Weyerhaeuser, TRI Pointe Merger Moving Forward

IRVINE, CA—Weyerhaeuser Real Estate Company has taken further steps toward its combination with TRI Pointe Homes, Inc.

Weyerhaeuser Real Estate (“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 does not take place by November 4, or in the event the deal is terminated prior that date.

The senior notes have not been registered under the Securities Act of 1933, as amended, 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.”

Additional details regarding the private placement can be found in the company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5.