Weyerhaeuser Company (WY)

[Enterprising Investor]

Weyerhaeuser Announces Intention to Split-Off Weyerhaeuser Real Estate Company (5/12/14)

FEDERAL WAY, Wash., May 12, 2014 /PRNewswire/ -- The board of directors of Weyerhaeuser Company (NYSE: WY) today announced its intention to distribute via a split-off transaction all of the issued and outstanding shares of Weyerhaeuser Real Estate Company (WRECO), an indirect wholly owned subsidiary of Weyerhaeuser. The split-off is in connection with the previously announced "Reverse Morris Trust" transaction, pursuant to which a wholly owned subsidiary of TRI Pointe Homes, Inc. (NYSE: TPH) will merge with and into WRECO, with WRECO surviving the merger and becoming a wholly owned subsidiary of TRI Pointe.

The exchange is expected to be tax-free to participating Weyerhaeuser shareholders for U.S. federal income tax purposes. The commencement of the exchange offer will be announced at a later date, at which time the full terms of such exchange will be disclosed. The transaction is expected to close following the expiration date of the exchange offer. The transaction is subject to customary closing conditions, including TRI Pointe shareholder approval.

In this split-off transaction, Weyerhaeuser shareholders will have the option to exchange some or all of their Weyerhaeuser common shares for WRECO common shares, which will immediately be converted into the right to receive shares of TRI Pointe common stock upon the consummation of the transaction. As a result of the exchange offer, the number of Weyerhaeuser's outstanding shares will be reduced.

All of the 100,000,000 issued and outstanding WRECO common shares (which will be converted into the right to receive 129,700,000 newly issued shares of TRI Pointe common stock) will be offered in exchange for Weyerhaeuser common shares in the offer, subject to adjustments in certain circumstances. The exchange offer will be subject to proration if the offer is over-subscribed, and the number of shares Weyerhaeuser accepts in the exchange offer may be less than the number of shares tendered.

If the exchange offer is consummated but not fully subscribed, then the additional WRECO common shares owned by Weyerhaeuser will be distributed as a pro rata dividend to Weyerhaeuser shareholders.

About Weyerhaeuser
Weyerhaeuser Company, a Washington corporation, is one of the world's largest private owners of timberlands. Weyerhaeuser owns or controls nearly seven million acres of timberlands, primarily in the U.S., and manages another 13.9 million acres under long-term licenses in Canada. It manages these timberlands on a sustainable basis in compliance with internationally recognized forestry standards. Weyerhaeuser is also one of the largest manufacturers of wood and specialty cellulose fibers products, and through WRECO it develops real estate, primarily as a builder of single-family homes. Weyerhaeuser is a real estate investment trust. Its business segments are timberlands (which includes logs, chips and timber), wood products (which includes softwood lumber, plywood, veneer, oriented strand board, hardwood lumber, engineered lumber, raw materials and building materials distribution), cellulose fibers (which includes fluff pulp, liquid packaging board and paper products) and real estate. Weyerhaeuser generated revenues of $2.0 billion during the three months ended March 31, 2014 and $8.5 billion during the year ended December 31, 2013. Weyerhaeuser is listed on the Dow Jones World Sustainability Index, and the company's common stock trades on the New York Stock Exchange under the symbol WY.

http://www.prnewswire.com/news-releases/weyerhaeuser-announces-intention-to-split-off-weyerhaeuser-real-estate-company-258955041.html