Rayonier and PotlatchDeltic to Combine in $8.2B Merger

Acquirer: Rayonier Inc. (NYSE: RYN)

• Leading timberland real estate investment trust with assets located in some of the most productive softwood timber growing regions in the United States
• As of June 30, 2025, owned or leased under long-term agreements approximately 2.0 million acres of timberlands located in the U.S. South (1.74 million acres) and U.S. Pacific Northwest (307,000 acres)

Acquirer Financial Statistics

• Mkt Cap: $4.2 billion
• EV: $4.3 billion
• LTM Revenue: $1.2 billion
• LTM EBITDA: $500 million
• LTM EV / Revenue: 3.6x
• LTM EV / EBITDA: 8.6x

Acquirer Advisor(s)

Morgan Stanley

Target Company: PotlatchDeltic Corporation (Nasdaq: PCH)

• Leading real estate investment trust with ownership of 2.1 million acres of timberlands in Alabama, Arkansas, Georgia, Idaho, Louisiana, Mississippi and South Carolina
• Operates six sawmills, an industrial-grade plywood mill, a residential and commercial real estate development business and a rural timberland sales program
• Leader in sustainable forest management

Target Financial Statistics

• Mkt Cap: $3.3 billion
• EV: $4.2 billion
• LTM Revenue: $1.1 billion
• LTM EBITDA: $170.5 million
• LTM EV / Revenue: 3.8x
• LTM EV / EBITDA: 24.6x

Target Advisor(s)

BofA Securities

Price/Consideration

$8.2 billion merger/Stock

Deal Details

Announcement Date

• October 14, 2025

Rationale

• Combined entity will manage a timberland portfolio of 4.2 million acres across 11 U.S. states and operate seven wood manufacturing plants, giving greater scale and reach
• Merger was announced by the companies on the same day the Trump administration began enforcing 10% tariffs on imported timber and lumber
• Years of elevated mortgage rates and weak housing demand have pressured lumber and timberland prices and are contributing to concentration in the construction sector
• Rayonier CEO Mark McHugh, who will lead the new firm, said tariffs are beneficial to U.S. producers and should strengthen internal demand for its products
• The new company, whose name is yet to be disclosed, will be second behind Weyerhaeuser (WY.N)

Deal Points

• PotlatchDeltic and Rayonier are merging in an all-stock deal, creating a forestry company with an $8.2 billion enterprise value
• PotlatchDeltic shareholders will receive 1.7339 Rayonier shares for each of their shares, an 8.25% premium to the Friday, October 10th closing price, valuing PotlatchDeltic at $44.11 per share
• Rayonier shareholders will hold about 54% and PotlatchDeltic investors 46% of the combined company
• Deal is expected to close by mid 2026
• Headquarters will be in Atlanta, with regional offices in Spokane, Washington, and Wildlight, Florida