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WY > SEC Filings for WY > Form 8-K on 24-Jul-2013All Recent SEC Filings

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Form 8-K for WEYERHAEUSER CO


24-Jul-2013

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhi


ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On July 23, 2013, Weyerhaeuser Company ("Weyerhaeuser" or the "Company") completed the acquisition of Longview Timber LLC ("Longview Timber") pursuant to the Stock Purchase Agreement, dated June 14, 2013, with Longview Timber Holdings, Corp. and certain of its security holders (the "Purchase Agreement"). Pursuant to the Purchase Agreement and other related agreements, the Company acquired, for cash, all of the equity interests in Longview Timber (the "Acquisition") for an aggregate purchase price of approximately $2.65 billion, which includes the assumption of Longview Timber's debt. The purchase price is subject to post-closing adjustment based on Longview Timber's net working capital and net cash at closing in accordance with the terms of the Purchase Agreement. As at June 30, 2013, an aggregate principal amount of approximately $1.07 billion of fixed and floating rate notes was outstanding under Longview Timber's existing senior secured credit agreement.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on June 17, 2013, and is incorporated herein by reference.



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a)Financial statements of business acquired.

Longview Timber's consolidated financial statements as of June 30, 2013 and December 31, 2012 and for the six month periods ended June 30, 2013 and 2012 will be filed by amendment within 71 calendar days after the date on which this Current Report on Form 8-K must be filed. Longview Timber's audited consolidated financial statements as of and for the fiscal year ended December 31, 2012 and unaudited consolidated financial statements as of March 31, 2013 and December 31, 2012 and for the three month periods ended March 31, 2013 and 2012 were filed on a Current Report on Form 8-K dated June 17, 2013.
(b) Pro forma financial information.

The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date on which this Current Report on Form 8-K must be filed.
(d) Exhibits The following item is filed as an exhibit to this report:
99.1 Press Release announcing completion of the Acquisition, dated July 23, 2013


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