Weyerhaeuser announces final results for floaters tender, early results for 6.75% notes Dutch auction tender

By Angela McDaniels

Tacoma, Wash., Dec. 9 - Weyerhaeuser Co. said it received tenders for $154.65 million of its $450 million floating-rate notes due Sept. 24, 2009 during a tender offer that ended on Dec. 8.

Under a Dutch auction tender offer for up to $250 million of its $1.68 billion 6.75% notes due March 15, 2012, the company had received tenders for $363.73 million of notes as of 5 p.m. ET on Dec. 8.

The offers began on Nov. 24, and the Dutch auction tender offer will expire at midnight ET on Dec. 22.

The company will pay $970 for each $1,000 principal amount of the floaters.

In the Dutch auction tender offer, holders who tender must specify a purchase price of $830 to $880 per $1,000 principal amount. Weyerhaeuser will accept notes tendered in order of lowest to highest tender prices, in increments of $2.50, and will select the single lowest price per note to purchase the amount of securities equal to the tender cap.

The purchase price at which securities are tendered will be used to set the purchase price and proration.

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

The purchase price includes an early tender premium of $20 per note tendered by Dec. 8.

If the notes tendered at or below the clearing price exceed the tender cap, Weyerhaeuser will accept all notes tendered at prices below the clearing price and, after that, notes tendered at the clearing spread on a prorated basis according to the principal amount of the securities.

The company said it will make appropriate adjustments downward to the nearest $1,000 principal amount to avoid purchases in principal amounts other than integral multiples of $1,000.

Weyerhaeuser will also pay accrued interest to the settlement date, which was slated for Dec. 9 for the floaters and expected to be Dec. 23 for the 6.75% notes.

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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