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|TRI Pointe Homes to Combine with Weyerhaeuser Company’s Homebuilding Business|
- Establishes TRI Pointe as a Top 10 Homebuilder -
- Significantly Strengthens Presence in California Markets -
- Company Will Add Five Operating Brands with Considerable Depth and
The transaction, which is expected to close by the end of the second
quarter of 2014, will establish TRI Pointe as one of the 10 largest
TRI Pointe will acquire five distinct market-leading brands with operations in key growth markets:
These companies own or control approximately 27,000 lots primarily located in high-growth, lot-constrained markets. The transaction is consistent with TRI Pointe’s strategy to build a strong regional homebuilder focused on the nation’s most attractive housing markets.
“Today’s announcement is an important milestone for our organization as
it transforms TRI Pointe into one of the leading players in the
homebuilding industry,” said
“Doug and the management team have built TRI Pointe rapidly through a
dedication to innovative designs and strong customer commitment,” said
Summary of Strategic Benefits:
The transaction is expected to provide TRI Pointe and Weyerhaeuser shareholders with the opportunity to own one of largest homebuilding companies in the country with an established presence in some of the nation’s most attractive housing markets, operated by one of the most respected management teams in the industry. TRI Pointe expects that the transaction will:
Under the terms of the transaction agreement, Weyerhaeuser will distribute ownership of WRECO to Weyerhaeuser shareholders in either a spin-off or split-off transaction, which will be immediately followed by a merger of WRECO with a subsidiary of TRI Pointe, with WRECO surviving the merger and becoming a wholly owned subsidiary of TRI Pointe. If Weyerhaeuser elects a spin-off, all Weyerhaeuser shareholders will participate pro-rata. In a split-off, Weyerhaeuser will conduct an exchange offer pursuant to which its shareholders will elect whether to exchange Weyerhaeuser shares for WRECO shares. Weyerhaeuser will determine which approach it will take prior to closing the transaction and no decision has been made at this time. Regardless of the method, upon closing of the merger, Weyerhaeuser shareholders will receive approximately 80.5 percent of TRI Pointe shares on a fully diluted basis and pre-transaction TRI Pointe shareholders will own the balance of TRI Pointe shares.
The value of the transaction is
Under the terms of the transaction agreement, certain assets of WRECO will be excluded from the transaction and retained by Weyerhaeuser.
The transaction is expected to close in the second quarter of 2014,
subject to customary closing conditions including regulatory and TRI
Pointe shareholder approvals. TRI Pointe has financing commitments from
Governance and Management:
TRI Pointe’s headquarters will remain in
Upon closing of the transaction, there will be no immediate changes to the operations of WRECO’s multiple brands and operating subsidiaries. TRI Pointe intends to provide the necessary resources to support WRECO’s employees and the continued growth of each brand.
Joint Conference Call and Investor Information:
TRI Pointe and Weyerhaeuser will host a joint conference call at
The call can be accessed by dialing 1-877-407-3982 for domestic
participants or 1-201-493-6780 for international participants. A replay
of the call will be available through
Interested parties can also listen to the call live on the internet through the Investor Relations section of TRI Pointe’s website. Listeners should go to the website at least 15 minutes prior to the call to download and install any necessary audio software.
TRI Pointe is engaged in the design, construction and sale of innovative
single-family homes in planned communities in major metropolitan areas
located throughout Southern and
Forward Looking Statements:
This press release contains statements concerning Weyerhaeuser and TRI Pointe that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on various assumptions and the current expectations of the management of Weyerhaeuser and TRI Pointe, and may not be accurate because of risks and uncertainties surrounding these assumptions and expectations. Factors listed below, as well as other factors, may cause actual results to differ significantly from these forward-looking statements. There is no guarantee that any of the events anticipated by these forward-looking statements will occur. If any of the events occur, there is no guarantee what effect they will have on the operations or financial condition of Weyerhaeuser or TRI Pointe. Forward-looking statements included herein are made as of the date hereof, and Weyerhaeuser and TRI Pointe undertake no obligation to publicly update or revise any forward-looking statement unless required to do so by the federal securities laws.
Some forward-looking statements discuss Weyerhaeuser’s and TRI Pointe’s plans, strategies and intentions. They use words such as “expects,” “may,” “will,” “believes,” “should,” “would,” “could,” “approximately,” “anticipates,” “estimates,” “targets,” “intends,” “likely,” “projects,” “positioned,” “strategy,” “future,” and “plans.” In addition, these words may use the positive or negative or other variations of those terms. Forward-looking statements in this press release include statements regarding the expected effects on Weyerhaeuser, WRECO and TRI Pointe of the proposed distribution of WRECO to Weyerhaeuser’s shareholders and merger of WRECO with a subsidiary of TRI Pointe (the “Transaction”), the anticipated timing and benefits of the Transaction and whether the Transaction will be tax-free for Weyerhaeuser and its shareholders for U.S. federal income tax purposes. Forward-looking statements also include all other statements in this press release that are not historical facts.
These statements are based on the current expectations of the management of Weyerhaeuser and TRI Pointe (as the case may be) and are subject to uncertainty and to changes in circumstances. Major risks, uncertainties and assumptions include, but are not limited to: the satisfaction of the conditions to the Transaction and other risks related to the completion of the Transaction and actions related thereto; Weyerhaeuser’s and TRI Pointe’s ability to complete the Transaction on the anticipated terms and schedule, including the ability to obtain shareholder and regulatory approvals and the anticipated tax treatment of the Transaction and related transactions; risks relating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, synergies, indebtedness, financial condition, losses and future prospects; TRI Pointe’s ability to integrate WRECO successfully after the closing of the Transaction and to achieve anticipated synergies; the risk that disruptions from the Transaction will harm Weyerhaeuser’s or TRI Pointe’s businesses; the effect of general economic conditions, including employment rates, housing starts, interest rate levels, availability of financing for home mortgages, and the strength of the U.S. dollar; and other factors described under “Risk Factors” in each of Weyerhaeuser’s and TRI Pointe’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. However, it is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.
Additional Information and Where to Find It:
In connection with the proposed “Reverse Morris Trust” transaction
between TRI Pointe and Weyerhaeuser, pursuant to which the homebuilding
subsidiary of Weyerhaeuser, WRECO (with certain exclusions), will be
combined with TRI Pointe, TRI Pointe will file a registration statement
on Form S-4 with the
Participants in the Solicitation:
This communication is not a solicitation of a proxy from any security
holder of TRI Pointe or Weyerhaeuser. However, Weyerhaeuser, TRI Pointe
and certain of their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from TRI
Pointe’s shareholders in connection with the proposed transaction.
Information about the Weyerhaeuser’s directors and executive officers
may be found in its Annual Report on Form 10-K for the year ended
December 31, 2012 filed with the
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
For TRI Pointe Homes: