Tri Point Homes completes sale of US$450M principal amount of senior notes due 2019, US$450M principal amount of senior notes due 2024; sale in connection with homebuilder's proposed merger with Weyerhaeuser Real Estate

IRVINE, California , June 16, 2014 (press release) – TRI Pointe Homes, Inc. (NYSE:TPH) today announced that in connection with its proposed combination with Weyerhaeuser Real Estate Company (“WRECO”), WRECO has completed the sale of $450 million principal amount of its Senior Notes due 2019 at a fixed interest rate of 4.375% and $450 million principal amount of its Senior Notes due 2024 at a fixed interest rate of 5.875% through a private placement. The private placement was upsized from an initially proposed aggregate size of $800 million. This transaction is the first notes issuance related to TRI Pointe.

WRECO has deposited into separate escrow accounts the gross proceeds from the offering of each series of the Senior Notes. The escrowed funds will be released substantially concurrently with the consummation of TRI Pointe’s proposed combination with WRECO and satisfaction of certain other conditions. Upon release from escrow, the net proceeds from the offering are expected to be used by WRECO to make certain payments to Weyerhaeuser Company, which will be retained by Weyerhaeuser Company following the separation of WRECO, with the remainder expected to be used by TRI Pointe for general corporate purposes. The Senior Notes will be subject to a special mandatory redemption in the event that TRI Pointe’s proposed combination with WRECO is not consummated on or before November 4, 2014, or in the event the Transaction Agreement in connection with the proposed combination is terminated prior to such time.

The Senior Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. As a result, they may not be offered or sold in the United States or to any “U.S. persons”, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes were offered only to “qualified institutional buyers” under Rule 144A of the Securities Act or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act.

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