$3B Tri Pointe-Weyerhaeuser Merger Gets FTCs Initial OK Law360, New York (January 15, 2014, 4:52 PM ET) -- The Federal Trade Commission on Tuesday granted early approval to a proposed $2.7 billion merger between Tri Pointe Homes Inc. and Weyerhaeuser Co.s homebuilding unit, waiving part of a Hart-Scott-Rodino Act waiting period before consummation. The so-called Reverse Morris Trust deal, announced in November, will give Weyerhaeuser shareholders 130 million shares, or about 80.5 percent of the combined company, valued at $2 billion as of Nov. 1 with Tri Pointe also making a $700 million cash payment to Weyerhaeuser. Federal Way, Wash.-based Weyerhaeuser has said the bid for its Weyerhaeuser Real Estate Co. subsidiary is expected to be tax-free for both companies and will allow it to focus on its timber business. Tri Pointe said it will pick up five market-leading brands, including Pardee Homes and Trendmaker Homes, throughout the western U.S. Representatives for the companies were not immediately available for comment Wednesday. Tri Pointes acquired portfolio of companies controls roughly 27,000 lots located primarily in high-growth, lot-constrained markets, according to Tri Pointe. It said the acquisition is consistent with the companys strategy to create a strong regional homebuilder focused on the countrys most attractive housing markets. Weyerhaeuser President and CEO Doyle Simons has said that after reviewing the landowners homebuilding business, the board of directors concluded the deal will create the greatest value for Weyerhaeuser shareholders. Tri Pointe CEO Doug Bauer will continue in his role, while Tom Mitchell and Mike Grubbs will continue to serve as chief operating officer and chief financial officer, respectively. Barry S. Sternlicht will also stay on as chairman, and Tri Pointes board will expand from seven to nine directors, with Weyerhaeuser selecting four of those nine appointments, according to Tri Pointe. The deal is expected to close in the second quarter of 2014, subject to regulatory and Tri Pointe shareholder approval. Tri Pointe is represented by Michael Flynn, Brad Blank, Rick Zakhar, Jason Dreibelbis, Jeffrey Harrison and tax partner Scott Knutson of Gibson Dunn & Crutcher LLP. Deutsche Bank AG is acting as Tri Pointes financial adviser. Weyerhaeuser is represented by Richard Hall, Erik Tavzel, Stephanie Gallina and Michael Saliba of Cravath Swaine & Moore LLP, with Citigroup Inc. and Morgan Stanley acting as its financial advisers. Additional reporting by Steward Bishop. Editing by Andrew Park. Source: Law 360 at law360/articles/501664/3b-tri-pointe-weyerhaeuser-merger-gets-ftc-s-initial-ok
Posted on: Thu, 30 Jan 2014 02:14:54 +0000
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