Item 1.01. Entry into a Material Definitive Agreement





Revolving Credit Facility

On January 29, 2020, Weyerhaeuser Company ("Weyerhaeuser") entered into an amendment and restatement of its $1.5 billion, five year senior unsecured Revolving Credit Facility Agreement originally dated as of March 6, 2017 (as amended and restated, the "Credit Agreement"), with the lenders party thereto (the "Lenders") and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the "Administrative Agent"). The Credit Agreement will expire in January 2025. Loans made pursuant to the Credit Agreement may be used for general corporate purposes of Weyerhaeuser, including, but not limited to, for working capital purposes, to refinance or otherwise repay or prepay any indebtedness and to finance acquisitions, stock repurchases and capital expenditures. Borrowings will bear interest, at Weyerhaeuser's option, at a floating rate based on LIBOR or a base rate (as defined in the Credit Agreement) plus a spread that will vary depending upon the credit rating assigned to Weyerhaeuser's senior unsecured long-term debt from time to time. The Credit Agreement contains provisions that address the future discontinuance of LIBOR and set forth the process for transition to an alternate benchmark rate that is mutually acceptable to Weyerhaeuser and the Administrative Agent.





Covenants

Key covenants applicable to Weyerhaeuser under the Credit Agreement include requirements to maintain:






•     a minimum total adjusted shareholders' equity (as that term is defined in
      the Credit Agreement) of $3.0 billion; and





•     a funded debt ratio of 65% or less, calculated as set forth in the Credit
      Agreement as total funded indebtedness divided by total adjusted
      shareholders' equity plus total funded indebtedness.

The Credit Agreement contains other covenants customary for borrowers with an Investment Grade 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.





Claim Agreement

In connection with the Credit Agreement, Weyerhaeuser NR Company ("WNR"), a wholly owned subsidiary of Weyerhaeuser, and Weyerhaeuser entered into a claim agreement in favor of the Administrative Agent for the benefit of the Lenders. Under the claim agreement, the Lenders have a contingent claim against WNR for payments owed under the Credit Agreement, but only to the extent that creditors under certain other Weyerhaeuser indebtedness have successfully asserted claims against WNR for payment of such indebtedness pursuant to the terms of certain debt assumption agreements entered into by WNR.

The foregoing description of the Credit Agreement is a general description only, does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated into this report by reference. The Credit Agreement contains representations and warranties that Weyerhaeuser made to the Lenders 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 Credit Agreement and may be subject to important qualifications and limitations to which the parties agreed in connection with negotiating the terms of the Credit Agreement. One or more of these representations and warranties may have been used for the purpose of allocating risk between the parties rather than establishing matters as fact. Moreover, one or more of these representations and warranties may not be accurate or complete as of any specified date or may be subject to a contractual standard of materiality different from those generally applicable to investors. 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 Weyerhaeuser, including as an underwriter for one or more public offerings of Weyerhaeuser's securities, for which they received or will receive customary fees and expenses.

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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.

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 January 29, 2020,
              among Weyerhaeuser Company, as Borrower, the lenders party thereto,
              and Wells Fargo Bank, National Association, as Administrative
              Agent.
  104         Cover page interactive data file (embedded within the inline XBRL
              document).

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