Rayonier Completes Acquisition of Pope Resources

Rayonier Inc. (NYSE:RYN) today announced the completion of its previously announced acquisition of Pope Resources, A Delaware Limited Partnership (“Pope Resources”). Unitholders of Pope Resources approved the transaction at a special meeting of unitholders held on May 5, 2020.

“The completion of this transaction significantly expands and enhances our Pacific Northwest timberland and real estate portfolio,” said David Nunes, President and CEO of Rayonier. “It further represents a significant milestone in our long-term strategy of acquiring high-quality timberlands in strong log markets and building long-term value for our shareholders through prudent capital allocation. We’re very excited about the opportunity to integrate our complementary assets and to welcome the Pope employees who will become part of Rayonier. We share compatible cultures and a long history of dedication to value maximization, and we are eager to share best practices and capture synergies across our combined organization. Additionally, we’re excited to be employing an innovative tax-deferred UPREIT structure and look forward to leveraging this structure in the future to grow Rayonier’s high-quality timberland portfolio.”

Transaction Information

Under the terms of the merger agreement, each holder of a limited partnership unit of Pope Resources had the right to elect to receive for each Pope unit and subject to proration: (a) 3.929 Rayonier Inc. common shares (the “Stock Election”), (b) 3.929 units in Rayonier, L.P., the operating partnership of Rayonier (the “Opco Election”), or (c) $125 in cash (the “Cash Election”). Pope unitholders’ elections were subject to proration so that approximately 70% of the Pope units converted into merger consideration would be exchanged for Rayonier shares or Opco units and approximately 30% of the Pope units converted into merger consideration would be exchanged for cash.

The exchange agent has informed the company that, based on its preliminary review of the merger consideration elections:

• holders of approximately 10.2% of Pope limited partnership units converted into merger consideration, or approximately 436,000 units, made or were deemed to have made the Stock Election;
• holders of approximately 10.7% of Pope limited partnership units converted into merger consideration, or approximately 454,000 units, made the Opco Election; and
• holders of approximately 79.1% of Pope limited partnership units converted into merger consideration, or approximately 3.4 million units, made the Cash Election.

Because the Cash Election was oversubscribed, all holders making a Cash Election will have their consideration prorated and a portion of it will be substituted with Rayonier common shares or Opco units (as specified by the holder) in accordance with the terms of the merger agreement. The number of each election is preliminary and subject to change. The final number of elections will be disclosed in a current report on Form 8-K filed by the company.