The deal will be structured as a tax-free Reverse Morris Trust, Weyerhaeuser said today in a statement. Weyerhaeuser shareholders will receive 130 million shares, which is 80.5 percent of the combined company, while Irvine, California-based Tri Pointe, a residential-property developer, will get 19.5 percent. Weyerhaeuser, a Federal Way, Washington-based owner of U.S. timberlands, will also receive about $700 million in cash.
“The combined company will be a strong standalone homebuilder, and the separation of our homebuilding division allows us to focus on driving performance in our forest products businesses to deliver further value to our shareholders,” Weyerhaeuser Chief Executive Officer Doyle Simons said in the statement.
Weyerhaeuser, a real estate investment trust that owns more than 6 million acres of timberland, said in June it would explore alternatives for the unit, which is called Weyerhaeuser Real Estate Co. Weyerhaeuser agreed that month to acquire Longview Timber LLC for $2.65 billion to add woodlands in Oregon and Washington.
Tri Pointe, 38 percent owned by Sternlicht’s Starwood Capital Group LLC, in January became the first U.S. homebuilder to go public since 2004. Sternlicht will remain Tri Pointe’s chairman, according to today’s statement.
The Weyerhaeuser deal will add about 27,000 lots in Texas, Arizona, California, Nevada and other states to Tri Pointe’s assets and make it one of the 10 largest homebuilders in the U.S., according to a separate statement from Tri Pointe. The transaction is expected to close by the end of June.
Citigroup Inc. and Morgan Stanley advised Weyerhaeuser on the deal and Cravath, Swaine & Moore LLP was legal counsel. Deutsche Bank AG acted as financial adviser to Tri Pointe and Gibson, Dunn & Crutcher LLP was its law firm.
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