Tri Pointe Homes, Inc. · NYSE:TPH
Tri Pointe Homes — Merger or Acquisition (November 2013)
20 slides from Tri Pointe Homes's merger presentation, Nov 4, 2013
Slide 1: A Powerful Combination: TRI Pointe Homes and WRECO
Filed by TRI Pointe Homes, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: TRI Pointe Homes, Inc. Commission File No. 1-35796 Filed pursuant Securities and under Subject Commission TRI A No
Slide 2: Forward-Looking Disclaimer
Forward-Looking Disclaimer Securities guarantee Weyerhaeuser statement Some “anticipates,” looking (“WRECO”) the that These uncertainties Transaction and indebtedness, mortgages, However, potential Additional In combined which from important transaction written Participants This deemed in SEC 2013.
Slide 3: Presenters: Doyle Simons, Barry Sternlicht, Doug Bauer
Doyle Barry Doug Chief 3The following Executive Bauer Sternlicht Simons materials President Chairman Officer were & distributed by Weyerhaeuser Company in connection with an investor conference call on November 4, 2013.
Slide 4: A Powerful Combination
TRIEstimated Weyerhaeuser’s Creates Combines Expands Strong (1) 4The following Pointe long-term aland leading industry-leading & combined Homes holdings WRECO: materials homebuilding growth national and with Weyerhaeuser A equity were potential homebuilder Powerful management a distributed combined
Slide 5: Transaction Overview and Structure
Weyerhaeuser’s TRI Structure Total billion Consideration Weyerhaeuser Existing Ownership Barry Board directors five CEO: Management CFO: Headquarters Transaction to Conditions Expected approximately (1) transaction 5The customary Based directors following Pointe transaction Michael Sternlicht Doug o
Slide 6: Strategic Rationale for the Combination
Strategic Combination Top Significant Opportunity Appropriate A Concentrate Expect Capital Reverse Weyerhaeuser Expected Creates 6The more 10 following reduced public allocation focused the Morris Rationale tolong-term Most be on homebuilder for creates homebuilder shareholders materials tax-free fo
Slide 7: Benefits to TRI Pointe Shareholders
Benefits Best-in-class Deepens Expands Strengthens Increases Transaction 7The following to California geographic land equity Shareholders expected balance senior holdings materials market footprint management sheet presence towith capitalization be were of EPS New a distributed combined into accreti
Slide 8: Summary Overview: TRI Pointe Homes
Summary TRI The following PointeOverview: Homes materials were distributed by Weyerhaeuser Company in connection with an investor conference call on November 4, 2013.
Slide 9: Experienced Senior Management Team
Experienced Senior Significant Deep Additional Capital Current Starwood Barry Chairman Regional Thomas President Previously, California Douglas 25 homebuilding Former Previously accounting Michael Chief 9The years following local Executive Financial S.management Group Chairman EVP President SVP Chai
Slide 10: TRI Pointe Homes Overview
TRI 3Leading Build Rapid Geographic Owned LTM Southern 40% Northern 24% California 76% Total (1) The 10operating Lots following Pointe 41% Deliveries –253 across year-over-year Deliveries owned regional Colorado Southern 19% California Deliveries Homes–Company divisions: Footprint a variety material
Slide 11: Summary Overview: WRECO
Summary The WRECO following Overview: materials were distributed by Weyerhaeuser Company in connection with an investor conference call on November 4, 2013.
Slide 12: WRECO Company Overview
WRECO–Company Top Ranked 7Established Attractive Over Land Willingness–to–refer Average (1) (2) The 12states, Public Independent National following 27,000 strategies 17th 10 tenure company land sub–markets, local lots by Builder materials supply of are closing customer in brands WRECO sub–market hig
Slide 13: WRECO's Geographic Footprint
WRECO’s Inland Las Market: 2012 ~700 as The 13 ofVegas, following September ASP: Employees Empire, Phoenix/Tucson, Greater Los Houston, Geographic $292k $499k $397k $419k NV Angeles/Ventura, materials San Puget 30, TX Richmond, Diego, 2013 Sound, Footprint were AZCAVA distributed WA 2012 ASP:by Weye
Slide 14: A Powerful Combination with Industry-leading Leadership
A Powerful Industry-leading leadership Combines Focus Strong Expected TRI (1) (2) write-off The 14 Based Estimated following Pointe on gross and move-up to on merchant positions stockholders Combination have margin weighted project combined materials management conservative segment in building perfo
Slide 15: Leading Markets and Land Positions
Leading Markets: Market: 2012 Total Note: The 15 following Single-Family Lots TPHOrange Greater Houston Brand Washington, Los Phoenix, Owned lots Angeles/Ventura, materials Names owned County, Puget and Tucson Closings: D.C. Controlled: Sound and Targeted were Los controlled Metro Angeles, 2012 dist
Slide 16: Leading Market Positions
Leadership Leading Overall Location Pardee San LA Inland Maracay Quadrant Trendmaker Winchester Washington, TRI Southern Northern Denver, High (John 41% 58% 27% 17% 5% Las Phoenix Next Housing Based 59% 20% 24% 37% 46% Houston 9% 13% Seattle D.C. (1) (2) (3) The 16 Based John County 5% Vegas Diego f
Slide 17: Land Position and Supply
Land TRI Market Southern Northern Washington, Arizona—1,007 Nevada—1,580 Washington—859 Texas—1,364 Colorado Total Based 9.1 11.0 12.5 16.9 7.7 6.1 WCIC 2.1 3.4 (1) Combined Estimated (2) (3) The 17 Reflects Includes Estimated 9.0 7.0 5.6 following Pointe 1,529 Supply on TOL 8.6 5.6 Owned California
Slide 18: Significantly Increases Size, Scale and Profitability
$Significantly $6.8 $8.4 9th Equity $2.6 $3.1 $4.4 $5.6 $1.4 $1.6 $2.1 $0.8 $0.6 LEN (1) Combined) (Estimated Source: The 18inEquity Largest billions following $6.8 $2.6 $1.4 $0.8 $0.5 DHI Market Company $2.5 $0.5 PHM value Homebuilder Increases materials Value(1) Value TOL asfilings of NVR 11/1/201
Slide 19: Strong Capital Structure and Liquidity
Expected proceeds Debt 80% 140% 57% 48% 42% 31% PHM Source: Combined Estimated (1) (2) The 19 TPH Debt following 87% 62% 49% 43% 32% /NVR book Book Based estimated /will strong Book 50% (2) Liquidity DHI capitalization Capitalization(1) 44% be materials on 53% Capitalization pro TPH paid last combin
Slide 20: TPH Stock Investment Highlights
TPHStock Proven Respected Broad Enhances Supply Pardee constrained Land Extensive, Access Key Long Expected Attractive Strong Prudent Significant Increased Improved and Broader The 20 following Investment Land founders holdings track geographic Relationships margin offers to Leadership constraints b
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