A Stoel Rives legal team, led by Ronald G. Moffitt, Ronald J. Lone, Christopher J. (C.J.) Voss and Greg D. Corbin, assisted client Brookfield Asset Management Inc. in reaching agreement for the sales announced June 16 of both Longview Timber and Longview Fibre Paper and Packaging. The two separate transactions totaled $3.675 billion.
In the Longview Timber deal, Brookfield agreed to a 100 percent stock sale to Weyerhaeuser Co. for $2.65 billion including the assumption of debt. Longview Timber consists of approximately 645,000 acres of high-quality timberlands in the U.S. Pacific Northwest and is held through a Brookfield-managed global timber fund in which Brookfield is an investor, alongside Brookfield Infrastructure Partners and private institutional investors. After repayment of debt and distribution of proceeds to private fund investors, net cash proceeds to Brookfield will be approximately $600 million. In addition, Brookfield Infrastructure will receive net proceeds of approximately $470 million.
In the Longview Fibre Paper and Packaging deal, Brookfield agreed to a 100 percent stock sale to KapStone Paper and Packaging for $1.025 billion. Longview Fibre Paper and Packaging operates a large integrated paper mill in Longview, Wash., and seven container plants in the Pacific Northwest, producing Kraft paper, container board and corrugated boxes, and is held through a Brookfield-managed private equity fund. After repayment of debt and distribution of proceeds to the other investors in the fund, net cash proceeds to Brookfield will be approximately $250 million.
“We are very pleased to have helped Brookfield and its investors achieve excellent returns on their investment in these assets, and to place them into the hands of strategic buyers who will be able to take them to the next level,” said Corbin, Stoel Rives partner and head of the firm’s Forest Products Initiative. “It has been our privilege to work with Brookfield on virtually all aspects of these two companies’ business operations since Brookfield first acquired them, and we wish the new ownership groups much success in the future.”
The Stoel Rives team assisted Brookfield in negotiating and structuring the transactions, including the drafting and negotiation of the stock purchase agreements and related due diligence. In addition to assisting Brookfield in its acquisition of these assets in 2007, Stoel Rives also advised on Brookfield’s subsequent reorganization and restructuring of Longview Fibre Company into separate, privately held timberland and paper manufacturing entities. Legal services provided by Stoel Rives to Longview Timber and Longview Fibre Paper and Packaging have included corporate, tax, operations, commercial, litigation, labor and employment, environmental, energy regulatory, real estate, employee benefits and debt financing matters.
In addition to the work of Corbin, Voss, Lone and Moffitt, the deal team included substantial assistance from Brookfield client lead Alan R. Merkle, Robbie G. Yates, Lori Le Cheminant and Janet F. Jacobs.
