O'Melveny Represents TRI Pointe Independent Directors in US$2.7 Billion Combination TransactionNovember 04, 2013
FOR IMMEDIATE RELEASE
O’Melveny & Myers LLP
NEWPORT BEACH ─ November 4, 2013 ─ O’Melveny & Myers LLP represented the independent directors of TRI Pointe Homes, Inc. (NYSE: TPH) in connection with TRI Pointe’s definitive agreement to combine with the homebuilding division of Weyerhaeuser Company in a Reverse Morris Trust transaction valued at US$2.7 billion. The deal will give TRI Pointe access to key markets in California and Texas and make it one of the largest US homebuilders.
The O’Melveny team was led by partners Gary Singer, Steven Tonsfeldt, and Paul Scrivano.
About O’Melveny & Myers LLP
With approximately 800 lawyers in 16 offices worldwide, O’Melveny & Myers LLP helps industry leaders across a broad array of sectors manage the complex challenges of succeeding in the global economy. We are a values-driven law firm, guided by the principles of excellence, leadership, and citizenship. Our commitment to these values is reflected in our dedication to improving access to justice through pro bono work and championing initiatives that increase the diversity of the legal profession. For more information, please visit www.omm.com
The following press release was issued by TRI Pointe Homes:
TRI Pointe Homes to Combine with Weyerhaeuser Company’s Homebuilding Business
IRVINE, Calif.--(BUSINESS WIRE)-- TRI Pointe Homes, Inc. (TPH) (“TRI Pointe” or the “Company”) today announced that its Board of Directors approved a definitive agreement pursuant to which Weyerhaeuser Real Estate Company (“WRECO”), the wholly-owned homebuilding and real estate subsidiary of Weyerhaeuser Company (WY) (“Weyerhaeuser”) will combine with a subsidiary of TRI Pointe in a transaction valued at approximately $2.7 billion.
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 homebuilders in the United States based on estimated combined equity market value and provide Weyerhaeuser shareholders with the opportunity to own shares in one of the largest homebuilders in the country.
TRI Pointe will acquire five distinct market-leading brands with operations in key growth markets:
- Pardee Homes – Southern California and Las Vegas;
- Trendmaker Homes – Texas;
- Maracay Homes – Arizona;
- Winchester Homes – Washington, DC metro area; and
- Quadrant Homes – Puget Sound region of Washington State.
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 Bauer, TRI Pointe chief executive officer. “Our mission from day one has been to be the next-generation homebuilder, and this transaction uniquely positions us to build on our established momentum, expand our footprint and capitalize on new growth opportunities. This is exciting news for our shareholders, employees and customers, and we look forward to delivering more top-quality homes across the country.”
“Doug and the management team have built TRI Pointe rapidly through a dedication to innovative designs and strong customer commitment,” said Barry Sternlicht, chairman of the board of TRI Pointe. “Both organizations share a disciplined, hands-on approach, leveraging strong local market relationships, and they have established reputations for delivering quality homes on budget and on schedule to drive shareholder value.”
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:
- Enhance Geographic Presence: TRI Pointe will significantly broaden its geographic footprint with the addition of WRECO’s operations and local market leadership, providing entry into high-growth markets that exhibit favorable long-term economic and demographic fundamentals. These markets include Houston, Phoenix, Tucson, Las Vegas, Southern California, the Washington DC metro area, Richmond, and the Puget Sound region of Washington State.
- Deepen California Footprint: The addition of Pardee Homes will deepen TRI Pointe’s footprint considerably in key lot-constrained Southern California counties including Los Angeles, San Diego, Riverside, and San Bernardino. Each is a market where TRI Pointe has extensive local knowledge and key land developer relationships.
- Expand Land Holdings: Through the transaction, TRI Pointe will increase its land inventory by gaining control of WRECO’s approximately 27,000 lots. More than 16,000 of these lots are located in lot-constrained California markets where TRI Pointe has strong knowledge and an established history of success. The added land holdings provide optionality for future land and lots sales.
- Provide Best-in-Class Management Team: In addition to TRI Pointe’s executive management team, TRI Pointe will gain an experienced senior management team, operating five distinct homebuilders, that boasts an average of 21 years operating in their regional markets. These teams have unparalleled local knowledge and relationships in their respective markets.
- Increase Market Capitalization & Liquidity: The transaction will increase TRI Pointe’s market capitalization and shares outstanding, and improve its access to the capital markets. Additionally, the combined company will benefit from strong margin contribution from WRECO’s assets, which are being transferred at book value.
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 $2.7 billion, comprising 130 million shares of TRI Pointe common stock, valued at $2.0 billion, based on the closing market price of TRI Pointe’s shares on November 1, 2013, and, immediately prior to the distribution of WRECO, an approximately $700 million cash payment from WRECO to Weyerhaeuser, which will be retained by Weyerhaeuser after the closing of the transaction. The amount of the cash payment to Weyerhaeuser is subject to adjustment based on the terms set forth in the transaction agreement. Upon closing, TRI Pointe will have approximately 161 million shares outstanding. The transaction is expected to be tax-free for both companies and their shareholders.
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 Citigroup and Deutsche Bank Securities for this transaction. TRI Pointe and WRECO will continue to operate separately until the transaction closes.
Governance and Management:
Doug Bauer, Tom Mitchell and Mike Grubbs will continue to serve as chief executive officer, president and chief operating officer and chief financial officer, respectively, of TRI Pointe upon closing of the transaction.
TRI Pointe’s headquarters will remain in Irvine, California.
Barry S. Sternlicht will continue as Chairman of the Board of TRI Pointe and Doug Bauer will also continue as a director. TRI Pointe will expand its Board from seven to nine directors and Weyerhaeuser will select four of the nine directors for appointment to the Board.
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.
Deutsche Bank Securities is serving as financial advisor to TRI Pointe and Gibson, Dunn & Crutcher LLP is TRI Pointe’s legal advisor.
Joint Conference Call and Investor Information:
TRI Pointe and Weyerhaeuser will host a joint conference call at 8:30am Eastern Time on Monday, November 4th, 2013 to discuss the transaction. A copy of the management’s presentation will be available in the Investor Relations section of TRI Pointe’s website at www.TRIPointeHomes.com.
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 November 18, 2013 and can be accessed by dialing 1-877-870-5176 for domestic participants or 1-858-384-5517 for international participants (access code 13572750).
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.
About TRI Pointe Homes, Inc.:
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 Northern California and, more recently, Colorado. TRI Pointe is headquartered in Irvine, California. For more information about TRI Pointe and its new home developments please visit the Company’s website at www.TRIPointeHomes.com.
For TRI Pointe Homes:
Investor Relations – TRI Pointe Homes, Inc.
Brad Cohen or Jeremy Pinchot, 949-478-8696
Media Relations – TRI Pointe Homes, Inc.
Phil Denning, Jason Chudoba, Mary McCeney