Weyerhaeuser Company Limited Financing of Acquisition of Macmillan Bloedel

Weyerhaeuser Company Limited completed a sequence of financing transactions on October 29, 1999 and November 1, 1999, the proceeds of which were used primarily to fund the acquisition by Weyerhaeuser of MacMillan Bloedel Limited. The financing consisted of the issuance in the United States of U.S. $750,000,000 of Guaranteed Floating Rate Senior Notes due November 2, 2004, a U.S. $600,000,000 Credit Agreement with the Bank of Nova Scotia and a Canadian Commercial Paper Program providing for the issuance of up to Cdn. $1,000,000,000 of short-term promissory notes.
Canadian legal advice in connection with the Senior Note offering was provided to Weyerhaeuser by Steven Smith (corporate and securities) and Greg Wylie (tax) of Osler, Hoskin & Harcourt LLP.

Claire Grace, Senior Legal Counsel to Weyerhaeuser Company and Andrew Bar of Perkins Coe (Seattle, Washington) provided U.S. legal advice to Weyerhaeuser. Paula Greenman and Sean McKenna of Skadden, Arps, Slate, Meagher & Flom LLP provided U.S. legal advice to the initial purchaser of the Senior Notes, Chase Securities Inc.

Canadian legal advice in respect of the Credit Agreement was provided to Weyerhaeuser by Steven Smith and Sushma Jobanputra of Osler, Hoskin & Harcourt LLP. Claire Grace, Senior Legal Counsel to Weyerhaeuser Company and Alan Smith of Perkins Coie provided U.S. legal advice to Weyerhaeuser. Canadian legal advice to the Bank of Nova Scotia was provided by Gary Ott and Mike Allen of Russell & DuMoulin (Vancouver), and Jeff Nudelman of Dunn Carney Allen Higgins & Tongue LLP (Portland, Oregon) provided U.S. legal advice.

Legal advice in connection with the Commercial Paper Program was provided to Weyerhaeuser by Steven Smith and Jason Comerford (associate) of Osler, Hoskin & Harcourt LLP.

Weyerhaeuser Company Limited is an indirect wholly-owned Canadian subsidiary of Weyerhaeuser Company, one of the largest integrated forest products companies in the world and the world’s largest private owner of merchantable softwood timber and producer of softwood lumber and market pulp. Weyerhaeuser Company is also one of North America’s largest recyclers of office wastepaper, newspaper and corrugated boxes.