Potlatchdeltic Corporation SEC Filings

Rayonier and PotlatchDeltic announced a definitive all‑stock merger of equals, combining to own nearly 4.2 million acres of timberlands across 11 states. PotlatchDeltic shareholders will receive 1.7339 Rayonier shares per PotlatchDeltic share, an 8.25% premium based on October 10 prices. Pro forma ownership is expected to be 54% Rayonier and 46% PotlatchDeltic. The deal was unanimously approved by both boards and is expected to close in late first quarter or early second quarter of 2026, subject to customary approvals, including shareholder and regulatory clearances.

The combined company will have an integrated platform, including 1.2 billion square feet of lumber capacity and 150 million square feet of plywood capacity, plus a diversified real estate portfolio and land‑based and natural climate solutions opportunities. Management targets $40 million of annual cost synergies, with at least half by the end of year one and the remainder by year two, and expects accretion to cash available for distribution per share as run‑rate synergies are achieved.

Headquarters will be in Atlanta, with regional offices in Wildlight, Florida, and Spokane, Washington. The company will be the largest private landowner in Georgia with nearly 900,000 acres. Pro forma trailing 12‑month adjusted EBITDA was roughly $439 million, with net debt to EBITDA of 2.5x. Rayonier declared a $1.40 per share special dividend in December (cash and shares), with merger consideration adjusted so PotlatchDeltic holders receive equivalent value.

PotlatchDeltic and Rayonier agreed to combine in an all‑stock merger of equals, creating a leading land resources company with nearly 4.2 million acres across 11 states and a wood products platform with 1.2 billion square feet of lumber capacity and 150 million square feet of plywood capacity. PotlatchDeltic shareholders will receive 1.7339 Rayonier shares for each PotlatchDeltic share, an 8.25% premium based on October 10 prices, with pro forma ownership of 54% Rayonier and 46% PotlatchDeltic.

The transaction is expected to close in late Q1 or early Q2 2026, subject to regulatory and shareholder approvals. The combined company will be headquartered in Atlanta, Georgia, with regional offices in Wildlight, Florida, and Spokane, Washington. Management targets $40 million of annual cost synergies, with about half by the end of year one and the rest by year two. Pro forma metrics cited include $439 million LTM adjusted EBITDA and 2.5x net debt to LTM adjusted EBITDA.

Rayonier plans a $1.40 per share Special Dividend in December, paid in cash and shares, tied to its New Zealand business sale; merger consideration will be adjusted to provide PotlatchDeltic shareholders equivalent value. The combined platform also highlights diversified real estate projects and land‑based solutions opportunities.

Rayonier Inc. and PotlatchDeltic Corporation agreed to an all-stock merger-of-equals to create a leading land resources and wood products company. The combined company will be headquartered in Atlanta, with Rayonier maintaining a significant employee presence in Wildlight, Florida and continuing regional office footprints. Both companies will operate independently until closing.

The merger is expected to close in late Q1 or early Q2 2026, and remains subject to shareholder and regulatory approvals. Rayonier plans to file a Form S-4 that will include a joint proxy statement/prospectus for both companies. The communication highlights commitments to sustainable forestry, manufacturing, community engagement, and ongoing support of local operations and jobs.

PotlatchDeltic Corporation filed a Rule 425 communication regarding a proposed merger with Rayonier Inc. The message outlines forward‑looking statements and emphasizes that a Form S‑4 will be filed, containing a joint proxy statement/prospectus for both companies. Shareholders are encouraged to review those materials when available. The filing lists key risks, including the need for shareholder and regulatory approvals, potential closing delays or termination, integration challenges, market price effects, possible litigation, macroeconomic pressures across timberlands, real estate and wood products, environmental and tax law changes, weather events, and REIT qualification requirements. It also states this communication is not an offer or solicitation to sell securities.

PotlatchDeltic Corporation announced a definitive agreement to combine with Rayonier, Inc. in a merger of equals to create a leading land resources REIT and top-tier lumber manufacturer. The companies highlight combined timberland, real estate, and lumber manufacturing capabilities, positioning the new entity to benefit from housing demand and lumber pricing.

The combined company will base its headquarters in Atlanta, Georgia, while retaining a regional presence in Spokane, Washington. The companies emphasize continued commitments to sustainability, including utility solar, carbon capture and storage, minerals, and voluntary carbon market opportunities.

The transaction is expected to close in late first quarter or early second quarter of 2026, subject to customary closing conditions, including shareholder and regulatory approvals. Until closing, both companies will operate independently, and a new company name will be announced prior to closing.

Rayonier Inc. announced an all-stock merger-of-equals with PotlatchDeltic to form a leading U.S. land resources REIT. The combined company would manage ~4.2 million acres across highly productive regions, operate six sawmills capable of producing 1.2BBF of lumber annually, and run one plywood facility with 150MMSF annual capacity. The headquarters is planned for Atlanta, GA, with a 10-member board split evenly (5 from each company). Leadership is expected to include Eric Cremers as Executive Chair and Mark McHugh as President & CEO.

The companies cite benefits such as diversified timberland ownership, a strong platform for Real Estate and Land-Based Solutions/Natural Climate Solutions, and “compelling financial benefits including synergies,” with a balance sheet positioned for opportunistic capital allocation. The merger is expected to close in late Q1 / early Q2 2026, subject to shareholder and regulatory approvals.

PotlatchDeltic (PCH) announced a merger of equals with Rayonier, combining complementary timber, real estate, and land-based climate solution businesses. The combined company is expected to control nearly 4.2 million acres of premier timberland across 11 states, with low debt and available cash to pursue capital investments and potential timberland or integrated mill acquisitions.

Leadership will be split between both companies: Rayonier’s Mark McHugh will serve as President and CEO, PotlatchDeltic’s Eric Cremers as Executive Chair, and PotlatchDeltic’s Wayne Wasechek as CFO. Headquarters will be in Atlanta, with regional presence in Spokane and Wildlight. Both companies will operate independently until closing. Management does not anticipate significant changes to wood products operations or staffing.

The transaction is expected to close in late Q1 or early Q2 2026, subject to regulatory approvals and shareholder approvals.

Rayonier posted a Rule 425 communication about a proposed all‑stock merger‑of‑equals with PotlatchDeltic. The message highlights forward‑looking statements regarding potential benefits, synergies, operating results, harvest schedules, timberland transactions, cash flow, and strategy, while cautioning that actual outcomes may differ due to numerous risks.

To advance the combination, Rayonier will file a Form S‑4 containing a joint proxy statement/prospectus for both companies. Shareholder approvals and required governmental and regulatory clearances are needed, and closing conditions could delay or prevent completion. Investors are directed to review the joint proxy statement/prospectus and related SEC filings, which will be available free on the SEC, Rayonier, and PotlatchDeltic websites. The communication states it is not an offer to sell or solicit the purchase of securities.

William L. Driscoll, a director of PotlatchDeltic Corporation (PCH), was credited with 523.576 phantom stock units on 10/01/2025 under the company's Deferred Compensation Plan for Directors II. Each phantom unit is the economic equivalent of one share and will be paid 1-for-1 in common stock according to the director's deferral election. The reported transaction shows a $0 price per unit because these units represent deferred compensation rather than a cash purchase. Following this crediting, the filing reports beneficial ownership of 27,710.379 shares (which includes previously credited phantom units representing quarterly dividends). The Form 4 was signed on behalf of Mr. Driscoll by an attorney-in-fact on 10/02/2025.