PCL

 

 

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): February 19, 2016

 

 

PLUM CREEK TIMBER COMPANY, INC.*

(Weyerhaeuser Company, as successor by merger to Plum Creek Timber Company, Inc.)

(Exact name of Registrant as specified in its charter)

 

 

 

DELAWARE		1-10239		91-1912863
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

601 Union Street, Suite 3100 Seattle, Washington				98101-1374
(Address of principal executive offices)				(Zip Code)

(206) 467-3600

Registrant’s Telephone Number, including area code

 

 

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))

 

 

 

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Introductory Note.

This Current Report on Form 8-K is being filed in connection with the consummation, on February 19, 2016, of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of November 6, 2015 (the “Merger Agreement”), between Plum Creek Timber Company, Inc. (“Plum Creek” or the “Company”) and Weyerhaeuser Company (“Weyerhaeuser”), pursuant to which (subject to the terms and conditions set forth in the Merger Agreement), the Company merged (the “Merger”) with and into Weyerhaeuser and each outstanding share of Plum Creek common stock was converted into the right to receive 1.60 Weyerhaeuser common shares. The events described in this Current Report on Form 8-K occurred in connection with the consummation of the Merger.

 

Item 1.01

Entry into a Material Definitive Agreement.

Supplemental Indenture

On February 19, 2016, in connection with the consummation of the Merger, Plum Creek Timberlands, L.P., Weyerhaeuser (as successor to Plum Creek) and U.S. Bank National Association, as trustee (the “Trustee”), entered into Supplemental Indenture No. 1 (the “Supplemental Indenture”) to the Indenture (the “Indenture”), dated as of November 14, 2005, by and among Plum Creek Timberlands, L.P., Plum Creek and the Trustee, relating to the 4.70% Notes due 2021 and the 3.25% Notes due 2023 (the “Notes”). The Supplemental Indenture provides for unsubordinated guarantees by Weyerhaeuser of the Notes.

Except as set forth in the preceding paragraph, the original terms and conditions of the Indenture and the Notes have not been materially amended by the Supplemental Indenture. A summary of the original terms and conditions of the Notes is set forth in Exhibit 4.2 to Plum Creek’s Current Report on Form 8-K, File No. 1-10239, filed November 15, 2010 and Exhibit 4.2 to Plum Creek’s Current Report on Form 8-K, File No. 1-10239, filed November 26, 2012, which summaries are incorporated into this Item 1.01 by reference.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Indenture, and the Supplemental Indenture, a copy of which is attached as Exhibit 4.1 hereto and is incorporated into this Item 1.01 by reference.

 

Item 1.02

Termination of a Material Definitive Agreement.

Revolving Credit Agreement

In connection with the consummation of the Merger, that certain Revolving Credit Agreement, dated March 2, 2012, by and among Plum Creek Timberlands, L.P., as the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., The Royal Bank of Scotland plc, JPMorgan Chase Bank, N.A. and U.S. Bank National Association, as Syndication Agents, CoBank, ACB and Northwest Farm Credit Services, PCA, as Documentation Agents, Wells Fargo Securities, LLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd., RBS Securities Inc., J.P. Morgan Securities LLC, U.S. Bank National Association, CoBank, ACB and Northwest Farm Credit Services, PCA, as Joint Lead Arrangers and as Joint Book Runners, and the other lenders party thereto (Exhibit 10.1 to Form 8-K, File No. 1-10239, filed March 5, 2012), as amended by the First Amendment to Revolving Credit Agreement, dated June 4, 2012, by and among Plum Creek Timberlands, L.P., Wells Fargo Bank, National Association, as Administrative Agent for the lenders party thereto and as a lender, and the other lenders party thereto and the Second Amendment to Revolving Credit Agreement, dated November 8, 2013, by and among Plum Creek Timberlands, L.P., Wells Fargo Bank, National Association, as Administrative Agent for the lenders party thereto and as a lender, and the other lenders party thereto (Exhibit 10.1 to Form 8-K, File No. 1-10239, filed November 12, 2013) was terminated and the related credit facilities were paid off. No material early termination penalties were incurred by Plum Creek.

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Term Loan

In connection with the consummation of the Merger, that certain Amended and Restated Term Loan Agreement, dated December 12, 2013, by and among Plum Creek Timberlands, L.P., as the Borrower, Northwest Farm Credit Services, PCA, as Administrative Agent, CoBank, ACB, as Syndication Agent, Northwest Farm Credit Services, PCA, and CoBank, ACB, as Joint Lead Arrangers and as Joint Book Runners, and the lenders party thereto (Exhibit 10.2 to Form 10-K, File No. 1-10239, for the year ended December 31, 2013) was terminated and the related credit facility was paid off. No material early termination penalties were incurred by Plum Creek.

 

Item 2.01

Completion of Acquisition or Disposition of Assets.

On February 19, 2016, the business combination of Weyerhaeuser and Plum Creek pursuant to the terms of the Merger Agreement was completed. At the effective time of the Merger, Plum Creek merged with and into Weyerhaeuser, with Weyerhaeuser continuing as the surviving entity. The Merger Agreement and the transactions contemplated thereby, including the Merger, were approved by Plum Creek’s board of directors and stockholders and Weyerhaeuser’s board of directors. Weyerhaeuser’s shareholders approved the issuance of Weyerhaeuser common shares as consideration to Plum Creek stockholders in the Merger. The shareholder and stockholder approvals occurred at the respective special meetings of shareholders and stockholders held by Weyerhaeuser and Plum Creek on February 12, 2016.

As a result of the Merger, former Plum Creek stockholders are entitled to receive an aggregate of approximately 278.9 million Weyerhaeuser common shares, representing 1.60 Weyerhaeuser common shares per share of Plum Creek common stock, and cash in lieu of fractional shares. Based on the closing price of $23.84 per Weyerhaeuser common share on the New York Stock Exchange (the “NYSE”) on February 18, 2016, the last trading day before the date of the closing of the Merger, the aggregate value of the consideration to be paid in connection with the Merger to former holders of Plum Creek common stock is approximately $6.6 billion.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to Plum Creek’s Current Report on Form 8-K dated November 9, 2015 and is incorporated into this Item 2.01 by reference. See also Item 5.01 of this Current Report on Form 8-K, which is incorporated into this Item 2.01 by reference.

 

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with completion of the Merger on February 19, 2016, Weyerhaeuser (as successor to Plum Creek in the Merger) notified the New York Stock Exchange (“NYSE”) that the Merger had been completed and requested that the NYSE suspend trading of Plum Creek common stock. Accordingly, the NYSE has been requested to file an application on Form 25 with the Securities and Exchange Commission to remove Plum Creek’s common stock from listing on the NYSE and from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Weyerhaeuser (as successor to Plum Creek in the Merger) also intends to file a certification on Form 15 requesting termination of the registration of Plum Creek’s common stock under Section 12(g) of the Exchange Act and the suspension of Plum Creek’s reporting obligations under Sections 13 and 15(d) of the Exchange Act. See Item 2.01 of this Current Report on Form 8-K, which is incorporated into this Item 3.01 by reference.

 

Item 3.03

Material Modification to Rights of Security Holders.

At the effective time and as a result of the Merger, each outstanding share of Plum Creek common stock (other than shares owned by Plum Creek as treasury stock, which were canceled and cease to exist) was converted into the right to receive 1.60 Weyerhaeuser common shares (the “Exchange Ratio”), with cash paid in lieu of fractional shares, plus the amount of any dividends or other distributions with a record date after the effective time. At the effective time of the Merger, holders of Plum Creek common stock immediately prior to the effective time of the Merger ceased to have any rights as stockholders in Plum Creek (other than the right to receive the merger consideration). Additionally, upon the consummation of the Merger, each outstanding restricted stock unit or deferred stock unit of Plum Creek, in each case whether or not vested, was assumed by Weyerhaeuser and converted into the right to receive Weyerhaeuser common shares calculated based on the Exchange Ratio with terms and conditions that are otherwise the same as those existing immediately prior to the consummation of the Merger, provided that any fractional shares that result from this calculation with respect to restricted stock units or deferred stock units of Plum Creek were rounded down to the nearest whole Weyerhaeuser common share. Also upon the consummation of the

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Merger, each Plum Creek stock option was assumed and converted into an option to acquire a number of Weyerhaeuser common shares equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Plum Creek common stock subject to the Plum Creek stock option immediately prior to the completion of the Merger and (2) 1.60, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of Plum Creek common stock of such Plum Creek stock option immediately prior to the effective time divided by (b) 1.60. Also upon the consummation of the Merger, (i) each Plum Creek value management award that was granted on or before December 31, 2014 and that was outstanding as of immediately prior to the effective time of the Merger was canceled, with the holder becoming entitled to receive an amount in cash determined by assuming that all applicable performance goals were satisfied at the greater of the target level set forth in the applicable award agreement and actual performance over a shortened performance period ending as of the effective time of the Merger as determined by the compensation committee of Plum Creek’s board of directors in good faith consistent with past practices and (ii) all other grants of Plum Creek value management awards that were outstanding as of immediately prior to the effective time of the Merger, in each case whether vested or not vested, automatically had their performance goals deemed satisfied at the greater of the target level set forth in the applicable award agreement and actual performance over a shortened performance period ending as of the effective time of the Merger as determined by the compensation committee of Plum Creek board of directors in good faith consistent with past practice and were assumed by Weyerhaeuser and converted into awards, on the same terms and conditions as were applicable to such awards as of immediately prior to the effective time of the Merger, with respect to a number of units set forth in the applicable award agreement.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to Plum Creek’s Current Report on Form 8-K dated November 9, 2015 and is incorporated into this Item 3.03 by reference. See also Items 2.01 and 5.01 of this Current Report on Form 8-K, which are incorporated into this Item 3.03 by reference.

 

Item 5.01

Changes in Control of Registrant.

Upon closing of the Merger on February 19, 2016, a change in control of Plum Creek occurred as Plum Creek was merged with and into Weyerhaeuser and Plum Creek’s separate existence ceased, as described in Item 2.01 of this Current Report on Form 8-K, which is incorporated into this Item 5.01 by reference. As a result of the Merger, former Plum Creek stockholders are entitled to receive an aggregate of approximately 278.9 million Weyerhaeuser common shares, representing 1.60 Weyerhaeuser common shares per share of Plum Creek common stock, and cash in lieu of fractional shares. Based on the closing price of $23.84 per Weyerhaeuser common share on the New York Stock Exchange (the “NYSE”) on February 18, 2016, the last trading day before the date of the closing of the Merger, the aggregate value of the consideration to be paid in connection with the Merger to former holders of Plum Creek common stock is approximately $6.6 billion. See Items 2.01 and 3.03 of this Current Report on Form 8-K, which are incorporated into this Item 5.01 by reference.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger on February 19, 2016, Plum Creek was merged with and into Weyerhaeuser and Plum Creek’s separate existence ceased. In connection with the Merger (and not because of any disagreement with Plum Creek on any matter relating to Plum Creek’s operations, policies, or practices), all directors of Plum Creek ceased to be directors of Plum Creek as of the effective time of the Merger.

Also, in connection with the consummation of the Merger, each of the named executive officers of Plum Creek ceased to be named executive officers of Plum Creek as of the effective time of the Merger. Immediately after the effective time of the Merger, Rick R. Holley will serve as nonexecutive chairman of the Board of Directors of Weyerhaeuser, Thomas M. Lindquist will serve as Weyerhaeuser’s Executive Vice President, Real Estate, Energy and Natural Resources, and James A. Kilberg will serve as Weyerhaeuser’s Senior Vice President, Real Estate.

The named executive officers of Plum Creek, other than Messrs. Lindquist and Kilberg, were terminated from employment with Weyerhaeuser immediately following the effective time of the Merger. Among other previously disclosed modifications to certain compensation plans of the Plum Creek named executive officers, each of the Plum Creek pension plans in which a named executive officer is a participant has been frozen effective on and after the date of the Merger.

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Item 8.01

Other Events

Press Release Announcing Merger. A copy of the press release issued by Weyerhaeuser on February 19, 2016, announcing the completion of the Merger is filed herewith as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of November 6, 2015, by and between Plum Creek Timber Company, Inc. and Weyerhaeuser Company (Incorporated by reference to the exhibit with the corresponding exhibit number in Plum Creek’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 6, 2015 (SEC File No. 001-10239))
4.1		Supplemental Indenture No. 1, by and among Plum Creek Timberlands, L.P., Weyerhaeuser Company and U.S. Bank National Association, dated February 19, 2016
99.1		Press release dated February 19, 2016

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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.

 

DATED: February 19, 2016

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EXHIBIT INDEX

 

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of November 6, 2015, by and between Plum Creek Timber Company, Inc. and Weyerhaeuser Company (Incorporated by reference to the exhibit with the corresponding exhibit number in Plum Creek’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 6, 2015 (SEC File No. 001-10239))
4.1		Supplemental Indenture No. 1, by and among Plum Creek Timberlands, L.P., Weyerhaeuser Company and U.S. Bank National Association, dated February 19, 2016
99.1		Press release dated February 19, 2016

Exhibit 4.1

 

PLUM CREEK TIMBERLANDS, L.P.,

as Issuer

and

WEYERHAEUSER COMPANY

(as successor to PLUM CREEK TIMBER COMPANY, INC.),

as Guarantor

to

U.S. Bank National Association

as Trustee

 

Supplemental Indenture No. 1

Dated as of February 19, 2016

to

Indenture

Dated as of November 14, 2005

Debt Securities

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SUPPLEMENTAL INDENTURE NO. 1, dated as of February 19, 2016, among Plum Creek Timberlands, L.P., a Delaware limited partnership (the “Issuer”), Weyerhaeuser Company, a Washington corporation (the “Successor Guarantor”), as successor to Plum Creek Timber Company, Inc., a Delaware corporation (the “Original Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”) under the hereafter defined Indenture.

W I T N E S S E T H:

WHEREAS, the Issuer and the Original Guarantor previously executed and delivered to the Trustee an Indenture dated as of November 14, 2005 (the “Indenture”) providing for the issuance from time to time by the Issuer of one or more series of Securities up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of the Indenture;

WHEREAS, the Issuer has previously established the terms of two series of Securities under the Indenture (collectively, the “Existing Securities”): (i) the 4.70% Notes due 2021 and (ii) the 3.25% Notes due 2023; and

WHEREAS, pursuant to the terms of the Agreement and Plan of Merger dated as of November 6, 2015 between the Original Guarantor and the Successor Guarantor (the “Merger Agreement”), the Original Guarantor shall merge with and into the Successor Guarantor, effective as of 4:30 p.m., New York City time on February 19, 2016 (the “Effective Time”), whereupon the separate corporate existence of the Original Guarantor shall cease and the Successor Guarantor shall continue as the surviving entity (the “Merger”) and thereupon the Successor Guarantor shall assume by operation of law all obligations of the Original Guarantor, including the Indenture; and

WHEREAS, pursuant to Section 11.3 of the Indenture, as of the Effective Time the Successor Guarantor, as successor to the Original Guarantor by virtue of the Merger, shall be bound by all the covenants, stipulations, promises and agreements in the Indenture contained by or on behalf of the Original Guarantor, including in respect of the Existing Securities; and

WHEREAS, the execution and delivery of this First Supplemental Indenture has been duly and validly authorized by the Issuer and the Successor Guarantor; and

WHEREAS, pursuant to Section 8.1(b) of the Indenture, the Trustee is authorized to execute and deliver this First Supplemental Indenture without the consent of Securityholders; and

WHEREAS, all the conditions and requirements necessary to make this First Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto.

NOW, THEREFORE, in consideration of the premises and the purchases of the Securities by the holders thereof, it is mutually covenanted and agreed for the equal and proportionate benefit of the respective holders from time to time of the Securities and of the coupons, if any, appertaining thereto as follows:

 

1

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ARTICLE ONE

ASSUMPTION

SECTION 1.01. Assumption. As of the Effective Time, the Successor Guarantor agrees that it shall be bound by all the covenants, stipulations, promises and agreements in the Indenture and the Securities contained by or on behalf of the Original Guarantor. Accordingly, as of the Effective Time, the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Original Guarantor under the Indenture and the Securities with the same effect as if the Successor Guarantor had been named as the Guarantor therein, and all references to the “Guarantor” in the Indenture and any Securities shall be deemed to be references to the Successor Guarantor.

ARTICLE TWO

MISCELLANEOUS PROVISIONS

SECTION 2.01. Terms Defined. For all purposes of this First Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.

SECTION 2.02. Indenture. Except as amended hereby, the Indenture and the Existing Securities are in all respects ratified and confirmed and all the terms shall remain in full force and effect.

SECTION 2.03. New York Law to Govern. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

SECTION 2.04. Successors and Assigns of Issuer and Guarantor Bound by First Supplemental Indenture. All the covenants, stipulations, promises and agreements in this First Supplemental Indenture contained by or in behalf of the Issuer and the Guarantor shall bind their respective successors and assigns, whether so expressed or not.

SECTION 2.05. Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 2.06. Trustee Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Issuer or the Guarantor, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture.

SECTION 2.07. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

 

2

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first written above.

 

 

				PLUM CREEK TIMBERLANDS, L.P.,
				By:		PLUM CREEK TIMBER I, L.L.C.
						its General Partner
						By:		PLUM CREEK TIMBER COMPANY, INC.
								its Sole Member
						By:		/s/ David W. Lambert
								Name:		David W. Lambert
								Title:		Senior Vice President and
										Chief Financial Officer

Attest:

 

By:		/s/ Jose J. Quintana

 

WEYERHAEUSER COMPANY,

By:

/s/ Jeffrey W. Nitta

Name:

Jeffrey W. Nitta

Title:

Vice President and

Treasurer

Attest:

 

By:		/s/ Devin W. Stockfish

 

U.S. BANK NATIONAL ASSOCIATION

By:

/s/ Thomas Zrust

Name:

Thomas Zrust

Title:

Vice President

[Signature Page to Supplemental Indenture]

Exhibit 99.1

 

		NEWS RELEASE

 

 

Corporate Headquarters • P.O. Box 9777 • Federal Way, WA 98063-9777

For more information contact:

Analysts – Beth Baum, 253-924-3815

Financial Media – Dan Katcher, 212-355-4449

Regional Media – Anthony Chavez, 253-924-7148

Weyerhaeuser completes merger with Plum Creek

FEDERAL WAY, Wash. (Feb. 19, 2016) — Weyerhaeuser Company (NYSE: WY) today announced the completion of the merger with Plum Creek Timber Company, Inc. Shareholders of both companies approved the transaction at separate special meetings of shareholders held on Feb. 12, 2016. The combined company retains the Weyerhaeuser name and continues to be traded under the WY ticker symbol on the New York Stock Exchange.

The combined company owns more than 13 million acres of diverse and productive timberlands and operates 38 wood products manufacturing facilities across the country.

“This is an exciting day for Weyerhaeuser as we bring together the best assets and talent in the industry,” said Doyle R. Simons, president and CEO. “In the coming months, we will be relentlessly focused on creating value for our shareholders by capturing cost synergies, leveraging our scale, sharing best practices, delivering the most value from every acre and driving operational excellence. I look forward to being part of this outstanding team as we work together to be the world’s premier timber, land and forest products company.”

Post-Closing Board of Directors Named for Weyerhaeuser Company

Weyerhaeuser also announced the members of the combined company’s board of directors. As previously announced, the 13-person board includes eight directors from the pre-closing Weyerhaeuser board and five directors from the pre-closing Plum Creek board. The directors include: Rick R. Holley (non-executive chairman), David P. Bozeman, Mark A. Emmert, Sara Grootwassink Lewis, John I. Kieckhefer, John F. Morgan Sr., Nicole W. Piasecki, Marc F. Racicot, Lawrence A. Selzer, Doyle R. Simons, D. Michael Steuert, Kim Williams, and Charles R. Williamson.

Transaction Information

In accordance with the terms of the merger agreement, each outstanding share of Plum Creek common stock immediately prior to the merger converted into the right to receive 1.60 common shares of Weyerhaeuser Company. In total, approximately 278.9 million common shares of Weyerhaeuser will be issued to Plum Creek stockholders, representing approximately 35 percent of the total shares outstanding.

In conjunction with the closing of the transaction, Weyerhaeuser also paid off outstanding amounts under Plum Creek’s Term Loan Agreement as well as outstanding amounts due under Plum Creek’s Revolving Credit Agreement.

About Weyerhaeuser

Weyerhaeuser Company, one of the world’s largest private owners of timberlands, began operations in 1900. We own or control more than 13 million acres of timberlands, primarily 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 and cellulose fibers products. Our company is a real estate investment trust. In 2015, Weyerhaeuser and Plum Creek generated approximately $8.5 billion in net sales and employed nearly 14 thousand people who serve customers worldwide. We are listed on the Dow Jones World Sustainability Index. Our common stock trades on the New York Stock Exchange under the symbol WY. Learn more at www.weyerhaeuser.com.

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Forward-looking Statements

This communication contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, with respect to Weyerhaeuser’s future results and performance and the expected benefits of the transaction with Plum Creek such as efficiencies, cost savings and growth potential, all of which are subject to risks and uncertainties. Factors listed below, as well as other factors, may cause actual results to differ significantly from these forward-looking statements. 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 company operations or financial condition. Weyerhaeuser will not update these forward-looking statements after the date of this communication.

Some forward-looking statements discuss Weyerhaeuser’s and Plum Creek’s plans, strategies, expectations and intentions. They use words such as “expects,” “may,” “will,” “believes,” “should,” “approximately,” “anticipates,” “estimates,” and “plans.” In addition, these words may use the positive or negative or other variations of those and similar words.

Major risks, uncertainties and assumptions that affect Weyerhaeuser’s and Plum Creek’s businesses and may cause actual results to differ materially from those expressed or implied in these forward-looking statements, including, without limitation, the risk that the businesses of Weyerhaeuser and Plum Creek will not be integrated successfully; the effect of general economic conditions, including employment rates, housing starts, interest rate levels, availability of financing for home mortgages, and strength of the U.S. dollar; market demand for our products, which is related to the strength of the various U.S. business segments and U.S. and international economic conditions; performance of our manufacturing operations, including maintenance requirements; the level of competition from domestic and foreign producers; the successful execution of internal performance plans, including restructurings and cost reduction initiatives; raw material prices; energy prices; the effect of weather; the risk of loss from fires, floods, windstorms, hurricanes, pest infestation and other natural disasters; transportation availability and costs; federal tax policies; the effect of forestry, land use, environmental and other governmental regulations; legal proceedings; performance of pension fund investments and related derivatives; the effect of timing of retirements and changes in the market price of company stock on charges for stock-based compensation; changes in accounting principles; and other factors described in Weyerhaeuser’s and Plum Creek’s filings with the SEC, including the “Risk Factors” section in Weyerhaeuser’s and Plum Creek’s respective annual reports on Form 10-K for the year ended December 31, 2015. Other risks associated with the transaction with Plum Creek are also discussed in the definitive joint proxy statement/prospectus that Weyerhaeuser and Plum Creek filed with the SEC on Form 424B3 and Schedule 14A, respectively, on December 29, 2015 in connection with the transaction.

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