Behind the curtain of MeadWestvaco's $1.5B land deal
The $1.5 billion sale of MeadWestvaco's real estate holdings, including a big swath of South Carolina timberland, came full circle Wednesday.
But long before that milestone, three Charleston lawyers were toiling away in the wheelhouse, soaking up a rare opportunity to help nail down one of South Carolina's largest and trickiest land deals.
The 501,000-acre transaction closed Dec. 6, when MeadWestvaco sold most of its forestlands to Seattle's Plum Creek Timber Holdings.
It wasn't until last week that the seller disclosed how much of the proceeds it would return to investors. About $175 million will be paid out as a special $1-per-share dividend to stockholders, a fair number of whom live in the Charleston area, where MeadWestvaco has been an employer since the 1920s. Another $394 million will go to repurchase shares.
Those are big numbers, by any measure, but a real estate practice at Nelson Mullins' local office had played in this sandbox before. Prior to the December land sale, a legal team led by partners John Hagerty and Jay Claypoole had handled land sales approaching $1 billion for MeadWestvaco.
Even so, this latest transaction was an entirely different animal. Aside from the amount of money on the line, the challenges included outdated, far-flung real estate records and an aggressive closing deadline.
"The paperwork alone was enough to fill this room and many other rooms," Hagerty said, speaking from a modest-size conference space in the law firm's Meeting Street office.
MeadWestvaco once made its money by making paper, but it now focuses on higher-end packaging, chemicals and real estate development. As a result, it has fewer mills to feed.
The Richmond, Va.-based company announced last spring that it had hired investment bankers to seek out buyers for its U.S. forestlands. Talks with Plum Creek got serious in early September.
"The day after Labor Day it was 'go,' " Hagerty recalled.
It was a fitting starting point, as the work would be laborious. The closing deadline was Dec. 6.
The first order of business was to hire a title company to scour all the deeds and guarantee that Plum Creek was buying exactly what MeadWestvaco was offering. A database was set up to house all the information. Technology experts who could accurately map all the property were called in.
"They want to understand what's out there," Claypoole said of the buyers.
The job was complicated by the fact that many of the decades-old records were scattered over five states in about four dozen mostly rural counties. In one of many paperwork challenges, Claypoole recalled having to sort out an unrecorded real estate transfer in South Carolina involving land that's now part of Interstate 26. Other deeds, some dating back to the 1930s, cited specific pine trees as boundary marks, he said.
The deal accelerated in late November. Claypoole and associate attorney Tim Zwer-ner set up what they called "a mobile command center" at Nelson Mullins' offices in Atlanta. Home was a nearby Marriott. The typical workday ran 9 a.m. to midnight, including weekends, with a brief break for Thanksgiving.
"Then we'd start grinding again," Claypoole said.
The Dec. 6 deadline wasn't random. It was set for that date, namely, for tax reasons. Also, MeadWestvaco was lending Plum Creek $860 million to help finance the acquisition, and it wanted to lock in the interest rate on the note before Wall Street bankers took off for the holidays. One conference call on that issue featured about 40 participants.
The marathon closing process began on Dec. 5 around 10 p.m. About two dozen people were in the room.
"Everyone is rallying on Peanut M&Ms and whatever energy drinks they had," Hagerty said,
MeadWestvaco real estate executive Jim Hill pulled out a pen, and didn't put it down until about 6:30 a.m. the next morning.
"He signed every document by hand," Hagerty said.
For Zwerner, the associate lawyer who worked on the sale, the experience was a promise kept. Claypoole and Hagerty had recruited him to the firm by offering him a chance to work on complex real estate and business deals. Zwerner's initial response: "Sign me up."
"This is about as sophisticated as transactions get," he said.