Friday, July 18, 2008

Potlatch and Weyerhaeuser: Which Strategy is Best for Shareholders?

Weyerhaeuser and Potlatch are similar in that they are both major timberland owners and both have significant manufacturing facilities. Both are essentially integrated forest products companies but Potlatch is structured as a REIT and Weyerhaeuser is structured as a C Corporation. Both are publicly traded (and heavily owned by institutional investors) and both have been in the spotlight with respect to where they are going in the future. There has been pressure on Weyerhaeuser to convert to a more tax favorable REIT and criticism of Potlatch’s status as a timber REIT when so much of its assets and revenue have nothing to do with timber (not really a timberland play). The response of the two companies has been very different.

Yesterday, Potlatch’s Board approved the proposed split of the company into two separate companies - a pure timber REIT and a pulp-based manufacturing company. The REIT will be a true timber REIT with 1.7 million acres of timberland and will retain the Potlatch name. The spin-off, to be known as Clearwater Paper Corporation, will be a manufacturing company whose businesses had revenue of approximately $1.2 billion last year. Both will be publicly traded.

According to Mike Covey, "After a careful evaluation, our Board determined that separating these distinct businesses is a logical next step for Potlatch in our ongoing efforts to strengthen our businesses and build long-term value for shareholders. This strategic move will enable shareholders to have a direct stake in two unique companies - an essentially pure-play timber REIT and a solidly positioned pulp-based manufacturing company. This increased transparency will enhance the likelihood that each company will receive appropriate market recognition of its unique performance and potential. This action also recognizes the inherent diversity of our assets and the opportunities that will be available to both companies as independent businesses."

Covey continued, "This spin-off will enable the management and board of both Potlatch and Clearwater Paper to have a sharper focus on their core businesses. Additionally, as two standalone entities with sound operations and talented management teams, both companies will be better positioned to manage and grow their businesses, leverage their distinct competitive strengths, attract and retain key employees, and pursue value-creation opportunities such as acquisitions over the long-term."

Weyerhaeuser, on the other hand, has opted to maintain the status quo for at least a while longer. They have clearly been shedding manufacturing facilities in preparation for the “possible” conversion to a timber REIT but it is clear that they see no urgency. They have long had a business model that focused on growing and managing trees specifically for a particular product in a particular mill – and they have been very good at it. They have captured value. But… I think it is a dead model. The value gains from that model don’t appear, to me at least, to be as great as the tax efficiency gains from the REIT model. Many investors agree. Weyerhaeuser’s stock price has declined to about $50 per share.

One analyst estimated the timberland value alone at $60 per share. My estimate of the timberland value is significantly higher - about $80 per share. Weyerhaeuser’s management has always understood the value of owning high-site land and of the financial value of intensive management. And those two factors are keys in timberland valuation. Weyerhaeuser’s timberland is not “average”!

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