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Rayonier Inc. announced an all‑stock merger of equals with PotlatchDeltic. Each PotlatchDeltic common share will convert into 1.7339 Rayonier common shares at closing. PotlatchDeltic will merge into a Rayonier subsidiary, creating a wholly owned unit of Rayonier.
The combined company’s board will have ten members: four from Rayonier, four from PotlatchDeltic, plus Rayonier CEO Mark McHugh as Chief Executive Officer and PotlatchDeltic CEO Eric J. Cremers as Executive Chair for two years. Closing requires shareholder approvals, HSR clearance, an effective Form S‑4, NYSE listing of the new shares, accuracy of representations and covenants, and REIT and tax opinions.
Termination fees may apply: up to $159 million payable by Rayonier or up to $138 million payable by PotlatchDeltic under specified circumstances. Rayonier also declared a one‑time special dividend of $1.40 per share (up to 25% in cash, remainder in stock), payable on December 12, 2025 to holders of record on October 24, 2025, with exchange ratio and cash adjustments to equalize the dividend’s impact.
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.