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Weyerhaeuser Co. (WY)
Merger of TRI Pointe Homes, Inc. Conference Call
November 4, 2013 8:30 AM ET
Brad Cohen – Investor Relations
Doyle R. Simons – President and Chief Executive Officer
Barry S. Sternlicht – Chairman, TRI Pointe Board of Directors
Douglas F. Bauer – Chief Executive Officer of TRI Pointe
Will Randow – Citigroup
Nishu Sood – Deutsche Bank
Ivy Zelman – Zelman & Associates
Mark Weintraub – Buckingham Research
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Thank you, operator good morning. Welcome to the TRI Pointe Homes call to discuss the pending combination with Weyerhaeuser Real Estate Company, the wholly owned homebuilding and real estate subsidiary of Weyerhaeuser Company, to discuss the recent announcement. I would like to direct everyone’s attention to the Investor Relations section of Weyerhaeuser’s and TRI Pointe’s website where you will find copies of the respective companies’ press release in the investor presentation that management will walk through on this call today.
In addition a filing on Form 8-K described in the transaction has been made with the Securities and Exchange Commission. Before we start off the call, I would like to say that we will be discussing certain matters that inherently involve forward-looking statements and proposed transactions that ultimately may or may not be consummated. As a result, I would caution our audience to refer to the risk factors included in the Company’s SEC reports, as well as the cautionary language that appears at the beginning of the slides and other written materials where you will find a more detailed discussion of those inherent risks and uncertainties.
Also in connection with the proposed transactions, we will be discussing today we plan to file certain documents with the SEC in the future which, again we would encourage all investors to read because they will contain important information.
Those documents can be found when filed on the SEC’s website. With that let me turn the call over to Mr. Simons, President and Chief Executive Officer of Weyerhaeuser.
Doyle R. Simons
Good morning, everyone and thank you for joining us to discuss this exciting announcement regarding the combination of Weyerhaeuser Real Estate Company or WRECO as it’s known, and TRI Pointe Homes. I’m joined by Doug Bauer, Chief Executive Officer of TRI Pointe. We are here in Southern California where TRI Pointe is headquartered and where WRECO’s largest homebuilding subsidiary Pardee Homes also has its headquarters. We’re also joined on the call today by TRI Pointe’s Chairman, Barry Sternlicht, who is in New York.
As highlighted on Slide 4, TRI Pointe and Weyerhaeuser have entered into an agreement whereby WRECO and TRI Pointe will combine in a Reverse Morris Trust Transaction expected to be tax-free valued at approximately $2.7 billion. This transaction will establish TRI Pointe as one of the 10 largest homebuilders in the United States with an estimated equity market capitalization of approximately $2.5 billion and provide Weyerhaeuser shareholders with the opportunity to own shares in one of the largest homebuilders in the country.
In addition the combined company will own or control approximately 30,000 lots in some of the nations most attractive housing markets including approximately 19,000 lots in California. We have great respect for TRI Pointe’s and WRECO’s management teams a combination of TRI Pointe’s senior management team with WRECO’s strong local market franchises and management team will ensure the combined company maximizes its long term growth potential.
Slide 5 provides an overview of the transaction, the $2.7 billion RMT transaction consist of 130 million shares of TRI Pointe stock and a cash payment of approximately $700 million to Weyerhaeuser. At closing Weyerhaeuser will distribute ownership of WRECO to Weyerhaeuser shareholders and neither expand all or a split off. Weyerhaeuser shareholders will ultimately own approximately 80.5% of TRI Pointe shares; in the pre transaction TRI Pointe share owners will own approximately 19.5% of the shares.
The Board will expand from 7 to 9 directors with TRI Pointe naming five and Weyerhaeuser naming four Directors. Barry Sternlicht will be the Chairman and Doug Bauer will be the CEO and a Director. The headquarters will continue to be in Irvine, California. The transaction is expect to close in the second quarter 2014 subject to customary closing conditions and TRI Pointe shareholder approval.
Importantly Starwood and TRI Pointe management have agreed to vote 40% of the outstanding TRI Pointe shares in favor of the transaction. As highlighted on Slide 6 the goal of the Weyerhaeuser Board strategic evaluation process for WRECO was to position WRECO to realize its full potential and to maximize value for Weyerhaeuser shareholders.
Part of this review the Board ran a thorough and robust process evaluated all available options and concluded this combination with TRI Pointe, met the stated goals. This combination creates the strong, well capitalized, standalone homebuilder with significant long term growth potential and a vehicle for Weyerhaeuser shareholders to own a pure-play homebuilder.
This transaction will also result in a more focused Weyerhaeuser company going forward. As a result of this transaction Weyerhaeuser will be a forest products company with reduced earnings volatility and a capital allocation policy focused on returning cash to shareholders through a growing and sustainable dividend and share repurchases when appropriate investing in our businesses through high return capital projects, pursuing growth opportunities and maintaining an appropriate capital structure. Importantly the RMT transaction is expected to be tax free to Weyerhaeuser and its shareholders.