Rayonier and PotlatchDeltic Stockholders Approve Merger, Setting Stage for Combined Timberland REIT

RYN
January 28, 2026

Rayonier Inc. (NYSE: RYN) and PotlatchDeltic Corp. (Nasdaq: PCH) announced that their stockholders have approved all proposals necessary to complete the merger. The special meetings were held on January 27, 2026, and the companies will file a final Form 8‑K with the SEC to disclose the results.

The transaction will combine the two timberland REITs into a single entity that will own more than 4.2 million acres of timberland across the U.S. South and Pacific Northwest. Under the terms, each share of PotlatchDeltic will convert into 1.8185 shares of Rayonier common stock and receive $0.61 in cash. Rayonier shareholders will own approximately 54 % of the combined company, while former PotlatchDeltic shareholders will hold about 46 %. The all‑stock deal values the combined enterprise at $8.2 billion, with a pro‑forma equity market capitalization of $7.1 billion.

Strategically, the merger brings together complementary strengths: Rayonier’s timberland and real‑estate expertise, PotlatchDeltic’s lumber‑manufacturing capabilities, and both companies’ focus on high‑and‑better‑use (HBU) real‑estate and natural climate solutions. Management expects the combined company to generate $40 million in run‑rate synergies within 24 months of closing, driven by corporate and operational cost savings and an expanded geographic footprint that supports higher‑margin lumber production.

Financially, the merger is supported by strong recent performance. In Q3 2025, Rayonier reported net income of $43.2 million ($0.28 per share) and adjusted EBITDA of $114.3 million, nearly double the prior‑year period, with revenues of $177.5 million. PotlatchDeltic posted robust results in the same quarter, with its Real‑Estate and Wood‑Products segments delivering disciplined cost management and strong demand. Both companies maintain healthy balance sheets—Rayonier holds $919.6 million in cash against $1.05 billion of debt, while PotlatchDeltic has a long‑standing dividend history of 55 consecutive years.

Leadership will transition as follows: Mark McHugh, current CEO of Rayonier, will become CEO of the combined company, and Eric Cremers, former CEO of PotlatchDeltic, will serve as Executive Chair of the Board for 24 months. The combined entity will initially retain the Rayonier name and NYSE ticker “RYN,” with a new name and ticker to be announced later in the first quarter of 2026.

The merger positions the new company as the second‑largest publicly traded timber and wood‑products company in North America, offering investors a larger, more diversified asset base and a stronger dividend platform. While the timber and lumber markets can be cyclical, the combined company’s scale and operational leverage are expected to provide resilience and create long‑term value for shareholders.

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