Tri Pointe Homes agreed to buy Weyerhaeuser’s residential real-estate unit in a transaction valued at about $2.7 billion.
The deal will be structured as a tax-free Reverse Morris Trust, Weyerhaeuser said Monday in a statement. Weyerhaeuser shareholders will receive 130 million shares, which is 80.5 percent of the combined company, while Irvine, Calif.-based Tri Pointe, a residential-property developer backed by investor Barry Sternlicht, will get 19.5 percent.
Federal Way-based Weyerhaeuser will also receive about $700 million in cash.
“The combined company will be a strong stand-alone 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 Doyle Simons said in the statement.
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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.
The subsidiary includes five Weyerhaeuser brands: Pardee Homes, Trendmaker Homes, Maracay Homes, Winchester Homes and Quadrant Homes. Pardee has operations in Southern California, but it also will give Tri Pointe access to the Las Vegas market.
Trendmaker Homes has operations in Texas, while Maracay Homes is in Arizona. Winchester Homes provides entry to the Washington, D.C., metro area and Quadrant Homes to the Puget Sound region.
Weyerhaeuser spokesman Anthony Chavez said Quadrant has 72 workers and that there are no immediate plans to change the company.
“Right now everything will stay the same, but in the long term there is potential for growth,” Chavez said.
“They’re getting a good homebuilder,” said Craig Sterling, global head of equity research at EVA Dimensions in New York, who estimates Tri Pointe is paying about a 38 percent premium to the current value of Weyerhaeuser’s real-estate operation.
Tri Pointe, 38 percent owned by Sternlicht’s Starwood Capital Group, in January became the first U.S. homebuilder to go public since 2004. Sternlicht will remain Tri Pointe’s chairman, according to Monday’s statement.
Tri Pointe said it will expand its board from seven to nine members. Weyerhaeuser will choose four directors for appointment, with Tri Pointe selecting five members.
The Weyerhaeuser deal will add about 27,000 lots 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.
“We get to go there in one fell swoop,” Sternlicht said on a conference call with analysts. “We expect this to be accretive in year one and every year after that.”
Tri Pointe gained 5 percent to $16.15 a share at the close of trading Monday. It earlier rose as much as 16 percent, the most since the shares began trading in January. Weyerhaeuser was little changed at $30.37 a share.