Filed by: Weyerhaeuser Company
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Weyerhaeuser Company
Commission File No.: 001-04825
“Building a Best-in-Class Homebuilder”Investor Presentation May 2014
Forward Looking Statements This presentation contains forward-looking statements concerning Weyerhaeuser Company (“Weyerhaeuser”) and TRI Pointe Homes, Inc. (“TRI Pointe”). 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. There is no assurance that lots under contract under contract will be acquired or that we will proceed to build and sell homes on any lots that we control. 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 document include statements regarding the expected effects on Weyerhaeuser, Weyerhaeuser Real Estate Company (“WRECO”) and TRI Pointe of the proposed distribution of WRECO to Weyerhaeuser’s shareholders and combination 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 document 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 Disclaimer Additional Information and Where to Find It In connection with the proposed “Reverse Morris Trust” transaction between TRI Pointe Homes, Inc. (“TRI Pointe”) and Weyerhaeuser Company (“Weyerhaeuser”), pursuant to which the homebuilding subsidiary of Weyerhaeuser, Weyerhaeuser Real Estate Company (“WRECO”) (with certain exclusions), will be combined with TRI Pointe, TRI Pointe has filed a registration statement on Form S-4 (No. 333-193248) with the Securities and Exchange Commission (“SEC”), which includes a prospectus. TRI Pointe has also filed a definitive proxy statement which has been sent to the TRI Pointe shareholders in connection with their vote required in connection with the transaction. In addition, WRECO has filed a registration statement on Forms S-4 and S-1 (No. 333-193251) 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, because they contain important information about TRI Pointe, the real estate business of Weyerhaeuser and the proposed transaction. The proxy statement and registration statement/prospectus and any amendments and other documents relating to the proposed transaction can be obtained free of charge from the SEC’s website at www.sec.gov. These documents 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 (253) 924-2058, 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. Tender Offer Documents On May 22, 2014, Weyerhaeuser Company (“Weyerhaeuser”) filed with the SEC a tender offer statement on Schedule TO regarding the proposed exchange offer for the split-off of the Weyerhaeuser real estate business as part of the proposed “Reverse Morris Trust” transaction between TRI Pointe Homes, Inc. and Weyerhaeuser. Investors and security holders are urged to read the tender offer statement (as updated and amended) filed by Weyerhaeuser with the SEC regarding the tender offer because it contains important information. Investors and security holders may obtain a free copy of the tender offer statement and other documents filed by Weyerhaeuser with the SEC on the SEC’s web site at www.sec.gov. The tender offer statement and these other documents may also be obtained free of charge from Weyerhaeuser by directing a request to Weyerhaeuser Company, 33663 Weyerhaeuser Way South, Federal Way, Washington 98003, Attention: Vice President, Investor Relations, or by calling Weyerhaeuser at (253) 924-2058. Participants in the Solicitation This presentation is not a solicitation of a proxy from any security holder of TRI Pointe Homes, Inc. (“TRI Pointe”) or Weyerhaeuser Company (“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, 2013, filed with the Securities and Exchange Commission (“SEC”) on February 18, 2014, and the definitive proxy statement relating to its 2014 Annual Meeting of Shareholders filed with the SEC on February 25, 2014. Information about the TRI Pointe’s directors and executive officers may be found in its Annual Report on Form 10-K/A for the year ended December 31, 2013, filed with the SEC on April 30, 2014 and the definitive proxy statement relating to its 2014 Annual Meeting of Stockholders filed with the SEC on May 20, 2014. 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, has been included in the registration statement/prospectus, proxy statement and other relevant materials filed with the SEC.
Transaction Overview
Transaction Summary In November 2013, TRI Pointe Homes (“TPH” or “TRI Pointe”) and Weyerhaeuser Company (“Weyerhaeuser”) entered into a definitive agreement whereby Weyerhaeuser Real Estate Company (“WRECO”) will be combined with TRI Pointe in a “Reverse Morris Trust” transaction TRI Pointe will issue 129.7 million shares to Weyerhaeuser shareholders(1) $800mm bridge / notes to fund approximately $739 million cash payment to Weyerhaeuser at close Weyerhaeuser and TRI Pointe shareholders will own approximately 80.4% and 19.6%, respectively, of the combined company immediately after closing(2) Expected to be tax-free to Weyerhaeuser shareholders Transaction combines industry-leading management at TRI Pointe with WRECO’s strong local market franchises and management teams Corporate name will be TRI Pointe while regional brands will be maintained Central functions to be consolidated in Irvine HQ, with limited integration planned at the WRECO homebuilding companies Anticipate annual synergies of $21 million by the end of 2015 and $30 million annually thereafter The combined company will focus on some of the most attractive housing markets in the U.S. and have a combined land position of approximately 31,000 lots owned or controlled Top 10 homebuilder by expected combined equity market value(3) 2013 combined home sales revenue of $1.5 billion and Adj. EBITDA of $207 million (4) Growth-oriented, pure-play homebuilder represents attractive investment at current point in the housing cycle Transaction targeted to close early in the third quarter of 2014 with Weyerhaeuser exchange offer expected to expire at midnight on June 30, 2014 (1) Excluding shares to be issued on exercise or vesting of equity awards held by WRECO employees that are being assumed by TPH in connection with the transaction. (2) Following the consummation of the Merger, outstanding equity awards of WRECO and TRI Pointe employees are expected to represent 0.78% and 0.18%, respectively, of the then outstanding TRI Pointe common stock on a fully diluted basis. (3) Expected equity market value of $2.7bn based on 161,332,533 shares outstanding after closing and TPH closing price of $16.50 at May 21, 2014. (4) See “Reconciliation of Non-GAAP Financial Measures” beginning on page 31.
Key Transaction Terms Structure and Consideration WRECO to merge with a subsidiary of TRI Pointe in a “Reverse Morris Trust” transaction Total transaction value of approximately $2.9 billion(1), including $2.1 billion in TPH stock and approximately $739 million in cash Pro Forma Ownership Weyerhaeuser shareholders: ~79.6% Existing TRI Pointe stockholders : ~19.4%(2) WRECO and TRI Pointe employees: ~1.0% Board of Directors Barry Sternlicht to remain Chairman and Doug Bauer to remain a director Board will expand from seven to nine directors TRI Pointe will appoint five directors and Weyerhaeuser will appoint four directors Dan Fulton, former Weyerhaeuser CEO and WRECO CEO, will serve as director Management CEO: Doug Bauer, current TRI Pointe Chief Executive Officer COO: Thomas Mitchell, current TRI Pointe President and Chief Operating Officer CFO: Michael Grubbs, current TRI Pointe Chief Financial Officer Headquarters Irvine, California (current TRI Pointe headquarters) Conditions and Expected Closing Transaction anticipated to close early in the third quarter of 2014, subject to customary closing conditions, including TRI Pointe stockholder approval (scheduled for June 23rd) Starwood Capital and TRI Pointe’s management have agreed to vote approximately 40% of outstanding TRI Pointe shares in favor of the transaction Weyerhaeuser Board has approved the transaction and no Weyerhaeuser shareholder vote is required (1) Assumes 129,700,000 TRI Pointe common shares issued at closing and TRI Pointe share price of $16.50 as of May 21, 2014. (2) Pro Forma for the transaction Starwood Capital Group ownership will decline from ~40.0% to ~7.4%.
The Exchange Offer Investors Eligible To Exchange Holders of Weyerhaeuser Common Stock Offer to Exchange Weyerhaeuser common shares for common shares of WRECO, which will convert automatically into the right to receive shares of TRI Pointe common stock 100 million shares of WRECO common stock At the closing of the transaction, each share of WRECO common stock will be converted into 1.297 shares of TRI Pointe common stock Exchange Ratio Approximately $1.11 of shares of TRI Pointe common stock for every $1.00 of Weyerhaeuser common shares tendered, subject to an upper limit Upper Limit will be 1.7003 WRECO common shares, or 2.2053 shares of TRI Pointe common stock(1), for each Weyerhaeuser common share tendered 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 (the “Valuation Dates”) Valuation Dates June 26th, 27th and 30th Expiration 12:00 midnight, New York City time, on June 30, 2014 (subject to extension) (1) Based on the 1.297 shares of TRI Pointe common stock into which each WRECO common share will convert.
Company Overview
Best-in-Class Executive Leadership Team Working together for over 20 years, TRI Pointe senior management has significant experience running a large, geographically diverse, growth-oriented public homebuilder. Deep managerial talent at each operating division with key local relationships supports dynamic tailored growth strategies. Barry S. Sternlicht Chairman of the Board Chairman and CEO of Starwood Capital Group since 1991 Former Chairman and CEO of Starwood Hotels & Resorts Current Chairman and CEO of Starwood Property Trust, Inc. Douglas Bauer Chief Executive Officer 25 years of real estate and homebuilding experience Former President and COO of William Lyon Homes Previously, managed WLH Northern California Division Thomas Mitchell President and COO 25 years of real estate and homebuilding experience Former EVP and Southern California Regional President at William Lyon Homes Michael Grubbs Chief Financial Officer 25 years of real estate and homebuilding experience Former SVP / CFO of William Lyon Homes Previously, real estate accountant at Kenneth Leventhal Operational Management Team Pardee / TPH SoCal Tom Mitchell, Jon Lash, & Tony Dolim Combined Yrs in Industry: 75(1) 340 Employees Winchester Alan Shapiro Yrs at WRECO: 16 Yrs in Industry: 29 155 Employees Trendmaker Will Holder Yrs at WRECO: 21 Yrs in Industry: 21 135 Employees Quadrant Ken Krivanec Yrs at WRECO: 13 Yrs in Industry: 25 78 Employees Maracay Andy Warren Yrs at WRECO: 20 Yrs in Industry: 27 85 Employees TPH NoCal Jeff Frankel Yrs at TPH: 4 Yrs in Industry: 17 43 Employees TPH Denver Matt Osborn Yrs at TPH: 2 Yrs in Industry: 19 20 Employees (1) Tom Mitchell is a founder of TRI Pointe and has over 25 years of industry experience. Jon Lash has 28 years of industry experience, all at WRECO. Tony Dolim has 22 years of industry experience, including 7 years at WRECO.
TRI Pointe Standalone Business Overview Overview Founded in 2009 by three partners who worked together for over 17 years at a notable Southwest regional builder Next generation homebuilder unburdened by legacy issues and focused on growth markets in the Southwestern U.S. Backed by Barry Sternlicht and Starwood Capital in 2010 with a $150mm equity commitment Expanded into Colorado in 2012; opened first community in mid- 2013 Completed IPO in January 2013; provided additional $155 million of growth capital Headquartered in Irvine, CA with divisional offices in San Ramon, CA and Denver, CO Key Metrics as of 3/31/14: Lots Owned or Controlled (1) 3,472 Years of Supply (based on LTM closings) 7.9 Years Inventory ($ value) (2) $484 million 3/31 LTM Total Revenue(3) $303 million 3/31 LTM Closings 440 3/31 LTM Home Sales Revenue $296 million 3/31 LTM Homebuilding Gross Margin 22.3% Employees 159 Geographic Footprint LTM as of March 31, 2014 Northern California Closings: 120 Lots: 1,133 Colorado Closings: 18 Lots: 571 Southern California Closings: 302 Lots: 1,768 Operating Segment Breakdown As of March 31, 2014 LTM Home Closings Colorado 4% Northern California 27% Southern California 69% 440 Units Lots Owned or Controlled (1) Colorado 16% Northern California 33% Southern California 51% 3,472 Lots (1) Lots owned or controlled includes land under a purchase or option contract. (2) Includes deposits on real estate. (3) As used in this document, LTM data means information for the twelve months period ended March 31, 2014. LTM data has been derived by adding the data for the three month period ended March 31, 2014 to the data for the twelve month period ended December and then subtracting the data for the three month period ended March 31, 2013. LTM data may not be indicative for the results that may be expected for the year ended December 31, 2014.
WRECO Standalone Business Overview Overview Founded in 1969, WRECO was the 13th largest homebuilder in the U.S. by revenue in 2013 Operates five subsidiaries and primary brands in ten key markets Key markets are Los Angeles/Ventura, San Diego, Inland Empire, Las Vegas, Phoenix, Seattle, Houston, Tucson, Richmond, and Washington, DC Tailored approach to marketing and product development in each market Each subsidiary managed locally with differentiated local-value proposition Extensive land development and entitlement capabilities adds value to land and provides flexibility to manage larger projects by selling lots to third-parties Key Metrics as of 3/31/14: Lots Owned or Controlled (1) 27,388 Years of Supply (based on LTM closings) 9.2 Years Inventory ($ value) (2) $1.5 billion 3/31 LTM Total Revenue(3) $1.3 billion 3/31 LTM Closings 2,984 3/31 LTM Home Sales Revenue $1.3 billion 3/31 LTM Homebuilding Gross Margin 22.2% Employees 737 Source: Company filings and presentations. (1) Lots owned or controlled includes land under a purchase or option contract and excludes lots associated with Coyote Springs. (2) Includes deposits on real estate. (3) As used in this document, LTM data means information for the twelve months period ended March 31, 2014. LTM data has been derived by adding the data for the three month period ended March 31, 2014 to the data for the twelve month period ended December and then subtracting the data for the three month period ended March 31, 2013. LTM data may not be indicative for the results that may be expected for the year ended December 31, 2014. Geographic Footprint LTM as of March 31, 2014 Closings: 363 Lots: 1,350 Closings: 1,134 Lots: 18,511 Closings: 496 Lots: 2,545 Closings: 609 Lots: 1,852 Closings: 382 Lots: 3,130 Operating Segment Breakdown As of March 31, 2014 LTM Home Closings Winchester 13% Trendmaker 20% Quadrant 12% Pardee 38% Maracay 17% 2,984 Units Lots Owned or Controlled (1) Winchester 11% Trendmaker 7% Quadrant 5% Pardee 68% Maracay 9% 27,388 Lots
Combined Company “At-A-Glance” Top 10 homebuilder with expected combined market equity value of ~$2.7 billion (1) Significantly enhanced scale, with over 3,400 LTM closings and $1.6 billion in combined LTM revenue Approximately 31,000 lots owned or controlled to support future growth and profitability Pro forma balance sheet structured to have conservative leverage and liquidity for growth Key Metrics as of 3/31/14: ($ in millions) Combined Lots Owned or Controlled 3,472 27,388 30,860 LTM Closings 440 2,984 3,424 LTM Total Revenue $303 $1,327 $1,630 LTM Homebuilding Gross Margin 22.3% 22.2% 22.2%(3) Inventory(2) $484 $1,532 $2,025 Net Debt (4) $145 $865 $938 Shareholder’s Equity $327 $806 $1,332 Credit Statistics: Debt-to-Capital 35.1% 51.9% 42.3% Net Debt-to-Capital (4) 30.7% 51.8% 41.3% Source: Company filings and presentations. Note: Data excludes Coyote Springs. Balance sheet data and LTM figures as of March 31, 2014 for TPH and WRECO. Balance sheet combined data includes pro forma transaction adjustments. (1) Based on 161,332,533 shares outstanding and TPH closing price of $16.50 at May 21, 2014. (2) Includes deposits on real estate. (3) Excludes purchase accounting adjustments. (4) See “Reconciliation of Non-GAAP Financial Measures” beginning on page 31.
Leading Brand Names Targeted to Specific Markets Markets: Orange County, Los Angeles, San Diego, San Francisco Bay Area, Denver LTM Single-Family Closings: 440 Lots Owned or Controlled: 3,472 Markets: Los Angeles/Ventura, Inland Empire, San Diego, Las Vegas LTM Single-Family Closings: 1,134 Lots Owned or Controlled: 18,511 Markets: Phoenix, Tucson LTM Single-Family Closings: 496 Lots Owned or Controlled: 2,545 Market: Houston LTM Single-Family Closings: 609 Lots Owned or Controlled: 1,852 Markets: Washington DC, Richmond LTM Single-Family Closings: 382 Lots Owned or Controlled: 3,130 Market: Greater Puget Sound Area LTM Single-Family Closings: 363 Lots Owned or Controlled: 1,350 Combined Lots Owned or Controlled: 30,860 Combined LTM Single-Family Closings: 3,424 Note: All lots owned or controlled as well as LTM closings as of March 31, 2014.
Investment Highlights
TRI Pointe & WRECO: A Powerful Combination and Strong Fit 1 Best-in-Class Management Team Forming a Top 10 National Homebuilder with Expected Combined Equity Market Value of ~$2.7bn(1) 2 Significant Land Supply to Fuel Growth at the Right Point in the Housing Recovery 3 Complementary Footprint: Merchant Building Model with Long California Land Position 4 Premium Brands and Quality Product Enhance Strong Partnerships With Land Owners 5 Core Focus on Move-Up Segment with Expertise Across a Broad Range of Products 6 Leadership Positions and Differentiated Strategies in Long Term Growth Markets 7 Development Capabilities and Operating Efficiency Drive Attractive Margin Profile 8 Balance Sheet Structured to Have Conservative Leverage and Liquidity for Growth (1) Based on 161,332,533 shares outstanding after closing and TPH closing price of $16.50 at May 21, 2014.
1 Creates Top 10 National Homebuilder Equity Market Capitalization Companies with market capitalization greater than $1bn ($ in billions) $9.1 LEN $8.5 DHI $7.2 PHM $6.4 TOL $5.2 NVR $2.9 SPF #7 $2.7 PF TPH (1) $2.5 TMHC $2.0 RYL $1.5 MTH $1.4 MDC $1.4 KBH LTM Closings Companies with market capitalization greater than $1bn 25,712 DHI 18,290 LEN 17,369 PHM 11,773 NVR 7,190RYL 7,102 KBH 6,398 TMHC 5,316 MTH 4,650 SPF 4,565 MDC 4,366 TOL #12 3,424 PF TPH Source: Company filings and FactSet. Market data as of May 21, 2014 (1) Excluding shares to be issued on exercise or vesting of equity awards held by WRECO employees that are being assumed by TPH in connection with the transactions. Based on 161,332,533 shares outstanding after closing and TPH closing price of $16.50 at May 21, 2014.
2 Significant Land Supply to Fuel Growth… Combined Lot Position As of March 31, 2014 TRI Pointe WRECO Combined Company Market Owned Controlled Owned Controlled Total Lots % Owned Southern California 1,210 558 15,054 74 16,896 96.3% Northern California 930 203 1,372 -- 2,505 91.9% Colorado 369 202 -- -- 571 64.6% Washington, D.C. (1) -- -- 2,100 1,030 3,130 67.1% Arizona -- -- 1,313 1,232 2,545 51.6% Nevada -- -- 1,499 512 2,011 74.5% Texas -- -- 669 1,183 1,852 36.1% Washington -- -- 1,034 316 1,350 76.6% Total 2,509 963 23,041 4,347 30,860 82.8% Geographic Breakdown Washington 4% Texas 6% Nevada 7% Arizona 8% Southern California 55% Washington, D.C. 10% Colorado 2% Northern California 8% Combined Land Supply at High End of Peers Based on LTM closings as of March 31, 2014 (in years); Companies with market capitalization greater than $1bn Median: 7.3 years 10.9 TOL 9.0PF TPH (2) 8.6 KBH 8.4 LEN 7.6 SPF 7.5 TMHC 7.1 PHM 6.8 DHI 6.1 NVR 5.4 RYL 4.8 MTH 3.5 MDC Note: Excludes coyote springs. (1) Includes lots in the greater Washington D.C. area as well as lots acquired for expansion into the Richmond, VA market. (2) Combined lot position divided by combined company LTM single family closings of 3,424.
At the Right Point in the Housing Recovery High Demand – New home sales currently at 429,000 in 2013, well below 30 year average of 688,024 – 2.4 jobs created for every homebuilding permit issued U.S. New Single-Family Home Sales (in millions) 1.4 1.2 1.0 0.8 0.6 0.4 0.2 0.0 1970 1973 1976 1979 1982 1985 1988 1991 1994 1997 2000 2003 2006 2009 2012 Low Supply – As of April 2014 there were 5.3 months of seasonally adjusted resale inventory supply, well below the peak level of 12.2 months and 30-year average of 6.1 months New Home Sales vs. Months of Supply (1) Monthly, 1981 - Current Months Supply New Home Sales (SA) Months Supply 14 10 6 2 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 1,400 1,000 600 200 New Home Sales (SA) All-Time High Affordability – Affordability near highest level in 30 years – Rental payments in many markets are now higher than monthly mortgage payments, based on a 30-year mortgage Housing Affordability Index Quarterly, 1981-Current Index >5.0 = Overpriced Market Burns Affordability IndexTM 10.0 8.0 6.0 4.0 2.0 0.0 1981 1984 1987 1990 1993 1996 1999 2002 2005 2008 2011 2014 Index <5.0 = Underpriced Market Index ranges from 0 to 10 based on relationship between median household income and annual housing costs (mortgage plus 1/7 of the down payment) for the median-priced home. We calculate the ratio of median housing costs to median income for every month back to January 1981 (data through April 2014; published May 2014). Source: U.S. Census Bureau and John Burns Real Estate Consulting, LLC. (1) Months of supply based on current sales rate, seasonally adjusted.
3 Complementary California Footprint Primary California Markets TRI POINTE Northern California PARDEE Los Angeles / Ventura TRI POINTE Southern California PARDEE Inland Empire PARDEE San Diego · ~2,900 lots, majority in Southern California, with ~75% owned / ~25% controlled · Predominantly in highly desirable coastal markets· Merchant builder model focused on predictable cash flow and earnings · Strong and growing presence in Northern California markets · ~16,500 lots, 99% owned · Seasoned team with substantial land development and entitlement expertise · Land position creates opportunity for volume growth and optionality for lot sales to other builders · Strong positions in San Diego, Los Angeles / Ventura and Inland Empire
4 Important Land Owner and Developer Partnerships · Diverse product expertise and premium brands will continue to make the combined company an attractive homebuilding partner for master plan communities · Entitlement, land development and community planning expertise, which adds value to land through the development cycle Existing TRI Pointe Relationships + Existing WRECO Relationships
5 Lifestyle Builder Focused on Move-Up Segment Average Selling Price (Last Reported Quarter, $ in ‘000s, companies with market cap > $1.0bn) $694 TOL $525 PF TPH $449 SPF $422 TMHC $377 MDC $366 MTH $361 NVR $327RYL $317 PHM $307 LEN $305 KBH $271 DHI Median: $364 U.S. 5-Year Forecasted vs. LTM Demand 25% 20% 15% 10% 5% 0% $100– 150K $150– 200K $200– 250K $250– 300K $300– 350K $350– 400K $400– 450K $450– 500K $500– 550K $550– 600K $600– 750K $750 or more Distribution of potential demand by price range Dist. of actual new home closings over LTM by price range Source: Company filings and Hanley Wood. Quality Product Across the Spectrum TRI Pointe WRECO Executive Level Move-Up Entry-Level Detached Entry-Level Attached
6 Leadership Positions in Long Term Growth Markets Leading Local Presence Overall Target Segment Location Position Position Definition Pardee Homes San Diego #1 #1 $650K – $1.25MM LA County #15 #11 $450K – $ 700K Inland Empire #5 #1 $200K – $ 350K Las Vegas #9 #8 $200K – $ 550K Maracay Homes Phoenix #11 #8 $200K – $ 450K Quadrant Homes Seattle #9 #6 $250K – $ 450K Trendmaker Homes Houston #18 #4 $301K – $ 750K Winchester Homes Washington, DC #11 #5 $450K – $ 850K TRI Pointe Homes Southern California $300K – $1.5MM Northern California $400K – $2.0MM Denver, CO $300K – $ 650K Source: Based on Hanley Wood data for 12 months ended December 31, 2013. Long Term Growth Markets John Burns Home Value Index 25% 8% San Diego Houston 24% 6% 22% 15% Las Vegas Riverside 22% 16% 19% 9% Los Angeles U.S. Average 19% 6% 18% 6% Washington D.C. Seattle 17% 5% 16% 6% Dec. 2013 – Dec. 2018 Change(%) YoY Change (%) Source: John Burns Real Estate Consulting, LLC (data through April 2014; published May 2014) Housing Permits as % of Peak Based on 2013 total permits 68% 60% 51% 45% 27% 22% 21% 19% 16% Houston Seattle Washington, D.C. U.S. Average Phoenix Las Vegas Los Angeles San Diego Riverside Source: John Burns Real Estate Consulting, LLC (data through April 2014; published May 2014)
7 Attractive Gross Margin Profile · Entitlement and development expertise enhance margin potential · Long land position enables optionality for land sales to optimize cash flow and profit · Focus on efficient operating cost structure ensures profitability flows through to bottom line · Synergy opportunity will further enhance margin profile LTM Homebuilding Gross Margin Companies with market capitalization greater than $1bn 25.8% 24.8% 22.8% 22.2% 22.0% 21.7% 21.7% 21.1% 20.5% 18.2% 17.4% 17.2% SPF LEN MTH PF TPH (1) DHI PHM TMHC RYL TOL MDC NVR KBH Source: Company filings. (1) Excludes purchase accounting adjustments.
8 Prudent Capitalization To Invest in Recovery · Pro forma Debt-to-Capital ratio of 42%, below peer median · Expected new revolving credit facility to provide liquidity to invest in growth opportunities Debt-to-Capital(1) Most recent quarter; Companies with market capitalization greater than $1bn 78.9% 58.0% 52.3% 51.1% 48.4% 47.9% 46.9% 46.4% 42.3% 39.3% 31.1% 28.4% KBH SPF LEN RYL MDC MTH TMHC TOL PF TPH DHI NVR PHM Median: 47.4% Source: Based on last reported company filings as of May 21, 2014. Note: Balance sheet data as of most recent available filings and are not necessarily as of the same date. (1) Debt-to-Capital equal to total debt divided by the sum of book value of equity and total debt (PF TPH as of March 31, 2014).
Financial Overview
Pro Forma Combined Financial Summary Home Closings(1) Home Sales Revenue(1) ($ in millions) Homebuilding Gross Profit (1) ($ in millions) % Margin 21.7 % 20.1% 22.0% Adj. EBITDA(2)(3) ($ in millions) % Margin 11.1% 13.7% 13.5% Source: Company filings. Note: Figures represent owned projects and home sales revenue. (1) Excludes fee building operations for TRI Pointe and land and lot sales and other operations for WRECO. (2) Adjusted for restructuring charges, impairment charges and stock based compensation. (3) See “Reconciliation of Non-GAAP Financial Measures” beginning on page 31.
1Q 2014 Financial Results TRI Pointe ($ in millions) 1Q14 1Q13 Y-O-Y Change Orders 138 123 12.2% Closings 92 48 91.7% ASP ($ in 000’s) $791 $497 59.2% Total Revenues (1) $72.8 $23.9 205.2% Total Gross Margin (1) 22.5% 18.5% 400bps Pre-Tax Income $7.4 $0.3 NM Key Highlights Significant increase in orders and closings driven by growth in community count Increased ASP as a result of pricing power and shift in mix Higher homebuilding pre-tax income attributable to higher revenue and increased gross margin Increased market share in key markets WRECO ($ in millions) 1Q14 1Q13 Y-O-Y Change Orders 667 820 (18.7%) Closings 508 463 9.7% ASP ($ in 000’s) $476 $394 20.8% Total Revenues $248.1 $195.5 26.9% Total Gross Margin 21.0% 18.1% 290bps Pre-Tax Income (Loss) $12.1 ($0.8) NM Key Highlights Seasonally fewer closings from Q4, but rose 10% y-o-y Average closing prices rose 21% y-o-y Backlog declined 7% in units, but increased 17% in value Total gross margins increased 290bps y-o-y (1) Excludes fee building operations in 1Q13.
Synergy Opportunity is Meaningful We expect to achieve annual synergies of $21mm by 2015 and $30mm annually thereafter. Additionally, there is significant opportunity to enhance stockholder value through executing a focused and disciplined homebuilding strategy. Purchasing leverage with increased scale Centralized administrative functions in Irvine HQ, reduction of duplicity Opportunity to establish ancillary operations (mortgage, insurance, escrow) Limited integration risk due to strong local market leadership teams Strategic opportunity exists to apply key homebuilding best practices across the companies
Conclusion
TRI Pointe & WRECO: A Powerful Combination and Strong Fit Top 10 National Homebuilder with Expected Combined Equity Market Value of ~$2.7bn(1) TRI Pointe’s Industry-Leading Management + WRECO’s Strong Local Market Franchises Significant Land Supply to Fuel Growth at the Right Point in the Housing Recovery Portfolio of Quality Brands with Leadership Positions in Long-Term Growth Markets Balance Sheet Structured to Have Conservative Leverage and Liquidity for Growth (1) Based on 161,332,533 shares outstanding and TPH closing price of $16.50 at May 21, 2014.
Appendix
Reconciliation of Non-GAAP Financial Measures In this report, we utilize certain financial measures that are non-GAAP financial measures as defined by the Securities and Exchange Commission. We present these measures because we believe they and similar measures are useful to management and investors in evaluating the company’s operating performance and financing structure. We also believe these measures facilitate the comparison of our and WRECO’s operating performance and financing structure with other companies in our industry. Because these measures are not calculated in accordance with Generally Accepted Accounting Principles (“GAAP”), they may not be comparable to other similarly titled measures of other companies and should not be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP. The following tables calculate the non-GAAP measures of EBITDA and Adjusted EBITDA and reconciles those amounts to earnings (loss), as reported and prepared in accordance with GAAP. EBITDA means earnings (loss) before (a) interest expense, (b) depreciation and amortization and (c) expensing of previously capitalized interest included in costs of home sales. Adjusted EBITDA means EBITDA before (a) impairments (b) restructuring expense and (c) amortization of stock-based compensation. Other companies may calculate EBITDA and Adjusted EBITDA (or similarly titled measures) differently. We believe EBITDA and Adjusted EBITDA information is useful as one measure of the Company’s ability to service debt and obtain financing. TRI Pointe EBITDA Reconciliation Fiscal Year Ended December 31, ($ in thousands) 2011 2012 2013 Net Income (Loss) ($ 4,593) $2,506 $15,374 Plus: Interest Incurred 171 2,077 3,058 Less: Interest Capitalized (171) (2,077) (3,058) Plus: Amortization of Interest in Cost of Sales 269 872 2,158 Plus: Provision for Income Taxes -- -- 10,379 Plus: Depreciation and Amortization 758 431 866 EBITDA ($3,566) $3,809 $28,777 Adjustments: Plus: Amortization of Stock-Based Compensation 466 466 2,371 Adjusted EBITDA ($3,100) $4,275 $31,148 WRECO EBITDA Reconciliation Fiscal Year Ended December 31, ($ in thousands) 2011 2012 2013 Earnings (Loss) from Continuing Operations $34,939 $60,719 ($ 151,293) Plus: Interest Incurred 23,736 27,038 22,674 Less: Interest Capitalized (21,520) (22,059) (19,081) Plus: Amortization of Interest in Cost of Sales 23,290 30,292 36,671 Plus: Provision (Benefit) for Income Taxes 19,333 38,910 (86,161) Plus: Depreciation and Amortization 12,241 11,798 13,489 EBITDA $92,019 $146,698 ($183,701) Adjustments: Plus: Coyote Springs Impairment -- -- $ 343,336 Plus: Restructuring Expense 2,801 2,460 10,938 Plus: Amortization of Stock-Based Compensation 3,026 3,854 5,002 Adjusted EBITDA $97,846 $153,012 $175,575
Reconciliation of Non-GAAP Financial Measures (cont’d) The following table reconciles the ratio of debt-to-capital to the ratio of net debt-to-capital. We believe that the ratio of net debt-to-capital is a relevant financial measure for management and investors to understand the leverage employed in our operations and as an indicator of the Company’s ability to obtain financing. Net Debt-to-Capital Reconciliation As of March 31, 2014 Pro Forma ($ in thousands) TRI Pointe WRECO Combined Debt $176,933 $868,809 $976,933 Equity 326,867 806,415 1,331,833 Total capital $503,800 $1,675,224 $2,308,766 Ratio of debt-to-capital (1) 35.1% 51.9% 42.3% Debt $176,933 $868,809 $976,933 Less: cash and cash equivalents (32,046) (3,338) (39,351) Net debt 144,887 865,471 937,582 Equity 326,867 806,415 1,331,833 Total capital $471,754 $1,671,886 $2,269,415 Ratio of net debt-to-capital (2) 30.7% 51.8% 41.3% (1)The ratio of debt-to-capital is computed as the quotient obtained by dividing debt by the sum of debt plus equity. (2)The ratio of net debt-to-capital is computed as the quotient obtained by dividing net debt (which is debt less cash and cash equivalents) by the sum of net debt plus equity. The most directly comparable GAAP financial measure is the ratio of debt-to-capital.
Board of Directors TRI Pointe’s Board will expand from seven to nine directors, with four being appointed by Weyerhaeuser. Barry Sternlicht will remain Chairman, leading a highly qualified and distinguished group of directors. Barry S. Sternlicht Chairman of Board Age 53 Chairman and CEO of Starwood Capital Group since its formation in 1991; previously served as Chairman and CEO of Starwood (NYSE: STWD) and Starwood Hotels (NYSE: HOT), which he founded in 1995 Over the past 23 years, he has structured investment transactions with an asset value of more than $40 billion Douglas F. Bauer TRI Pointe CEO Age 53 Prior to founding TRI Pointe Homes in 2009, served in several capacities, including most recently President and COO for William Lyon Homes, whose common stock was previously listed on the NYSE until taken private in 2006 Prior roles at William Lyon Homes included CFO and, prior thereto, President of its Northern California Division Lawrence B. Burrows(1) Age 61 SVP of Wood Products for Weyerhaeuser from 2010-2013, when he retired after 25 years with the company President and CEO of WRECO from 2008-2010 and President of Winchester Homes from 2003-2008 Daniel S. Fulton(1) Age 65 President, CEO and Director of Weyerhaeuser from 2008 -2013, when he retired after ~38 years with the company President and CEO of WRECO from 2001-2008; holds extensive experience in real estate finance and development Kristin F. Gannon(1) Age 46 Currently, Partner at Dean Bradley Osborne, an investment banking firm, in San Francisco Previously, Managing Director at Goldman Sachs from 2006-2012, where she was head of the Real Estate banking group in the west region, serving as advisor to several private and publicly traded real estate companies Steven J. Gilbert Age 65 Currently Chairman of Gilbert Global Equity Partners, L.P., and Vice Chairman of MidOcean Capital Partners, L.P., serving in these capacities since 1998 and 2005, respectively Has served on the boards of over 25 companies over the span of his more than 40-year career Christopher S. Graham(1) Age 39 Senior Managing Director at Starwood Capital Group, supervising its investments in North America and responsible for originating, structuring, underwriting and closing investments in all property types Has managed Starwood Land Ventures and overseen investments in ~10,000 residential lots Constance B. Moore(1) Age 58 Director of BRE Properties. Inc. (NYSE: BRE) from 2002-2014, when BRE was acquired; previously served as President and CEO of BRE from 2005-2014 Previously, Managing Director of Security Capital Group; holds over 35 years of real estate industry experience Thomas B. Rogers Age 74 Executive Vice President in charge of City National Bank’s Southern Region from 2000-2009, overseeing delivery of commercial banking, private client and wealth management services to clients throughout Southern California Previously served for eight years as Senior Vice President and Treasurer of The Irvine Company (1) To be appointed once the contemplated Reverse Morris Trust transaction is consummated.