Rayonier Inc. Reit · NYSE:RYN
Rayonier Inc. Reit — PotlatchDeltic — Merger or Acquisition (May 2022)
16 slides from Rayonier Inc. Reit's merger presentation, May 31, 2022
Slide 1: PotlatchDeltic Merger with CatchMark
PotlatchDeltic Merger with CatchMark May 31, 2022 Eric Cremers Brian Davis PotlatchDeltic Corporation CatchMark Timber Trust, Inc. President & Chief Executive Officer President & Chief Executive Officer 1
Slide 2: Additional Information & Forward-Looking Statements
Additional Information & Forward-Looking Statements IMPORTANT ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION This communication is being made in respect of the proposed merger transaction involving PotlatchDeltic Corporation (“PotlatchDeltic) and CatchMark Timber Trust, Inc. (“CatchMark”). Th
Slide 3: Additional Information & Forward-Looking Statements
Additional Information & Forward-Looking Statements CAUTION ABOUT FORWARD-LOOKING STATEMENTS Statements made in this communication and related statements that express PotlatchDeltic’s, CatchMark’s or their respective management’s intentions, hopes, indications, beliefs, expectations, or predictions
Slide 4: Compelling Strategic and Financial Rationale
Compelling Strategic and Financial Rationale The combination creates significant strategic and financial opportunities beyond what could be achieved by either company on a standalone basis. Strategic Rationale Financial Rationale Diversified timberland ownership of ~2.2 Combined market capitalizatio
Slide 5: Complementary Businesses
Complementary Businesses PotlatchDeltic CatchMark 119-year-old forest products company 17-year-old timberland owner structured as a structured as a REIT REIT 1.8 million timberland acres diversified across First publicly traded pure play timber REIT four southern states and Idaho Top-10 U.S. lumber
Slide 6: Summary of Key Merger Terms
Summary of Key Merger Terms Merger Structure Stock-for-stock merger with 0.23 PCH shares issued for each CTT share Pro forma ownership: PCH stockholders 86%, CTT stockholders 14% Management & Chairperson: Mike Covey Board President & CEO: Eric Cremers 10 member Board of Directors: 9 from PCH; 1 from
Slide 7: PotlatchDeltic and CatchMark Combined Portfolio
PotlatchDeltic and CatchMark Combined Portfolio LITTLE ROCK OLA WARREN SPOKANE, WA WALDO BEMIDJI GWINN ST. MARIES LITTLE ROCK Legend OLA WARREN CatchMark WALDO Timberlands Headquarters PotlatchDeltic Timberlands Wood Products Facilities Chenal Real Estate Headquarters 7
Slide 8: High Quality Timberland Portfolio With Increased Geographic Diversity
High Quality Timberland Portfolio With Increased Geographic Diversity The combined company will have a diversified timberland base of ~2.2 million acres, including ~70% in highly productive and strengthening southern markets. PotlatchDeltic Ownership1 Combined Ownership1,2 Idaho, 35% Arkansas, 53% I
Slide 9: CatchMark’s Timberlands Are Located in Some of the Strongest Markets in the U.S. South
CatchMark’s Timberlands Are Located in Some of the Strongest Markets in the U.S. South Investments in manufacturing capacity in CatchMark’s markets have created tight growth-to-drain dynamics. This trend is expected to continue. 2020 2025 9
Slide 10: CatchMark Operates in Some of the Best Pricing Regions in the U.S. South
CatchMark Operates in Some of the Best Pricing Regions in the U.S. South CatchMark realized significant sawlog price increases in the second half of 2021 and year-to-date 2022. Rolling 4-quarter Pine Sawlog Price1 Rolling 4-Quarters Pine Pulpwood Price1 $40 $25 $35 $20 $30 US South Average $25 $15 $
Slide 11: Proximity of CatchMark’s Timberlands to Large Population Centers Creates Meaningful Real Estate Opportunities
Proximity of CatchMark’s Timberlands to Large Population Centers Creates Meaningful Real Estate Opportunities There is opportunity to capture higher value in rural real estate sales. Charlotte 2.7 million Greenville Notable PotlatchDeltic 0.9 million rural real estate Columbia transactions: Atlanta
Slide 12: Synergies Expected to Significantly Increase CAD
Synergies Expected to Significantly Increase CAD We expect to achieve estimated annual CAD1 synergies of $16 million on a run-rate basis within one year. Category Additional CAD Description Timberlands ~20% Insource timberland management Management Efficiently manage public company costs across a la
Slide 13: Capital Allocation
Capital Allocation The combination of CatchMark and PotlatchDeltic unlocks opportunities to grow shareholder value. Returning cash to shareholders remains our Utilizing forward-starting interest rate swaps top capital allocation priority reduces interest expense on CatchMark debt to below-market rat
Slide 14: Combining Two Great Companies
Combining Two Great Companies Highly complementary businesses with increased scale and diversification Enter log markets that are among the strongest in the U.S. South Expanded bolt-on growth opportunities Timber REIT with the most leverage to lumber prices and aligned with robust industry fundament
Slide 15: Definitions
Definitions Total Adjusted EBITDDA is a non-GAAP measure and is calculated as net income adjusted for interest expense, income taxes, depletion, depreciation and amortization, basis of real estate sold, non-operating pension and other post-retirement benefit costs, pension settlement charge, gains a
Slide 16: Eric Cremers Brian Davis
PotlatchDeltic Merger with CatchMark Eric Cremers Brian Davis PotlatchDeltic Corporation CatchMark Timber Trust, Inc. May 31, 2022 President & Chief Executive Officer President & Chief Executive Officer 16