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 31, 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	Press release of Weyerhaeuser Company issued on September 1, 2020 announcing timberland transactions in Oregon.
EXHIBIT 104	Cover page interactive data file (embedded within the inline XBRL document).

Section 8 – Other Events

Item 8.01. Other Events

On August 31, 2020, Weyerhaeuser Company (the “Company”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) among the Company, Weyerhaeuser NR Company, a wholly owned subsidiary of the Company (“WNR”) and Nestucca Forests LLC (the “Seller”), a Delaware limited liability company managed by Hancock Natural Resource Group, Inc., a timberland investment management organization (“Hancock”).  Pursuant to the terms of the Purchase Agreement, the Company has agreed to purchase from Seller approximately 85,000 acres of mid-coastal Oregon timberlands for the purchase price of $426 million.

The Purchase Agreement contains standard representations and warranties made by both parties, purchase price adjustments for title impairments, property damage, disclosure modifications and environmental carveouts, closing conditions customary for a transaction of this nature, as well as mutual termination provisions under specified circumstances.  Assuming all closing conditions are satisfied, the Company expects that the acquisition will close in the fourth quarter of 2020.  There are no inventory or financing contingencies.

On August 31, 2020, the Company entered into a Purchase and Sale Agreement (the “Sale Agreement”) among the Company, WNR and Hancock (“Buyer”).  Pursuant to the terms of the Sale Agreement, the Company and WNR have agreed to sell to the Buyer approximately 149,000 acres of southern Oregon timberlands for the sale price of approximately $385 million.

The Sale Agreement contains standard representations and warranties made by both parties, purchase price adjustments for title impairments, property damage, disclosure modifications and environmental carveouts, closing conditions customary for a transaction of this nature, as well as mutual termination provisions under specified circumstances.  Assuming all closing conditions are satisfied, the Company expects that the sale will close in the fourth quarter of 2020. There are no inventory or financing contingencies.

The respective obligations of the parties to the two purchase and sale agreements described in this report, including the respective obligations of the parties to close the transactions contemplated by the agreements, are not contingent on one another.

FORWARD LOOKING STATEMENTS

This report contains statements concerning the acquisition and sale of certain timberlands in Oregon that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements, which can be identified by use of words such as “expects” and “will” and similar words and terms and phrases using such terms and words. We may reference expected performance through, or events to occur by or at, a future date, and such references may also constitute forward-looking statements as well as other references to expected performance through, or events to occur by or at, a future date, and such references may also constitute forward-looking statements. Forward looking statements are based on the Company’s and its management’s current expectations and assumptions and are not guarantees that the events described in the statements will occur within the time frame indicated, or at all. The accuracy of the Company’s and its management’s expectations and assumptions is subject to a number of risks and uncertainties that could cause actual events to differ materially from those described in the forward-looking statements.  These risks and uncertainties include, but are not limited to, those identified in our 2019 Annual Report on Form 10-K, as well as those set forth from time to time in our other public statements, reports, registration statements, prospectuses, information statements and other filings with the SEC. In addition, Weyerhaeuser may not be able to complete one or either of the transactions described in this report within the stated time period, or at all, because of a number of factors, including without limitation: the occurrence of any event, change or other circumstances that could give rise to a termination of the transaction under the terms of one or both of the purchase and sale agreements governing the transactions, or the failure to satisfy other closing conditions. There is no guarantee that any of the events anticipated by these forward-looking statements will occur. If any of the events do occur, there is no guarantee what effect they will have on the company’s business, results of operations, cash flows, financial condition and future prospects. Forward-looking statements speak only as of the date they are made, and neither the Company nor its management undertakes any obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.     

Exhibit No.	Description
99.1	Press release of Weyerhaeuser Company issued on September 1, 2020 announcing timberland transactions in Oregon.
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: September 1, 2020

EX-99.1

EXHIBIT 99.1

For more information contact:

Analysts – Beth Baum, 206-539-3907

Media – Nancy Thompson, 919-861-0342

WEYERHAEUSER TO ENHANCE OREGON TIMBERLAND HOLDINGS

SEATTLE (September 1, 2020) — Weyerhaeuser Company (NYSE: WY) today announced it has entered into two distinct agreements to purchase timberlands from and sell timberlands to funds managed by Hancock Natural Resource Group, a Manulife Investment Management company.

The company is purchasing approximately 85,000 acres of timberlands in mid-coastal Oregon in one transaction, and selling 149,000 acres of timberlands in southern Oregon in a second transaction. The net cost of these two separate transactions is approximately $40 million in cash.

“These two agreements represent a unique opportunity to further enhance Weyerhaeuser’s Western timberlands portfolio with exceptional land that is contiguous with our existing ownership,” said Devin W. Stockfish, president and chief executive officer. “Through these transactions, we are acquiring highly productive timberland with low operating costs and strong access to key domestic and export markets, and we expect them to deliver immediate and long-term value for our shareholders.”

The transactions are subject to customary closing conditions and are expected to close in the fourth quarter of 2020.

ABOUT WEYERHAEUSER

Weyerhaeuser Company, one of the world's largest private owners of timberlands, began operations in 1900. We own or control approximately 11 million acres of timberlands 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 products in America. Our company is a real estate investment trust. In 2019, we generated $6.6 billion in net sales and employed approximately 9,400 people who serve customers worldwide. We are listed on the Dow Jones Sustainability North America 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 news release contains statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 including, without limitation, with respect to the company's expectations concerning the occurrence, timing, tax implications and expected financial contributions and economic results of the closing of its acquisition and sale of certain Oregon timberlands. Forward-looking statements may be identified by our use of certain words in such statements, including without limitation words such as “expect” and “expected,” and similar words and terms and phrases using such terms and words. We may reference expected performance through, or events to occur by or at, a future date, and such references may also constitute forward-looking statements. All forward-looking statements speak only as of the date hereof, are based on current expectations and involve and are subject to a number of assumptions, risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These risks and uncertainties include, but are not limited to, those identified in our 2019 Annual Report on Form 10-K, as well as those set forth from time to time in our other public statements, reports, registration statements, prospectuses, information statements and other filings with the SEC. In addition, Weyerhaeuser may not be able to complete one or either of the Oregon timberlands

EXHIBIT 99.1

transactions within the stated time period, or at all, because of a number of factors, including without limitation: the occurrence of any event, change or other circumstances that could give rise to a termination of the transaction under the terms of one or both of the purchase and sale agreements governing the transactions, or the failure to satisfy other closing conditions. 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 the company’s business, results of operations, cash flows, financial condition and future prospects. The company undertakes no obligation to update these forward-looking statements after the date of this news release.

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Document and Entity Information	Aug. 31, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 31, 2020
Entity Registrant Name	WEYERHAEUSER COMPANY
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Entity Emerging Growth Company	false
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Entity Tax Identification Number	91-0470860
Entity Address Address Line1	220 Occidental Avenue South
Entity Address City Or Town	Seattle
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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