the Notes, plus accrued and unpaid interest on the principal amount of the Notes to the redemption date. Accrued and unpaid interest on the aggregate principal amount of the Notes to the redemption date will equal $381,423.61. The manner of calculation of the redemption price was included in the Notice to Trustee of Redemption Price dated August 20, 2020.

For a complete description of the terms and conditions of Weyerhaeuser’s redemption of the Notes, please refer to the Notice of Redemption, which is filed with this current report as Exhibit 99.1 and is incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Notice of Redemption of 3.25% Notes due 2023.
104	Cover page interactive data file (embedded within the inline XBRL document).

SIGNATURES

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/ Kristy T. Harlan
Name:	Kristy T. Harlan
Its:	Senior Vice President, General Counsel and Corporate Secretary

Date: August 27, 2020

EX-99.1

Exhibit 99.1

NOTICE OF REDEMPTION

To the Holders of All Outstanding

WEYERHAEUSER COMPANY

3.25% Notes due 2023

(CUSIP No. 72925PAD7 / ISIN No. US72925PAD78)

August 20, 2020

NOTICE IS HEREBY GIVEN that, pursuant to (i) the optional redemption provisions set forth in paragraph three of the Notes (as defined below) and (ii) Section 12.2 of the Indenture dated as of November 14, 2005, by and among Plum Creek Timberlands, L.P., as Issuer, Plum Creek Timber Company, Inc., as Guarantor, and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”),as amended and supplemented by: Supplemental Indenture No. 1 dated as of February 19, 2016, by and among Plum Creek Timberlands, L.P., as Issuer, Weyerhaeuser Company, as successor Guarantor, and the Trustee; and Supplemental Indenture No. 2 dated as of September 28, 2016, by and between Weyerhaeuser Company, as successor Issuer and Guarantor, and the Trustee (collectively, the “Indenture”) relating to the Issuer’s 3.25% Notes due 2023 (CUSIP No. 72925PAD7 / ISIN No. US72925PAD78) (the “Notes”), the Issuer has elected to redeem, and will redeem on September 28, 2020 (the “Redemption Date”), all of the outstanding Notes at a redemption price equal to the sum of 100% of the aggregate principal amount of the Notes being redeemed, the accrued but unpaid interest on such Notes to, but not including, the Redemption Date, and the Make-Whole Amount (as defined in the Notes).

On the Redemption Date, the Redemption Price will become due and payable on all outstanding Notes. Unless the Issuer has failed to deposit with the Paying Agent funds sufficient to pay the Redemption Price of the Notes being redeemed, interest on the Notes will cease to accrue on and after the Redemption Date, and the only remaining rights of the holders of such Notes after the Redemption Date will be to receive payment of the Redemption Price upon surrender of the Notes to the Paying Agent.

All of the outstanding Notes will be redeemed on the Redemption Date at a redemption price (the “Redemption Price”) equal to $1,069.35 per $1,000 principal amount of Notes being redeemed, plus accrued and unpaid interest on the principal amount of the Notes being redeemed to the Redemption Date.  Accrued and unpaid interest on the principal amount of the Notes being redeemed to the Redemption Date will equal $381,423.61. The manner of calculation of the Redemption Price was included in the Notice to Trustee of Redemption Price dated August 20, 2020.

The aggregate principal amount of Notes outstanding on the date hereof is $325,000,000.00. The total redemption payment for all Notes will equal the principal amount of $325,000,000.00 plus $22,538,750.00 plus $381,423.61 for the total accrued and unpaid interest to the Redemption Date.

The Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price. The Notes may be surrendered at the following office of the Paying Agent:

U.S. Bank

Global Corporate Trust

111 Fillmore Ave E

St. Paul, MN 55107

The method chosen for the delivery of the Notes is at the option and risk of the holder.  If delivery is by mail, use of registered or certified mail, properly insured is suggested.

The CUSIP and ISIN numbers have been assigned to the Notes by an organization not affiliated with the Issuer or the Trustee and are included solely for the convenience of the holders.  Neither the Issuer nor the Trustee shall be responsible for the selection or use of the CUSIP or ISIN numbers, nor is any representation made as to their correctness or accuracy on the Notes or as indicated in this redemption notice.

Holders may be subject, under certain circumstances, to backup withholding tax with respect to the Redemption Price received. Such backup withholding may be applicable if such Holder, among other things, fails to (i) furnish its correct taxpayer identification number, (ii) certify that it is not subject to backup withholding, or (iii) otherwise comply with applicable backup withholding requirements. A Holder who wishes to avoid the imposition of backup withholding tax should submit an Internal Revenue Service Form W-9 or an applicable Form W-8, as appropriate, when presenting a Note for payment.

WEYERHAEUSER COMPANY

XML

Document and Entity Information	Aug. 20, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 20, 2020
Entity Registrant Name	WEYERHAEUSER COMPANY
Entity Central Index Key	0000106535
Entity Emerging Growth Company	false
Entity File Number	1-4825
Entity Incorporation State Country Code	WA
Entity Tax Identification Number	91-0470860
Entity Address Address Line1	220 Occidental Avenue South
Entity Address City Or Town	Seattle
Entity Address State Or Province	WA
Entity Address Postal Zip Code	98104-7800
City Area Code	(206)
Local Phone Number	539-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Stock, par value $1.25 per share
Trading Symbol	WY
Name of each exchange on which registered	NYSE