WEYERHAEUSER COMPANY (NYSE:WY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
Entry into a Material Definitive Agreement
Item 2.03
Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
Item 9.01
Financial Statements and Exhibits
EXHIBIT 10.1
Section 1 – Registrants Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
Revolving Credit Facility
On March 6, 2017, Weyerhaeuser Company (the Company or
Weyerhaeuser), entered into a $1.5 billion, five year senior
unsecured Revolving Credit Facility Agreement (the Revolving
Credit Facility Agreement) with JPMorgan Chase Bank, N.A., as
Co-Administrative Agent, Wells Fargo Bank, National Association,
as Co-Administrative Agent and Paying Agent, and the lenders
party thereto, that will expire in March 2022. Loans made to the
Revolving Credit Facility Agreement may be used to provide
Weyerhaeuser with financing for general corporate purposes,
including for working capital purposes, to refinance or otherwise
repay or prepay any indebtedness and to finance acquisitions,
stock repurchases and capital expenditures. Borrowings under the
Revolving Credit Facility Agreement bear interest, at
Weyerhaeusers option, at a floating rate based on LIBOR or a base
rate (as defined in the Revolving Credit Facility Agreement) plus
a spread that will vary depending upon the credit rating assigned
to Weyerhaeusers long-term senior unsecured debt from time to
time. The Revolving Credit Facility Agreement was undrawn at the
closing thereof.
The Revolving Credit Facility Agreement replaces the Companys
prior $1.0 billion Revolving Credit Facility Agreement, dated as
of September 11, 2013 (the Prior Credit Facility Agreement), by
and among Weyerhaeuser and Weyerhaeuser Real Estate Company, the
Companys former homebuilding and real estate development
subsidiary, JPMorgan Chase Bank, N.A., as administrative agent,
and the lenders party thereto. The Prior Credit Facility
Agreement would have expired in September 2018, and was
terminated at the effective time of the Revolving Credit Facility
Agreement.
There were no amounts drawn under the Prior Credit Facility
Agreement at the termination thereof.
Weyerhaeuser Covenants
Under the Revolving Credit Facility Agreement, key covenants
relating to Weyerhaeuser include requirements to maintain:
a minimum defined total adjusted shareholders equity of
$3.0 billion, and
a funded debt ratio of less than 65% (defined total funded
indebtedness divided by defined total adjusted shareholders
equity plus defined total funded indebtedness).
Defined total adjusted shareholders equity consists of:
total Weyerhaeuser consolidated shareholders equity as
reflected and reported as total equity on the Weyerhaeuser
consolidated balance sheet,
excluding cumulative other comprehensive income (loss) as
reflected on the Weyerhaeuser consolidated balance sheet,
excluding shares of Weyerhaeuser common stock held in
treasury, and
excluding Weyerhaeusers investment in unrestricted
subsidiaries.
The Revolving Credit Facility Agreement contains other covenants
customary for a borrower with Weyerhaeusers credit rating. These
include covenants that place limitations on Weyerhaeusers ability
to incur secured debt, enter into certain sale and leaseback
transactions, merge or sell all or substantially all of its
assets or fundamentally change its business.
Claim Agreement
In connection with the Revolving Credit Facility Agreement,
Weyerhaeuser NR Company (WNR), a wholly owned subsidiary of
Weyerhaeuser, and Weyerhaeuser entered into a claim agreement to
which the lenders under the Revolving Credit Facility Agreement
will have claims enforceable against WNR for payment of
obligations under the Revolving Credit Facility Agreement to the
same extent that holders of certain debt securities issued by
Weyerhaeuser have successfully asserted claims, if any,
enforceable against WNR for the payment of such debt securities
by reason of any assumption agreement entered into between WNR
and Weyerhaeuser to which WNR assumed the performance of payment
obligations of Weyerhaeuser in respect of such debt securities.
The foregoing description of the Revolving Credit Facility
Agreement is a general description only, does not purport to be
complete and is qualified in its entirety by reference to the
Revolving Credit Facility Agreement, which is filed as Exhibit
10.1 hereto and incorporated into this report by reference. The
Revolving Credit Facility Agreement contains representations and
warranties that Weyerhaeuser made to the several lenders that are
party to the Revolving Credit Facility Agreement as of a specific
date. The assertions embodied in those representations and
warranties were made solely for purposes of the contractual
agreements between the parties to the Revolving Credit Facility
Agreement and may be subject to important qualifications and
limitations to which the parties agreed in connection with
negotiating the terms of the Revolving Credit Facility Agreement.
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 investors, or may have been used for the
purpose of allocating risk between the parties rather than
establishing matters as fact. For the foregoing reasons,
investors should not rely on the representations and warranties
as statements or representations of factual information.
Certain of the lenders and their respective affiliates have, from
time to time, performed, and may in the future perform, various
financial advisory, investment banking, commercial banking and
general financing and treasury services for the Company,
including as an underwriter for one or more public offerings of
the Companys securities, for which they received or will receive
customary fees and expenses.
Section 2 – Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of Section 1 of this
Current Report on Form 8-K is incorporated by reference into this
Item 2.03 of Section 2.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibit is filed with this report.
Exhibit No.> Description
10.1 Revolving Credit Facility Agreement dated as of March 6,
2017, among Weyerhaeuser Company, as Borrower, the lenders party
thereto, JPMorgan Chase Bank, N.A., as Co-Administrative Agent,
and Wells Fargo Bank, National Association, as Co-Administrative
Agent and Paying Agent.
About WEYERHAEUSER COMPANY (NYSE:WY)
Weyerhaeuser Company is a real estate investment trust (REIT). The Company is an owner of timberlands. It is principally engaged in growing and harvesting timber, as well as manufacturing, distributing and selling products made from trees. Its segments include Timberlands, Wood Products and Cellulose Fibers. It owns approximately seven million acres of timberlands, primarily in the United States, and manages additional timberlands under long-term licenses in Canada. It is engaged in the manufacturing of wood and specialty cellulose fibers products. Its Timberlands products include logs, timberland, timber, minerals, oil and gas, and other products, which includes seed and seedlings, recreational leases, as well as plywood and hardwood lumber. Its wood products include structural lumber, engineered wood products, structural panels and complimentary building products. Its Cellulose Fibers products are pulp and liquid packaging board. WEYERHAEUSER COMPANY (NYSE:WY) Recent Trading Information
WEYERHAEUSER COMPANY (NYSE:WY) closed its last trading session up +0.06 at 33.28 with 2,767,193 shares trading hands.
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