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Weyerhaeuser Company Announces Pricing Of Public Offering Of Mandatory Convertible Preference Shares

FEDERAL WAY, Wash., June 18, 2013 /PRNewswire/ -- Weyerhaeuser Company (NYSE: WY) today announced the pricing of the public offering of 12,000,000 6.375% Mandatory Convertible Preference Shares, Series A at $50.00 per share. In addition, the underwriters of the offering have an option to purchase up to an additional 1,800,000 shares of the Mandatory Convertible Preference Shares. The offering is expected to close on Monday, June 24, 2013, subject to customary closing conditions.


Unless converted or redeemed earlier, each Mandatory Convertible Preference Share will convert automatically on July 1, 2016, into between 1.5015 and 1.8018 of our common shares, subject to anti-dilution and other adjustments. The number of our common shares issuable on conversion will be determined based on the average VWAP of our common shares over the 20 trading day period commencing on and including the 22nd scheduled trading day prior to the mandatory conversion date.

Dividends on the Mandatory Convertible Preference Shares will be payable on a cumulative basis when, as and if declared by our board of directors, at an annual rate of 6.375% on the liquidation preference of $50.00 per share. The dividends may be paid in cash, or subject to certain limitations, in common shares or any combination of cash and common shares on January 1, April 1, July 1 and October 1 of each year, commencing on October 1, 2013, and to, and including, July 1, 2016. Net proceeds from this offering, after deducting underwriting discounts, commissions and expenses are expected to be approximately $581 million. Net proceeds are expected to be approximately $668 million if the underwriters exercise their option to purchase additional shares in full. 

The Company intends to use the net proceeds of the offering, if completed, as partial consideration, to finance the previously announced acquisition of all of the equity interests in Longview Timber LLC.

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