Rayonier Completes Acquisition of Pope Resources

Rayonier Inc. (“Rayonier”) 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.

Based on these preliminary estimates of merger consideration elections, each holder making a Cash Election will receive $47.42 of cash and 2.439 Rayonier common shares or Opco units per Pope Resources unit, and the aggregate consideration paid by Rayonier to acquire all of the outstanding limited partnership units of Pope Resources (excluding the 114,400 units already owned by Rayonier) and the general partnership interests of Pope Resources will consist of $169.5 million of cash, 7.1 million common shares of Rayonier and 4.6 million Opco units of Rayonier L.P.

In conjunction with the closing of the transaction, Rayonier also assumed $45 million of Pope Resources’ term credit facility, which included several tranches with maturity dates ranging from 2025 to 2036 and with a weighted average interest rate of approximately 4.1% (net of estimated annual patronage payments).

Effective with the opening of the market today, Pope Resources common units discontinued trading on the Nasdaq Capital Market.

About Rayonier

Rayonier is a leading timberland real estate investment trust with assets located in some of the most productive softwood timber growing regions in the United States and New Zealand. As of March 31, 2020, Rayonier owned, leased or managed approximately 2.6 million acres of timberlands located in the U.S. South (1.8 million acres), U.S.Pacific Northwest (384,000 acres) and New Zealand (415,000 acres). More information is available at www.rayonier.com.

Contact:

Mark McHugh – Investor Relations – investorrelations@rayonier.com – (904) 357-9100

Source: Rayonier, Inc.