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Can Third Avenue Get Back on Track? (5/09/15)
Marty Whitman’s fabled value shop is struggling to regain its performance edge. A new manager with an eye on risk could help.
Legendary investor Marty Whitman, 90, is holding court in his office, wearing a blue sweatshirt and khakis, with his feet up on the coffee table. When the discussion turns to a topic he likes—how his form of value investing differs from the classic style of Benjamin Graham and David Dodd, say—his eyes flash and his whole face lights up. But he’s known as a curmudgeon for a reason, and when the subject is something he’d rather not discuss, he practically growls.
There has been a lot to growl about lately. Third Avenue Management, the mutual-fund firm Whitman founded in 1986, has struggled with management turnover and poor performance. Assets have shrunk to $10.2 billion from a peak of $26 billion in 2006. The firm’s flagship fund, Third Avenue Value (ticker: TVFVX), which Whitman ran from its 1990 inception through 2012, now rates a meager two stars from Morningstar. It has just $2 billion in assets, and is on its second manager since his departure. Third Avenue International Value (TVIVX), which was already shrinking when longtime manager Amit Wadhwaney departed last year, lost more than 60% of its assets thereafter; it now has $269 million.
Third Avenue, which runs five funds and associated separate accounts, offers a look at how greatness can erode—and a study in how it might be reclaimed. All deep-value investors, including Third Avenue competitors Wintergreen (WGRNX) and Tweedy, Browne Value (TWEBX), have faced an uphill battle as money has flowed to zippier growth stocks. But Third Avenue’s portfolios are concentrated in just 30 to 65 stocks, leaving them particularly vulnerable to investment mistakes and client departures. Much more important, it may be impossible to transfer Whitman’s investment genius to the next generation.
That doesn’t have to mean Third Avenue’s days are numbered. But success—and longevity—could require the firm to operate differently in the future, becoming more of a collaborative, process-driven enterprise instead of the “cult of Marty.”
The job of transitioning Third Avenue has fallen, in large part, to Chip Rewey, 46, hired last June from value manager Cramer Rosenthal McGlynn to run Third Avenue’s Value strategy and re-energize the organization’s culture. He has concentrated on breaking down barriers among investment teams and managing portfolio risk. Rewey’s strategy seems like a sensible start, but has yet to bear fruit.
“Businesswise, we’re a very, very modest success,” Whitman says. “I don’t know if you could even call us a success after the 2008 redemptions. We never really came back. It’s been tough.”
WHITMAN SCOFFS at the idea of retirement. While he has stepped back from his roles as chief investment officer (in 2010) and manager of the Value fund (in 2012), and now says he spends most of his time managing his family money, he continues to take the subway to his Manhattan office almost every day. He’s an outsize presence at the firm’s Tuesday research meetings, and, as chairman of the board, continues to write the firm’s widely read quarterly letters. “My wife would rather shoot me than go to Florida,” he says.
Whitman, a Bronx native, Navy man during World War II, and graduate of Syracuse University (thanks to the G.I. Bill), started on Wall Street as an analyst at Shearson, Hammill—and hated it. Looking at stocks based on short-term earnings really got his dander up. “I saw it was a terrible waste,” he says. So he joined the family office of William Rosenwald, son of a founder of Sears Roebuck, where he developed the cornerstone of his investment approach.
That approach—spelled out in his books, including his most recent, Modern Security Analysis, published in 2013—starts with the balance sheet, as befits an investor who made his name by buying bonds of bankrupt railroad Penn Central. He looks for stocks that trade at a deep discount to his estimate of the company’s net asset value. None of Third Avenue’s funds resemble their benchmarks. Diversification, Whitman says, is “a damn poor surrogate for knowledge, control, and price consciousness.” There’s no argument from anyone at the firm. As International Value manager Matt Fine puts it: “We’re all Marty acolytes.”
Whitman has never cared much about running a business. The operations side of Third Avenue is overseen by CEO David Barse, 52, a former bankruptcy attorney who has worked at the firm for nearly a quarter-century. He’s been president since 1994. Their relationship, after so many years, is symbiotic. “He’s my consigliere,” Barse says.
While Whitman’s name is indelibly associated with the firm, he is no longer the majority owner. In 2002 he sold 60% of Third Avenue, most of it his family’s stake, reportedly for $100 million, to Affiliated Managers Group (AMG), whose stable of asset managers now includes Tweedy, Browne and Harding Loevner. Third Avenue’s employees kept the remainder, and under the terms of the agreement, Barse says, AMG pledged not to interfere with Third Avenue’s investment decisions or hiring.
Selling a stake to AMG was an estate-planning move: Whitman’s three adult children—a Broadway producer, a law professor, and a music professor—had no interest in the business, and institutional investors kept worrying about his age. “If it wasn’t the first or second question, it was the third they’d ask Marty—‘well, Marty, what’s going to happen when you retire?’ ” says Barse. “Mind you, he’s 77 [at the time], and doesn’t think he’s anything other than Superman. He’d say, ‘well, I’m never going to retire,’ and they’d look at him like, ‘you gotta be kidding me.’ The AMG transaction really solidified our succession and comforted clients significantly.”
When Third Avenue and AMG struck a deal 13 years ago, it was a different world. The firm had $4.5 billion in assets; its five-star flagship Value fund was a top performer, and its International Value fund was less than a year old. Assets rose nearly sixfold in the next four years. But its deep-value strategy struggled since the financial crisis, and investors have fled as performance has suffered. For the past five years—with the notable exception of the top-performing Third Avenue Real Estate Value fund (TVRVX), now the firm’s largest with $3.5 billion of assets—its funds are in the bottom half relative to their competitors, and some are really scraping the bottom, according to Morningstar.
YET THIRD AVENUE has stuck to its mission, even as other fund companies expanded their lineups and moved into exchange-traded funds. In addition to the flagship Value fund, International Value, and Real Estate, the firm manages the $451 million Third Avenue Small-Cap Value (TVSVX) and its newest and second-largest fund, $2.5 billion Third Avenue Focused Credit (TFCVX). It launched in 2009, when high-yield and distressed debt were available cheaply. All adhere to Whitman’s investing principles. “If we lose our differentiation, then we lose our business,” Barse says.
Jennifer Borggaard, an AMG senior vice president who has managed the relationship with Third Avenue since 2007, says AMG has a long time horizon and understands that all of its affiliates will go through cycles. While the company generally steers clear of day-to-day involvement, it is always involved in succession planning, she adds. “I feel very positive about the firm, and the people they have in place today, and we’re very pleased that they can continue to have Marty,” she says.
In 2012, a decade after the sale to AMG, the 10-year employment contracts that key employees had signed ran out. That February, Whitman announced his retirement from active management of the Value fund, and said he would hand over responsibility to his co-manager and protégé, Ian Lapey. “For the investment advisors who put money with Marty, it was almost a cult, like the Dead Heads or something,” says Richard Berse, chief executive of Northstar Financial Advisors, which once had one-third of his firm’s assets with Third Avenue, and now has far less.
During Lapey’s two years at the helm, the fund’s performance trailed almost two-thirds of its peers in Morningstar’s world-stock category, and assets fled. Part of the problem dated to Whitman’s tenure: He had bulked up on East Asian property stocks that he believed—and continues to believe—are some of the world’s most undervalued securities. By 2011, those stocks, including Cheung Kong Holdings, now CK Hutchison Holdings (1.Hong Kong), and Henderson Land Development (12.Hong Kong) represented 45% of fund assets. One of Rewey’s first moves was to cut the Asian property stocks to less than 10% of the fund from 16% at the end of June.
Wadhwaney, who had run International Value since its inception, departed in 2014. Fine, 39, who had joined Third Avenue right after college and had worked with Wadhwaney for 12 years, took over. Third Avenue expected an easy transition; instead, assets kept shrinking. “It is shocking what has transpired in such a short period of time,” says Bill Belko, chief investment officer of Roble Belko in Sewickley, Pa., among those selling after Wadhwaney left.
AS WITH THE VALUE fund, issues had been brewing before the transition. For example, Wadhwaney, who had been a paper analyst before joining Third Avenue, made a big bet on Canada’s Catalyst Paper. The bet went south: In 2012, Catalyst Paper filed for bankruptcy. In 2013, the fund returned an impressive 21%, but as competitors soared 26%, it landed at the bottom of its peer group, according to Morningstar.
Fine was stuck trying to manage a shrinking fund, and one with large, illiquid positions, especially Straits Trading (STRTR.Singapore). Last fall, he found a buyer for Straits, and now says he has capital for new investments. But the fund’s performance has suffered: In the past year, the fund lost 8%, while competitors lost less than 1%, according to Morningstar. “Nobody said it’s easy,” Fine says, “and it will make you look stupid at times.”
Focused Credit, like Real Estate, is a winner. Together, these strategies account for $6.3 billion—more than 60% of assets. Focused Credit is typical of Whitman’s distressed approach; it buys cheap debt of all sorts, and often gets involved in reorganizations. It has had ups and downs, returning 16.5% in 2013, landing in the top 1% of high-yield funds, before tumbling to the bottom 1% a year later, according to Morningstar. Manager Tom Lapointe, 45, who joined the firm in 2009 from Columbia Management, says last year was a tale of two halves, with the fund outperforming most high-yield, bank-loan, and distressed funds in the first half, but giving it all back, plus some, in the second.
Dislocations in the credit market have set the stage for what might be the best environment since late 2011, he says. Lapointe is particularly focused on distressed oil names now that prices have fallen and investors are abandoning oil-company bonds, which make up 15% of the high-yield market. “There’s nothing better than people running out of a building with their hair on fire,” he says.
THIRD AVENUE’S MOST successful fund, by far, is Real Estate, which has returned an annualized 13% for the past five years versus the global real-estate category’s 11%, putting it in the top percentile. Its definition of real estate is far broader than competitors’, encompassing everything from Asian property companies like Cheung Kong to timber company Weyerhaeuser (WY). How it approaches its stock selection is something of a prototype for how Third Avenue would like all its funds to operate.
Co-manager Michael Winer, 59, a former real-estate operating executive, convinced Whitman to set up the real-estate fund 17 years ago. Today, Winer has two younger co-managers. This more collaborative approach has become the template across the organization. Management of the five funds now includes 12 portfolio managers and an investment team totaling 27 people.
“Marty Whitman is, and always will be, a star,” Barse says. “We were attempting forever—since the inception of the firm, quite frankly—to create this long-term succession plan, to morph into not one strategy but five strategies, and not one manager but multiple managers. We don’t want to live by a star-power system anymore. That process has altered the whole dynamic of the organization.”
Since his arrival, Rewey has focused on putting in place new processes to manage risk. One of the first things he did, he says, was to replace what he considered artificial barriers between the value team and the small-cap value team.
ACROSS THE FIRM, portfolio managers talk about how the different teams have worked together to analyze companies such as Weyerhaeuser, the giant timber company that is the company’s largest holding, at 3.2% of assets, and one held in multiple portfolios. “The collaboration has increased a ton, and that is great,” says Real Estate Value co-manager Jason Wolf, 45.
At a recent $31, Weyerhaeuser shares trade at a steep discount to their net asset value, which Third Avenue’s managers peg in the low-$40s. But the bigger play is the housing market’s comeback: If housing starts return to their historic levels of around 1.5 million to 1.6 million a year, Weyerhaeuser’s underlying businesses would probably generate enough cash flow to push its shares above $50, says Real Estate Value co-manager Ryan Dobratz, 34.
In fact, Third Avenue’s view of the upside is so great that when Weyerhaeuser spun off its home-building unit last year, the firm chose to keep its shares instead of those of the spinoff.
Even before Rewey’s arrival, Third Avenue had begun implementing processes that can be repeated by multiple people. At Real Estate Value, for example, Wolf and Dobratz designed a shadow portfolio of companies in their universe that they want to own at lower prices. It serves as an on-deck list, and speeds their response to market dislocations. For instance, it helped them move quickly to deploy stockpiled cash in the summer and fall of 2011, when the market sold off on troubles in Europe and gridlock in Washington.
Rewey pays particular attention to concentration risk. During the Asian-flu crisis, he recalls, he had owned shares in a rental-car company, a hotel operator, a maker of jet airplanes, and a company that sold perfume ingredients that wound up on the shelves of Duty Free. The result, he says, was a big travel bet. While that might seem obvious in retrospect, it wouldn’t have been clear by looking at industry categorizations. So Rewey has put in a place a process to check the portfolio for its raw-materials exposure, leverage, and other cross-correlations.
As the market shifts, Rewey says, he’s finding value in stocks like Comerica (CMA), an under-earning regional bank that’s been out of favor with investors. Comerica is currently the firm’s fifth-largest holding.
It’s far too early to say how Rewey’s tenure will pan out. The performance numbers had been moving in the right direction, but then fell back: The fund is now up 5% in the past year, putting it in the middle of the pack of the world-stock category, which has returned 6% on average, according to Morningstar. “I think we can re-energize it,” Rewey says.
WHAT WILL IT TAKE for investors to come back? “Beats me,” growls Whitman.
“Good performance,” says Barse.
“I don’t know,” Whitman says. “I disagree that performance makes all that much difference.”
Dan Michalk, founder of Waterway Wealth Management in The Woodlands, Texas, dropped Third Avenue Value when Whitman left as manager, and says he’d find returning really tough. “That trust has been lost a little bit,” he says. “I don’t have any reason to believe [Rewey] is going to be able to replicate what Marty did.”
Replicating Whitman’s process means putting balance-sheet strength and valuation first, and not giving a damn what fund-holders think. But investors, especially institutional investors, want more process, diversification, and risk control. That’s precisely what could make the firm less like the “cult of Marty” and more like everybody else—which might not be a bad thing.
http://online.barrons.com/articles/can-third-avenue-get-back-on-track-1431136270
Weyerhaeuser increases dividend by 32% and announces $700 million share repurchase program (8/13/14)
FEDERAL WAY, Wash., Aug. 13, 2014 /PRNewswire/ -- Weyerhaeuser Company (NYSE: WY) today announced that its board of directors has declared a dividend on the company's common shares of $0.29 per share, reflecting a 32 percent increase from the prior quarterly dividend of $0.22 per share. With this increase, the company has grown its dividend by 93 percent since 2011. The dividend is payable in cash on Sept. 12, 2014, to holders of record of such common shares at the close of business on Aug. 29, 2014. The company's board of directors has also declared a dividend of $0.7969 per share on the company's 6.375% Mandatory Convertible Preference Shares, Series A, which will be payable in cash on Oct. 1, 2014, to holders of record of such mandatory convertible preference shares at the close of business on Sept. 15, 2014.
Additionally, the board has authorized a new share repurchase program of up to $700 million of the company's common shares. This new program will replace the prior share repurchase program. Repurchases may be made through a variety of methods, including open market purchases, privately negotiated transactions, block trades, accelerated share repurchase transactions or pursuant to 10b5-1 trading plans.
"This significant increase to our quarterly dividend coupled with our share repurchase program reflects our confidence in the company's ability to continue to improve operating and financial performance and is further evidence of Weyerhaeuser's ongoing commitment to return cash to our shareholders," said Doyle R. Simons, president and chief executive officer.
About Weyerhaeuser
Weyerhaeuser Company, one of the world's largest private owners of timberlands, began operations in 1900. We own or control nearly 7 million acres of timberlands, primarily in the U.S., and manage another 14 million acres under long-term licenses in Canada. We manage these timberlands on a sustainable basis in compliance with internationally recognized forestry standards. We are also one of the largest manufacturers of wood and cellulose fibers products. Our company is a real estate investment trust. In 2013, our continuing operations generated $7.3 billion in sales and employed approximately 13,000 people who serve customers worldwide. We are listed on the Dow Jones World Sustainability Index. Our common stock trades on the New York Stock Exchange under the symbol WY. Learn more at www.weyerhaeuser.com.
http://www.prnewswire.com/news-releases/weyerhaeuser-increases-dividend-by-32-and-announces-700-million-share-repurchase-program-271160531.html
Weyerhaeuser Sets Final Exchange Ratio for Split-off of WRECO and Announces Automatic Extension of Exchange Offer to Midnight on Wednesday, July 2, 2014 (6/30/14)
FEDERAL WAY, Wash., June 30, 2014 /PRNewswire/ -- Weyerhaeuser Company (NYSE: WY) today announced that the final exchange ratio for its exchange offer for Weyerhaeuser common shares will be 1.7003 common shares of Weyerhaeuser Real Estate Company ("WRECO"), Weyerhaeuser's homebuilding business, for each Weyerhaeuser common share validly tendered and not properly withdrawn pursuant to the exchange offer. The exchange offer is in connection with the "Reverse Morris Trust" transaction, previously announced on November 4, 2013, pursuant to which a wholly owned subsidiary of TRI Pointe Homes, Inc. (NYSE: TPH) ("TRI Pointe") will merge with and into WRECO, with WRECO surviving the merger and becoming a wholly owned subsidiary of TRI Pointe (the "Merger"). In the Merger, each WRECO common share will automatically convert into the right to receive 1.297 shares of TRI Pointe common stock. As a result, Weyerhaeuser shareholders who tendered their Weyerhaeuser common shares in the exchange offer will receive approximately 2.2053 shares of TRI Pointe common stock for each Weyerhaeuser common share accepted for exchange. The exchange is expected to be tax-free to participating Weyerhaeuser shareholders for U.S. federal income tax purposes.
Because the exchange offer will be subject to proration if the exchange offer is oversubscribed, the number of Weyerhaeuser common shares that Weyerhaeuser accepts in the exchange offer may be less than the number of shares validly tendered by shareholders. Based on the final exchange ratio, Weyerhaeuser expects to accept for exchange approximately 58,813,151 of its common shares if the exchange offer is fully subscribed.
The final calculated per-share value of Weyerhaeuser common shares and the final calculated per-share value of WRECO common shares, in each case determined in the manner described in the Prospectus—Offer to Exchange, dated May 22, 2014 (the "Prospectus—Offer to Exchange"), would have resulted in an exchange ratio of more than the upper limit of 1.7003. Accordingly, the final exchange ratio has been set at 1.7003 WRECO common shares for each Weyerhaeuser common share accepted in the exchange offer. Based on the final calculated per-share value of Weyerhaeuser common shares and the final calculated per-share value of WRECO common shares, in each case determined in the manner described in the Prospectus—Offer to Exchange, tendering shareholders will receive approximately $1.05 of TRI Pointe common stock for each $1.00 of Weyerhaeuser common shares accepted for exchange.
Because the upper limit is in effect, the exchange offer has been automatically extended to 12:00 midnight, New York City time, on Wednesday, July 2, 2014, as provided by the terms of the exchange offer. Accordingly, Weyerhaeuser shareholders may tender or withdraw their Weyerhaeuser common shares until that time by following the procedures described in the Prospectus—Offer to Exchange, the Letter of Transmittal and the Exchange and Transmittal Information Booklet for Common Shares of Weyerhaeuser Company. The completion of the exchange offer is subject to certain conditions as set forth in the Prospectus—Offer to Exchange.
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-sets-final-exchange-ratio-for-split-off-of-wreco-and-announces-automatic-extension-of-exchange-offer-to-midnight-on-wednesday-july-2-2014-265273351.html
Weyerhaeuser commences split-off exchange offer for WRECO in connection with transaction with TRI Pointe (5/22/14)
FEDERAL WAY, Wash., May 22, 2014 /PRNewswire/ -- Weyerhaeuser Company (NYSE: WY) today announced that it has commenced its exchange offer related to the split-off transaction of its homebuilding business, Weyerhaeuser Real Estate Company ("WRECO"). The exchange offer is in connection with the "Reverse Morris Trust" transaction, previously announced on November 4, 2013, pursuant to which a wholly owned subsidiary of TRI Pointe Homes, Inc. (NYSE: TPH) ("TRI Pointe") 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.
Key elements of the exchange offer:
•Weyerhaeuser shareholders have the option to exchange all, some or none of their Weyerhaeuser common shares for WRECO common shares, subject to proration as described below. In the combination, WRECO common shares will convert automatically into the right to receive shares of TRI Pointe common stock.
•Tendering Weyerhaeuser shareholders are expected to ultimately receive approximately $1.11 of shares of TRI Pointe common stock for every $1.00 of Weyerhaeuser common shares tendered, subject to the upper limit described below.
•Weyerhaeuser will determine the prices at which Weyerhaeuser common shares and WRECO common shares (and ultimately TRI Pointe common stock) will be exchanged by reference to the simple arithmetic average of the daily volume-weighted average prices of Weyerhaeuser common shares and TRI Pointe common stock, respectively, on the New York Stock Exchange on each of the last three trading days of the exchange offer.
•Weyerhaeuser expects to issue 100,000,000 WRECO common shares in the exchange offer (which will convert into 129,700,000 shares of TRI Pointe common stock). The number of Weyerhaeuser common shares that will be accepted in the exchange offer will depend on the final exchange ratio and the number of Weyerhaeuser common shares tendered.
•The exchange offer and withdrawal rights are scheduled to expire at 12:00 midnight, New York City time, on June 30, 2014, unless the exchange offer is extended or terminated.
The exchange offer is designed to permit Weyerhaeuser shareholders to exchange their Weyerhaeuser common shares for WRECO common shares (which will convert into shares of TRI Pointe common stock) at a discount of 10 percent to the per-share value of TRI Pointe common stock, subject to an upper limit described below. This discount means that tendering Weyerhaeuser shareholders are expected to ultimately receive approximately $1.11 of shares of TRI Pointe common stock for every $1.00 of Weyerhaeuser common shares tendered and accepted in the exchange offer. The upper limit in the exchange offer will be 1.7003 WRECO common shares, or 2.2053 shares of TRI Pointe common stock (based on the 1.297 shares of TRI Pointe common stock into which each WRECO common share will convert), for each Weyerhaeuser common share tendered in the exchange offer.
The shares of TRI Pointe common stock issued in the merger are expected to represent approximately 79.6 percent of the TRI Pointe common stock that will be outstanding immediately after the merger.
If the upper limit is reached as of the initial expiration of the exchange offer, then the exchange offer will be subject to a mandatory extension of two trading days following the originally contemplated expiration date, as described in the exchange offer materials being sent to Weyerhaeuser shareholders.
The final exchange ratio showing the number of WRECO common shares (which will convert into shares of TRI Pointe common stock) that Weyerhaeuser shareholders participating in the exchange offer will receive for each WRECO common share accepted for exchange will be announced by news release no later than 4:30 p.m., New York City time, on the expiration date (unless the exchange offer is extended). The exchange offer will expire at 12:00 midnight, New York City time, on June 30, 2014, unless terminated or extended, and the closing of the merger of the TRI Pointe subsidiary with and into WRECO is expected to occur soon after completion of the exchange offer. The transactions are subject to customary closing conditions, including TRI Pointe stockholder approval. TRI Pointe has scheduled a meeting of shareholders to be held on June 23, 2014 to approve the issuance of TRI Pointe common stock in the transaction. As a result of the exchange offer, the number of Weyerhaeuser's outstanding shares will be reduced.
The exchange offer will be subject to proration if the exchange offer is oversubscribed, and the number of shares accepted in the exchange offer may be fewer than the number of shares tendered.
If the exchange offer is consummated but not fully subscribed, then the remaining WRECO common shares owned by Weyerhaeuser will be distributed on a pro rata basis to Weyerhaeuser shareholders whose Weyerhaeuser common shares remain outstanding after the consummation of the exchange offer.
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-commences-split-off-exchange-offer-for-wreco-in-connection-with-transaction-with-tri-pointe-260320381.html
Weyerhaeuser to Split Off Home-building Unit (5/12/14)
Timber conglomerate Weyerhaeuser Co. (WY) said Monday that it intends to split off its home-building unit in connection with its plan to merge the operations with a unit of TRI Pointe Homes Inc. (TPH).
The Washington real-estate company disclosed plans in November to merge its real-estate company with the TRI Pointe unit in a so-called Reverse Morris Trust transaction.
It said at that time that the deal would be set up as either a split-off, where shareholders could elect whether to exchange their Weyerhaeuser shares for shares in the real-estate company, or as a spinoff where all Weyerhaeuser shareholders would participate.
The terms of the exchange are yet to be disclosed.
Weyerhaeuser's increased focus on its core wood-products division has been paying off as the housing market rebounds. Last quarter, the company reported stronger earnings as sales increased despite severe winter weather. Timberlands business sales jumped 29% driven by higher prices for western logs.
The company's stock, down 3.38% over the past 12 months, was up 43 cents to $30.46 in recent after-hours trading Monday.
Write to Maria Armental at maria.armental@wsj.com
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
WY Up 23 pts to $29.96 on 1.96M vol @ 12:13PM
Got in yesterday @ 29.05, chart looked prime.
Had been dropping since recent Q which beat top and bottom line.
Support found last few days at RSI 40 and near MACD centerline, printing reversing hammer candlesticks at price support and rising 50 SMA
http://stockcharts.com/h-sc/ui?s=WY
TRI Pointe Homes to Combine with Weyerhaeuser Company’s Homebuilding Business (11/04/13)
- Establishes TRI Pointe as a Top 10 Homebuilder -
- Significantly Strengthens Presence in California Markets -
- Company Will Add Five Operating Brands with Considerable Depth and Experience in Washington, Texas, Arizona, Nevada and Washington, DC Markets -
IRVINE, Calif.--(BUSINESS WIRE)--TRI Pointe Homes, Inc. (NYSE: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 (NYSE: 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.
Transaction Details:
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.
Employees:
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.
Advisors:
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.
http://www.businesswire.com/news/home/20131104005594/en/TRI-Pointe-Homes-Combine-Weyerhaeuser-Company%E2%80%99s-Homebuilding
Weyerhaeuser To Combine Its Homebuilding And Real Estate Development Business, WRECO, With Tri Pointe Homes (11/04/11)
- $2.7 Billion Transaction Includes Approximately $2.0 Billion in TRI Pointe Common Stock and Approximately $700 Million in Cash.
- Creates a Market-Leading Homebuilder with Substantial Opportunities for Long-Term Growth.
FEDERAL WAY, Wash., Nov. 4, 2013 /PRNewswire/ -- Weyerhaeuser Company (NYSE: WY) ("Weyerhaeuser") today announced that it has entered into a definitive agreement pursuant to which Weyerhaeuser's homebuilding subsidiary, Weyerhaeuser Real Estate Company ("WRECO"), will combine with a subsidiary of TRI Pointe Homes, Inc. (NYSE: TPH) ("TRI Pointe") in a Reverse Morris Trust transaction.
The combination will result in Weyerhaeuser shareholders receiving approximately 130 million shares, or 80.5 percent of the combined company on a fully diluted basis, with pre-transaction TRI Pointe shareholders owning the balance. The transaction, which also includes a cash payment of approximately $700 million to Weyerhaeuser, is valued at approximately $2.7 billion based on TRI Pointe's November 1, 2013 closing stock price.
The transaction is expected to be tax-free for Weyerhaeuser and its shareholders and is anticipated to close during the second quarter of 2014. This combination will create a market-leading homebuilder with considerable long-term growth potential.
"As a result of the strategic review of our homebuilding business, the Board of Directors has determined that combining Weyerhaeuser Real Estate Company with TRI Pointe creates the greatest value for our shareholders," said Doyle Simons, Weyerhaeuser president and chief executive officer. "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."
Mr. Simons added, "We have great respect for TRI Pointe's proven management team and are confident in their ability to ensure WRECO achieves its full potential. I know that our WRECO employees will play a big role in the future success of the new TRI Pointe."
Transaction Details
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 the combined company's shares.
The value of the transaction is $2.7 billion, comprising approximately 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 Weyerhaeuser's real estate business will be excluded from the transaction and retained by Weyerhaeuser.
The transaction is anticipated to close in the second quarter of 2014, subject to customary closing conditions, including regulatory and TRI Pointe shareholder approvals. TRI Pointe and WRECO will continue to operate separately until the transaction closes.
Governance and Management
Barry S. Sternlicht will continue as Chairman of the TRI Pointe Board of Directors, which will be expanded from seven to nine directors. Weyerhaeuser will select four directors for appointment to the Board, while TRI Pointe will select five.
Doug Bauer will continue to serve as chief executive officer of TRI Pointe. Tom Mitchell and Mike Grubbs will continue to serve as president and chief operating officer, and chief financial officer, respectively.
TRI Pointe's headquarters will remain in Irvine, California.
Advisors
Citigroup and Morgan Stanley are serving as financial advisors to Weyerhaeuser, and Cravath, Swaine & Moore LLP is its legal advisor.
Joint Conference Call and Investor Information
TRI Pointe and Weyerhaeuser will host a joint conference call at 8:30 am Eastern Time on Monday, November 4, 2013 to discuss the transaction. A copy of management's presentation will be available in the Investor Relations section of Weyerhaeuser's website at http://www.weyerhaeuser.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 Weyerhaeuser'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 Weyerhaeuser
Weyerhaeuser Company, one of the world's largest private owners of timberlands, began operations in 1900. Weyerhaeuser owns or controls nearly 7 million acres of timberlands, primarily in the U.S., and manages another 14 million acres under long-term licenses in Canada. Weyerhaeuser 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 cellulose fibers products, and it develops real estate, primarily as a builder of single-family homes. The company is a real estate investment trust. In 2012, Weyerhaeuser generated $7.1 billion in sales and employed approximately 13,200 people who serve customers worldwide. 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.
Forward Looking Statements
This press release contains statements concerning Weyerhaeuser and TRI Pointe that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on various assumptions and the current expectations of the management of Weyerhaeuser and TRI Pointe, and may not be accurate because of risks and uncertainties surrounding these assumptions and expectations. Factors listed below, as well as other factors, may cause actual results to differ significantly from these forward-looking statements. There is no guarantee that any of the events anticipated by these forward-looking statements will occur. If any of the events occur, there is no guarantee what effect they will have on the operations or financial condition of Weyerhaeuser or TRI Pointe. Forward-looking statements included herein are made as of the date hereof, and Weyerhaeuser and TRI Pointe undertake no obligation to publicly update or revise any forward-looking statement unless required to do so by the federal securities laws.
Some forward-looking statements discuss Weyerhaeuser's and TRI Pointe's plans, strategies and intentions. They use words such as "expects," "may," "will," "believes," "should," "would," "could," "approximately," "anticipates," "estimates," "targets," "intends," "likely," "projects," "positioned," "strategy," "future," and "plans." In addition, these words may use the positive or negative or other variations of those terms. Forward-looking statements in this press release include statements regarding the expected effects on Weyerhaeuser, WRECO and TRI Pointe of the proposed distribution of WRECO to Weyerhaeuser's shareholders and merger of WRECO with a subsidiary of TRI Pointe (the "Transaction"), the anticipated timing and benefits of the Transaction and whether the Transaction will be tax-free for Weyerhaeuser and its shareholders for U.S. federal income tax purposes. Forward-looking statements also include all other statements in this press release that are not historical facts.
These statements are based on the current expectations of the management of Weyerhaeuser and TRI Pointe (as the case may be) and are subject to uncertainty and to changes in circumstances. Major risks, uncertainties and assumptions include, but are not limited to: the satisfaction of the conditions to the Transaction and other risks related to the completion of the Transaction and actions related thereto; Weyerhaeuser's and TRI Pointe's ability to complete the Transaction on the anticipated terms and schedule, including the ability to obtain shareholder and regulatory approvals and the anticipated tax treatment of the Transaction and related transactions; risks relating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, synergies, indebtedness, financial condition, losses and future prospects; TRI Pointe's ability to integrate WRECO successfully after the closing of the Transaction and to achieve anticipated synergies; the risk that disruptions from the Transaction will harm Weyerhaeuser's or TRI Pointe's businesses; the effect of general economic conditions, including employment rates, housing starts, interest rate levels, availability of financing for home mortgages, and the strength of the U.S. dollar; and other factors described under "Risk Factors" in each of Weyerhaeuser's and TRI Pointe's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. However, it is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.
Additional Information and Where to Find It
In connection with the proposed "Reverse Morris Trust" transaction between TRI Pointe and Weyerhaeuser, pursuant to which the homebuilding subsidiary of Weyerhaeuser, WRECO (with certain exclusions), will be combined with TRI Pointe, TRI Pointe will file a registration statement on Form S-4 with the Securities and Exchange Commission ("SEC"), which will include a prospectus. TRI Pointe will also file a proxy statement which will be sent to the TRI Pointe shareholders in connection with their vote required in connection with the transaction. In addition, WRECO expects to file a registration statement in connection with its separation from Weyerhaeuser. Investors and security holders are urged to read the proxy statement and registration statement/prospectus and any other relevant documents when they become available, because they will contain important information about TRI Pointe, the real estate business of Weyerhaeuser and the proposed transaction. The proxy statement and registration statement/prospectus and other documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SEC's website at www.sec.gov. These documents (when they are available) can also be obtained free of charge from Weyerhaeuser upon written request to Weyerhaeuser Company, 33663 Weyerhaeuser Way South, Federal Way, Washington 98003, Attention: Vice President, Investor Relations, or by calling (800) 561-4405, or from TRI Pointe upon written request to TRI Pointe Homes, Inc., 19520 Jamboree Road, Irvine, California 92612, Attention: Investor Relations, or by calling (949) 478-8696.
Participants in the Solicitation
This communication is not a solicitation of a proxy from any security holder of TRI Pointe or Weyerhaeuser. However, Weyerhaeuser, TRI Pointe and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from TRI Pointe's shareholders in connection with the proposed transaction. Information about the Weyerhaeuser's directors and executive officers may be found in its Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on February 19, 2013 and the definitive proxy statement relating to its 2013 Annual Meeting of Shareholders filed with the SEC on February 26, 2013. Information about the TRI Pointe's directors and executive officers may be found in its Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on March 28, 2013. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the direct and indirect interests of these participants, whether by security holdings or otherwise, will be included in the registration statement/prospectus, proxy statement and other relevant materials to be filed with the SEC when they become available.
Non-Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
CONTACT:
Analysts: Kathryn McAuley, 253-924-2058
Financial Media: Dan Katcher and Andrew Siegel, 212-355-4449
Regional Media: Anthony Chavez, 253-924-7148
http://www.prnewswire.com/news-releases/weyerhaeuser-to-combine-its-homebuilding-and-real-estate-development-business-wreco-with-tri-pointe-homes-230470581.html#prettyPhoto
Weyerhaeuser To Explore Strategic Alternatives For WRECO, Its Homebuilding And Real Estate Development Business (6/16/13)
FEDERAL WAY, Wash., June 16, 2013 /PRNewswire/ -- Weyerhaeuser Company (NYSE: WY) today announced that its board of directors has authorized the exploration of strategic alternatives with respect to Weyerhaeuser Real Estate Company (WRECO), Weyerhaeuser's homebuilding and real estate development business. The board intends to consider a broad range of alternatives including, but not limited to, continuing to hold and operate WRECO, or a merger, sale or spin-off of the business.
(Logo: http://photos.prnewswire.com/prnh/20120111/AQ34535LOGO)
"The board of directors and management team are committed to further enhancing value for all Weyerhaeuser shareholders," said Dan Fulton, Weyerhaeuser president and chief executive officer. "WRECO is one of the 20 largest homebuilders in the country, with industry-leading margins. Given the improving fundamentals of the housing market, we believe now is a prudent time to explore strategic alternatives for this business. This process will help ensure that WRECO achieves its full potential while we continue to build on Weyerhaeuser's track record of shareholder value creation."
The company noted that there can be no assurance that the board's evaluation process will result in any transaction, or that any transaction, if pursued, will be consummated. The company does not intend to provide any additional information unless or until the evaluation process is completed or terminated.
Conference Call
Weyerhaeuser will hold a live conference call at 8:30 a.m. Eastern Time (5:30 a.m. Pacific Time) on Monday, June 17, 2013 to discuss the announcement. To access the live webcast and presentation online, go to the Investor Relations section on www.weyerhaeuser.com on June 17. To join the conference call from within North America, dial (866) 610-1072 (access code – 95945025) at least 15 minutes prior to the call. Those calling from outside North America should dial (973) 935-2840 (access code – 95945025). Replays will be available for one week at (800) 585-8367 (access code – 95945025) from within North America and at (404) 537-3406 (access code – 95945025) from outside North America.
About Weyerhaeuser
Weyerhaeuser Company, one of the world's largest private owners of timberlands, began operations in 1900. We own or control more than 6 million acres of timberlands, primarily in the U.S., and manage another 14 million acres under long-term licenses in Canada. We manage these timberlands on a sustainable basis in compliance with internationally recognized forestry standards. We are also one of the largest manufacturers of wood and cellulose fibers products, and we develop real estate, primarily as a builder of single-family homes. Our company is a real estate investment trust. In 2012, we generated $7.1 billion in sales and employed approximately 13,200 people who serve customers worldwide. We are listed on the Dow Jones World Sustainability Index. Our stock trades on the New York Stock Exchange under the symbol WY.
FORWARD-LOOKING STATEMENTS
This press release contains statements concerning the company's future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, with respect to any potential transaction involving WRECO or the structure of any such transaction (if any), and the risk factors disclosed in Weyerhaeuser's most recent Form 10-K filed with the Securities and Exchange Commission on February 19, 2013. These forward-looking statements are based on various assumptions and may not be accurate because of risks and uncertainties surrounding these assumptions. Factors listed above, as well as other factors, may cause actual results to differ significantly from these forward-looking statements. There is no guarantee that any of the events anticipated by these forward-looking statements will occur. If any of the events occur, there is no guarantee what effect they will have on company operations or financial condition. The company will not update these forward-looking statements after the date of this news release.
For more information contact:
Analysts – Kathryn McAuley, 253-924-2058
Financial Media – Dan Katcher / Sharon Stern, 212-355-4449
Regional Media – Anthony Chavez, 253-924-7148
Weyerhaeuser Plans Common, Preferred Stock Offers to Fund Longview Timber Buy (6/17/13)
By Melodie Warner
Weyerhaeuser Co. (WY) unveiled plans to offer common and preferred stock to help fund its acquisition of Longview Timber LLC.
The forest-products company said Sunday it agreed to acquire Longview Timber LLC and its 645,000 acres of timberlands in Washington and Oregon for $2.65 billion, including the assumption of debt, from affiliates of Toronto-based Brookfield Asset Management Inc. (BAM, BAM.A.T). The deal, which is expected to close in July, would boost the total U.S. timberlands Weyerhaeuser owns or controls to 6.6 million acres, or by about 10%.
Weyerhaeuser on Monday said it plans to offer 28 million common shares, worth $792 million at Friday's close, and intends to sell 10 million Series A mandatory convertible preference shares.
The company expects the mandatory convertible preference stock to price at $50 a share.
Each mandatory convertible preference share will automatically convert into common stock on July 1, 2016. The conversion rate will be determined by the price of Weyerhaeuser's stock on that date.
Weyerhaeuser also announced Sunday it would explore strategic options for its homebuilding unit Weyerhaeuser Real Estate Co., including selling or spinning off the business.
Meanwhile, board member Doyle Simons was named president and chief executive to succeed Dan Fulton Aug. 1. Mr. Fulton had previously announced plans to retire.
Shares were recently down 1% to $28 in light premarket trading. The stock has fallen 7.4% over the past three months.
Write to Melodie Warner at melodie.warner@dowjones.com
Subscribe to WSJ: http://online.wsj.com?mod=djnwires
Consensus is that this is a strong buy...just sayin'.
Time for this one to start moving...I'd like to see $50 by Aug..
ceo on cramer today. wy smart mgmt imho
~ $WY ~ Earnings posted, pending or coming soon! In Charts and Links Below!
~ $WY ~ Earnings expected on Friday *
This Week In Earnings: Earnings are coming or are already posted! This is what the charts look like! If you play the earnings these posts can be very helpful to you!
Want more like this? Search Keyword: MACMONEY >>> http://tinyurl.com/MACMONEY <<<
One or more of many earnings sites has alerted this security has or will be posting earnings on or around the day of this message.
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http://stockcharts.com/h-sc/ui?s=WY&p=W&b=3&g=0&id=p54550695994
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Finviz: http://finviz.com/quote.ashx?t=WY
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~ 10-Min Wind: http://www.windchart.com/stockta/analysis?symbol=WY&size=l&frequency=10&color=g
~ 30-Min Wind: http://www.windchart.com/stockta/analysis?symbol=WY&size=l&frequency=30&color=g
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http://investorshub.advfn.com/boards/post_prvt.aspx?user=251916
*If the earnings date is in error please ignore error. I do my best.
Thoughts on WY developing the Tuscaloosa Shale?
huge dump not too long ago need to see what hapened
i need to keep a close eye on this one
yes looks like WY wants to bounce back to its previous high
WY as a REIT.
While paying a smaller dividend than competitors like PCL and PCH, I feel that WY is a better long term play.
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18
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181
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Created
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07/12/10
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Free
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