Rayonier SEC Filings

Rayonier and PotlatchDeltic agreed to combine in an all‑stock merger of equals. PotlatchDeltic shareholders will receive 1.7339 Rayonier shares per PotlatchDeltic share, reflecting an 8.25% premium based on October 10 prices. Pro forma ownership is expected to be 54% Rayonier and 46% PotlatchDeltic. Closing is targeted for late first quarter or early second quarter of 2026, subject to regulatory and shareholder approvals.

The combined company will control nearly 4.2 million acres of timberlands across 11 states and operate wood products capacity of 1.2 billion square feet of lumber and 150 million square feet of plywood. Headquarters will be in Atlanta, with regional offices in Wildlight, Florida and Spokane, Washington. Management projects $40 million of annual cost synergies, with about half by the end of year one and the remainder by the end of year two, and expects the deal to be accretive to cash available for distribution per share as run‑rate synergies are achieved.

On a trailing 12‑month basis, pro forma adjusted EBITDA totaled roughly $439 million, with net debt to LTM adjusted EBITDA of 2.5x. The combined company plans to maintain Rayonier’s current quarterly dividend level, and Rayonier will pay a $1.40 per‑share special dividend in December, with PotlatchDeltic consideration adjusted to equalize value at closing.

Rayonier Inc. and PotlatchDeltic announced an agreement to merge in an all-stock merger-of-equals, forming a leading land resources and wood products company. The combined company’s headquarters will be in Atlanta, with a continued employee presence in Wildlight, Florida and other regional offices.

The merger is expected to close late in the first quarter or early in the second quarter of 2026. Until closing, both companies will operate independently. The companies highlighted community engagement and support for local operations as ongoing priorities.

In connection with the transaction, Rayonier will file a Form S-4 that includes a joint proxy statement/prospectus for both companies. Shareowners will receive definitive materials and are encouraged to review them when available on the SEC’s website and the companies’ investor sites.

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.

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.

Rayonier Inc. director Keith E. Bass received 832 common shares on 08/29/2025 as payment of his quarterly retainer elected in lieu of cash under the company’s Non-Employee Director Compensation plan. The shares were issued at an effective price of $26.28 per share and, after the issuance, Mr. Bass beneficially owned 32,381 common shares. The Form 4 was signed by an attorney-in-fact on 09/02/2025.

This filing documents a routine, non-derivative equity award to a director for compensation purposes rather than a market purchase or sale; no options, warrants, or other derivative transactions are reported.

Rayonier (RYN) reported a quarter driven by a large divestiture: Net income for the three months ended June 30, 2025 was $413.6 million, primarily reflecting a $404.5 million gain on the sale of its 77% New Zealand operations. The sale generated net proceeds of $698.6 million and a final purchase price adjustment of $0.7 million is expected in Q3. Cash and cash equivalents rose sharply to approximately $892.3 million at June 30, 2025, up from $303.1 million at year-end 2024.

Performance of continuing operations was modest: Income from continuing operations was $9.8 million for the quarter, with total sales of $106.5 million. For the six months, revenue declined to $189.5 million from $213.3 million a year earlier and cash provided by operating activities was $88.7 million versus $107.6 million in 2024. Long-term debt, net decreased to $844.9 million but current maturities of long-term debt of $199.96 million appear on the June 30, 2025 balance sheet. The gain on sale of discontinued operations is not subject to income tax because it relates to a partnership interest.