Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
May 15 2023 - 5:12PM
Edgar (US Regulatory)
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Issuer Free Writing Prospectus
Filed Pursuant to Rule 433 Registration No. 333-256995 May 15, 2023 |
WEYERHAEUSER COMPANY PRICING TERM SHEET
4.750% Notes due 2026
This pricing term
sheet relates only to the securities described below and should be read together with Weyerhaeuser Companys preliminary prospectus supplement dated May 15, 2023 (the Preliminary Prospectus Supplement), the accompanying
prospectus dated June 10, 2021 and the documents incorporated and deemed to be incorporated by reference therein. All references to dollar amounts are references to U.S. dollars and, unless otherwise expressly stated or the context otherwise
requires, the terms Weyerhaeuser, the Company, us, we and our mean Weyerhaeuser Company excluding its subsidiaries.
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Issuer: |
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Weyerhaeuser Company |
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Trade Date: |
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May 15, 2023 |
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Expected Settlement Date: |
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May 17, 2023 (T+2) |
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Anticipated Ratings*: |
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Baa2 by Moodys Investors Service, Inc. (stable outlook) |
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BBB by S&P Global Ratings, a division of S&P Global Inc. (stable outlook) |
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Title of Securities: |
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4.750% Notes due 2026 (the notes) |
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Principal Amount: |
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$750,000,000 |
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Maturity Date: |
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May 15, 2026 |
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Interest Rate: |
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4.750% per annum, accruing from May 17, 2023 |
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Interest Payment Dates: |
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May 15 and November 15, commencing November 15, 2023 |
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Yield to Maturity: |
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4.869% |
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Price to Public: |
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99.672%, plus accrued interest, if any |
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Spread to Benchmark Treasury: |
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+120 basis points |
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Benchmark Treasury: |
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3.625% due May 15, 2026 |
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Benchmark Treasury Yield: |
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3.669% |
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Optional Redemption: |
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The Company may redeem the notes at the Companys option, in whole or in part, at any time and from time to time, at a redemption price
(expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption
date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, less (b) interest accrued
to the date of redemption, and |
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(2) 100% of the principal amount of the notes to
be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.
See the Preliminary Prospectus Supplement for the definition of Treasury Rate and for further terms and provisions applicable to optional
redemption. |
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CUSIP/ISIN: |
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962166 CC6 / US962166CC62 |
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Joint Book-Running Managers: |
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Goldman Sachs & Co. LLC J.P. Morgan
Securities LLC Morgan Stanley & Co. LLC MUFG
Securities Americas Inc. Scotia Capital (USA) Inc. BofA
Securities, Inc. Wells Fargo Securities, LLC |
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Co-Managers: |
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Rabo Securities USA, Inc. PNC Capital Markets
LLC U.S. Bancorp Investments, Inc. Truist Securities,
Inc. Siebert Williams Shank & Co., LLC BNY Mellon
Capital Markets, LLC |
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Note: A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or
withdrawal at any time. |
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The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the SEC) for the offering
to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the related prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the
issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and
related prospectus supplement if you request it by contacting Goldman Sachs & Co. LLC by telephone at 1-866-471-2526;
J.P. Morgan Securities LLC by telephone (collect) at 1-212-834-4533; Morgan Stanley & Co. LLC by telephone (toll-free)
at 1-866-718-1649; MUFG Securities Americas Inc. by telephone (toll-free) at 1-877-649-6848; or Scotia Capital (USA) Inc. by telephone (toll-free) at 1-800-372-3930.
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