PotlatchDeltic and Rayonier Stockholders Approve All‑Stock Merger

PCH
January 28, 2026

PotlatchDeltic Corp. and Rayonier Inc. announced that their stockholders have approved all proposals required to close the all‑stock merger, with the joint statement released on January 28 2026. The transaction will combine PCH’s 2.1 million acres of timberlands with Rayonier’s 2.0 million acres, creating a combined entity that will manage roughly 4.2 million acres across 11 states and position the company as a top‑tier timberland REIT.

The merger is projected to generate about $40 million in annual synergies, driven by complementary asset portfolios, shared operating platforms, and scale‑related cost efficiencies. The combined company will be the second‑largest publicly traded timber and wood‑products company in North America, offering a diversified portfolio of timberland, lumber, and related real‑estate assets that can be leveraged for higher‑and‑better‑use development and natural climate solutions.

Under the exchange terms, each PotlatchDeltic share will be converted into 1.8185 Rayonier shares plus $0.61 in cash. Upon completion, Rayonier shareholders will own approximately 54 % of the combined company, while former PotlatchDeltic stockholders will hold the remaining 46 %. The all‑stock structure values both companies at an enterprise value of $8.2 billion, including $1.1 billion of net debt.

Leadership will transition with Mark McHugh of Rayonier serving as CEO of the combined company and Eric Cremers of PotlatchDeltic acting as Executive Chair of the Board for 24 months. The combined entity will initially retain the Rayonier name and ticker RYN, with a new name and ticker to be announced in the first quarter of 2026. Corporate headquarters will be located in Atlanta, Georgia.

The initial announcement of the merger on October 14 2025 triggered a negative reaction from Rayonier shareholders, who were concerned about higher multiples and increased leverage, while PotlatchDeltic shareholders reacted more neutrally or positively, viewing the deal as a means to reduce their company’s trading multiple and improve leverage. Management emphasized that the merger will unlock significant value through operational synergies, a larger and more diversified asset base, and enhanced opportunities in real‑estate development and climate‑positive land use.

The transaction will also replace PotlatchDeltic in the S&P MidCap 400 with Dutch Bros Inc., while Rayonier will remain in the index. The combined company’s scale and diversified portfolio are expected to strengthen its competitive position and create long‑term value for shareholders.

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