Securities Exchange Act of 1934
Rules 13e-4(d)(1), 13e-4(e)(3) and 13e-4(f)(1)(ii)
June 26, 2014
Response of the Office of Mergers and Acquisitions
Division of Corporation Finance
Incoming letter dated June 26, 2014
D. Scott Bennett, Esq.
Cravath, Swaine & Moore, LLP
825 Eighth Avenue
New York, NY 10019-7475
Re: Weyerhaeuser Company — Exchange Offer
Dear Mr. Bennett:
We are responding to your letter dated June 26, 2014, as supplemented by telephone conversations with the Staff, with regard to your request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.
On the basis of your representations and facts presented in your letter, the Staff of the Division of Corporation Finance will not recommend that the Commission take enforcement action under Rules 13e-4(d)(1), 13e-4(e)(3), 13e-4(f)(1)(ii) or 14e-1(b) under the Exchange Act if Weyerhaeuser conducts the Exchange Offer using the Pricing Mechanism and specifies the amount of Weyerhaeuser common shares sought in the Exchange Offer as described in your letter. In issuing these no-action positions, we considered the following facts, among others:
- Weyerhaeuser's disclosure of a specified dollar value of WRECO common shares that tendering Weyerhaeuser security holders will receive in exchange for a dollar value of tendered Weyerhaeuser common shares (subject to an upper limit on the exchange ratio);
- The Pricing Mechanism for determining the number of WRECO common shares to be received in exchange for shares of Weyerhaeuser common shares is disclosed in the tender offer materials disseminated to security holders;
- The Pricing Mechanism will remain constant throughout the duration of the Exchange Offer, and if there is a change in the Pricing Mechanism, the Exchange Offer will remain open for at least 10 business days thereafter;
- Weyerhaeuser will provide a toll-free number that Weyerhaeuser security holders can use to obtain daily indicative exchange ratios and, after announcement of the final exchange ratio, the final exchange ratio (including whether the upper limit to the exchange ratio is in effect);
- Weyerhaeuser will publish the final exchange ratio (including an announcement whether the upper limit on the exchange ratio is in effect) in a press release no later than 4:30 p.m., New York City time, on the final trading day — which is the same date as the expiration date — of the Exchange Offer, and that information and the press release also will be included in an amendment to Weyerhaeuser's Schedule TO on the same date setting forth the same information;
- Weyerhaeuser has made available a notice of withdrawal in its printed materials and via a website, and has disclosed in the Prospectus the procedures for withdrawal;
- The Weyerhaeuser common shares and Tri Pointe common shares are listed on the NYSE;
- Weyerhaeuser's view that the trading prices of the Tri Pointe common shares prior to the Merger, when multiplied by 1.297, are an appropriate representation of the anticipated trading prices of WRECO common shares following the Merger;
- Weyerhaeuser discloses the manner in which the number of Weyerhaeuser common shares to be accepted will be determined, and to the extent that not all Weyerhaeuser common shares tendered are accepted because the Exchange Offer has been oversubscribed, the exact amount to be accepted has been explicitly described as being dependent upon determination of the final exchange ratio and subject to certain terms and conditions being satisfied; and
- The exact number of Weyerhaeuser common shares to be exchanged in the Exchange Offer (assuming the Exchange Offer is fully subscribed) also will be published by Weyerhaeuser on the website and in a press release no later than 4:30 p.m., New York City time, on the expiration date, and that information and the press release also will be included in an amendment to Weyerhaeuser's Schedule TO which will be filed on the expiration date.
The foregoing no-action positions are based solely on your representations and the facts presented in your letter dated June 26, 2014, as supplemented by telephone conversations with the Commission Staff. This relief is strictly limited to the application of the rules listed above to Weyerhaeuser's use of the Pricing Mechanism and with respect to Weyerhaeuser's specification of the number of shares of Weyerhaeuser common shares sought in the Exchange Offer. Weyerhaeuser should discontinue the Exchange Offer pending further consultations with the Staff if any of the facts or representations set forth in your letter change.
We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rule 10b-5 and Rule 14e-3 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the participants in the Exchange Offer. The Division of Corporation Finance expresses no view with respect to any other questions that the Exchange Offer may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, the Exchange Offer.
For the Division of Corporation Finance,
/s/ Nicholas P. Panos
Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
The Incoming Letter is in Acrobat format.