SPOKANE, Wash., Jul 17, 2008 (BUSINESS WIRE) -- Potlatch Corporation (NYSE:PCH) announced today that its Board of
Directors has unanimously approved the Company's previously announced
plan to pursue a tax-free spin-off of its pulp-based businesses into a
publicly-traded company called Clearwater Paper Corporation. The
planned spin-off is subject to final Board approval based on
regulatory, market and other conditions.
A spin-off will create two stand-alone, publicly-traded entities:
a timber REIT, which is a verified forest practices leader with 1.7
million acres of forestland in Arkansas, Idaho, Minnesota and
Wisconsin; and a pulp-based manufacturing company that will include
Potlatch's Consumer Products facilities in Lewiston, Idaho, Las Vegas,
Nevada, and Elwood, Illinois, and its Pulp & Paperboard facilities in
Lewiston, Idaho, and Cypress Bend, Arkansas. The businesses to be
spun-off had revenues of approximately $1.2 billion in 2007.
After the completion of the spin-off, Potlatch will continue to
trade on the New York Stock Exchange under the ticker "PCH," and
shares of Clearwater Paper are expected be listed on the New York
Stock Exchange. Michael J. Covey will remain Chairman, President and
CEO of Potlatch. As previously announced, Gordon L. Jones will be
President and CEO of Clearwater Paper. Potlatch will remain
headquartered in Spokane, Washington, and Clearwater Paper's
headquarters will be based in the Spokane area at a new office
location that has not yet been determined.
Mr. Covey said, "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."
Mr. 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."
Potlatch's Lewiston, Idaho, Wood Products Facility, which shares a
common site with the Lewiston pulp-based facilities, will also be part
of Clearwater Paper. Potlatch's other Wood Products operations,
consisting of four sawmills in Idaho, Arkansas, Minnesota and
Michigan, and one industrial-grade plywood mill and one particleboard
mill in Idaho, will be retained by Potlatch.
Mr. Jones said, "The spin-off of Potlatch's pulp-based businesses
represents a significant opportunity for shareholders, customers and
employees. Clearwater Paper will be better positioned to grow its
bleached paperboard and private label tissue businesses over the
long-term. I look forward to being a part of Clearwater Paper at this
exciting stage in its evolution."
Potlatch expects the transaction to be completed during the fourth
quarter of 2008, subject to final approval based on regulatory,
market, and other conditions. The Company has submitted a request to
the Internal Revenue Service for a private letter ruling confirming
the tax-free nature of the spin-off. Potlatch expects Clearwater Paper
to file its Form 10 registration statement with the Securities and
Exchange Commission by early August and that filing will provide
further details regarding Clearwater Paper and the spin-off.
Clearwater Paper is expected to file an application in the coming
weeks to list Clearwater Paper's shares on the New York Stock
Exchange.
The Company also noted that, as previously announced, it has
scheduled its Second Quarter Earnings Web Cast and Conference Call on
Thursday, July 24, 2008, at 8:00 AM Pacific time (11:00 AM Eastern).
About Potlatch
Potlatch owns approximately 1.7 million acres of forestland in
Arkansas, Idaho, Minnesota, and Wisconsin, and operates 12
manufacturing facilities that produce lumber and panel products and
bleached pulp products, including paperboard and tissue. The Company,
which employs 3,600 people, also conducts a land sales and development
business. Potlatch, a verified forest practices leader, is committed
to providing superior returns to stockholders through long-term
stewardship of its resources.
Forward-Looking Statement
This press release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995 as amended, including statements regarding the spin-off of
Potlatch's pulp-based businesses. These forward-looking statements are
based on current expectations, estimates, assumptions and projections
that are subject to change, and actual results may differ materially
from the forward-looking statements. Factors that could cause actual
results to differ materially include those risks and uncertainties
described from time to time in the company's public filings with the
Securities and Exchange Commission. The company does not undertake to
update any forward-looking statements.
SOURCE: Potlatch Corporation
Potlatch Corporation
(Media)
Mark J. Benson, 509-835-1513
or
(Investors)
Douglas D. Spedden, 509-835-1549