WY Weyerhaeuser Company

Item 1.01. Entry into a Material Definitive Agreement

On July 6, 2021, Weyerhaeuser Company (“Weyerhaeuser”) entered into a Second Amendment to Installment Note Agreement (“Second Amendment Agreement”) with MeadWestvaco Timber Note Holding Company II, LLC (“MWV”) to be effective as of June 30, 2021.  The Second Amendment Agreement amends and confirms certain provisions of the $860 million installment note dated as of December 16, 2013 (as previously amended by that certain Assumption and Amendment Agreement dated as of April 28, 2016, and as further amended and restated, the “Amended Installment Note”). Pursuant to the terms of the Second Amendment Agreement, the parties agreed, among other things, to confirm the continued incorporation into the Amended Installment Note of the affirmative and negative covenants and certain other provisions in Weyerhaeuser’s 2017 Term Loan Agreement, as amended by that First Amendment to Term Loan Agreement (together, the “Term Loan Agreement”), notwithstanding that Weyerhaeuser has repaid amounts owed under the Term Loan Agreement and the agreement is therefore no longer in effect.

Under the Amended Installment Note, key covenants include requirements to maintain a minimum total adjusted shareholders’ equity (as defined in the Term Loan Agreement) of $3.0 billion, and a funded debt ratio of not more than 65%.  The funded debt ratio is calculated as total funded indebtedness divided by the sum of total adjusted shareholders' equity plus total funded indebtedness (as each of those terms is defined in the Term Loan Agreement).  As of December 31, 2020, Weyerhaeuser had total adjusted shareholders’ equity of $9.553 billion and a funded debt ratio of 36.43%.

The Amended Installment Note incorporates from the Term Loan Agreement other covenants customary for a borrower with Weyerhaeuser’s credit rating. These include covenants that place limitations on Weyerhaeuser’s 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.

The Second Amendment Agreement, which includes under Annex A the Amended Installment Note, and the Term Loan Agreement are filed herewith and are incorporated herein by reference. References to and descriptions of the Second Amendment Agreement, Amended Installment Note and Term Loan Agreement contained herein are summaries and are qualified in their entirety by reference to the Second Amendment Agreement, Amended Installment Note and Term Loan Agreement filed herewith. These documents are included to provide investors with information regarding the terms and conditions of these agreements and are not intended to provide any factual information about Weyerhaeuser. Each of these agreements contain representations and warranties that Weyerhaeuser Company has made to MWV as of specific dates. The assertions embodied in those representations and warranties were made solely for the purposes of entering into the agreements and may have been used to allocate risk between the parties rather than to establish matters as fact. For the foregoing reasons, investors should not rely on the representations and warranties as statements of factual information.