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 ManagementBarry 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.