Rayonier Inc. Reit · NYSE:RYN
Rayonier Inc. Reit — Rayonier — Merger or Acquisition (November 2022)
28 slides from Rayonier Inc. Reit's merger presentation, Nov 2, 2022
Slide 1: Overview of U.S. South Acquisitions
OVERVIEW OF U.S. SOUTH ACQUISITIONS November 2022 Exhibit 99.2
Slide 2: Forward-Looking Statements and Non-GAAP Financial Measures
Overview of U.S. South Acquisitions | November 2022 Forward-Looking Statements and Non-GAAP Financial Measures Forward-Looking Statements – Certain statements in this press release regarding anticipated financial and other benefits of the acquisitions described herein (the “Acquisitions”), the expec
Slide 3: Acquisitions Overview
Overview of U.S. South Acquisitions | November 2022 Acquisitions Overview 2
Slide 4: Rayonier U.S. South Acquisitions – Executive Summary
Overview of U.S. South Acquisitions | November 2022 Rayonier U.S. South Acquisitions – Executive Summary 3 Weighted-average TimberMart-South (TMS) market ranking of 4.9 (out of 22 markets) Pro forma for Acquisitions, 72% of RYN’s U.S. South acreage in top quartile marketsSTRONG MARKETS 72% pla
Slide 5: Acquisitions Provide Enhanced Scale in Strong Markets
Overview of U.S. South Acquisitions | November 2022 Acquisitions Provide Enhanced Scale in Strong Markets 4 ~137,900 Acres Fee (TX / LA / AL / GA) | ~34,500 Acres Lease (GA)
Slide 6: Acquisitions Upgrade Quality of U.S. South Portfolio
Overview of U.S. South Acquisitions | November 2022 Acquisitions Upgrade Quality of U.S. South Portfolio 5 Productivity – Site Index (2) The Acquisitions will improve the overall quality of Rayonier’s U.S. South portfolio and will add meaningful scale in some of our strongest timber markets. Commerc
Slide 7: Acquisitions vs. NCREIF vs. RYN EBITDA Multiples
Overview of U.S. South Acquisitions | November 2022 19.9x 19.0x 33.2x 26.1x – 5.0x 10.0x 15.0x 20.0x 25.0x 30.0x 35.0x 40.0x 45.0x Acquisitions (Target EBITDA) NCREIF U.S. South (LTM EBITDA) Rayonier (2022E Adj. EBITDA) Enterprise Value / Adj. EBITDA (excl. Real Estate) Enterprise Value / Adj. EBITD
Slide 8: Rayonier Acquisitions (Fee-Only) vs. Recent Peer Deals
Overview of U.S. South Acquisitions | November 2022 Rayonier Acquisitions (Fee-Only) vs. Recent Peer Deals 7 Key metrics for Rayonier’s acquisitions compare favorably to other recent large-scale transactions in the U.S. South. Note: CatchMark (PCH) and Carolinas (WY) metrics based on publicly disclo
Slide 9: U.S. South Market Update
Overview of U.S. South Acquisitions | November 2022 U.S. South Market Update 8
Slide 10: RYN Concentrated in Strongest U.S. South Markets
Overview of U.S. South Acquisitions | November 2022 -10% -5% 0% 5% 10% 15% 20% 25% 30% 35% 40% – $5 $10 $15 $20 $25 $30 FL -1 FL -2 G A- 2 N C -2 AL -2 TX -2 VA -2 SC -2 LA -1 VA -1 G A- 1 TX -1 SC -1 LA -2 N C -1 AR -1 AL -1 M S- 2 AR -2 M S- 1 TN -1 TN -2 % Change 2020-21 RYN Concentrated in Stron
Slide 11: Relative Pricing in Top Markets Continues to Improve
Overview of U.S. South Acquisitions | November 2022 $8 $10 $12 $14 $16 $18 $20 $22 $24 $26 $28 1st Quartile 2nd Quartile 3rd Quartile 4th Quartile RYN Acquisitions (Weighted Average) Relative Pricing in Top Markets Continues to Improve 10 TimberMart-South Composite Stumpage Prices by Quartile The Ac
Slide 12: Significant Lumber Capacity Expansion in U.S. South
Overview of U.S. South Acquisitions | November 2022 Significant Lumber Capacity Expansion in U.S. South 11 Active Mill Expansion in the U.S. South (1) Lumber production and capacity in the U.S. South has grown significantly over the last several years. (1) Reflects mill capacity announced since 2017
Slide 13: U.S. South Lumber Capacity Gaining Market Share
Overview of U.S. South Acquisitions | November 2022 (US$ per MBF) U.S. South Lumber Capacity Gaining Market Share 12 Share of North American Lumber Capacity (1) The U.S. South has gained significant market share over the past 20+ years and is well- positioned moving forward as the lowest cost region
Slide 14: U.S. South Well-Positioned with Increased Market Share
Overview of U.S. South Acquisitions | November 2022 – 5% 10% 15% 20% 25% 30% 35% 40% – 10 20 30 40 50 60 70 80 20 00 20 01 20 02 20 03 20 04 20 05 20 06 20 07 20 08 20 09 20 10 20 11 20 12 20 13 20 14 20 15 20 16 20 17 20 18 20 19 20 20 20 21 20 22 E 20 23 (F la t) 20 23 (1 .4 m m ) 20 23 (1 .2 m m
Slide 15: Financing Considerations
Overview of U.S. South Acquisitions | November 2022 Financing Considerations 14
Slide 16: Sources & Uses / Pro Forma Capitalization
Overview of U.S. South Acquisitions | November 2022 15 Sources & Uses / Pro Forma Capitalization (1) Includes transaction / financing fees and expenses. (2) Includes $15.6 million of restricted cash held by like-kind exchange (LKE) intermediary, which we expect will be used to partially fund the Acq
Slide 17: Conservative Capital Structure & Financial Policy
Overview of U.S. South Acquisitions | November 2022 Conservative Capital Structure & Financial Policy 16 Credit Highlights & Ratio Targets Maintaining a conservative capital structure and maximizing usage of Farm Credit financing provides for an attractive cost of debt relative to underlying timberl
Slide 18: Adjusted EBITDA and Historical Leverage
Overview of U.S. South Acquisitions | November 2022 $208 $240 $291 $338 $248 $267 $330 $320 – $50 $100 $150 $200 $250 $300 $350 $400 2015 2016 2017 2018 2019 2020 2021 2022E Adjusted EBITDA Acquisitions a Adjusted EBITDA and Historical Leverage 17 Rayonier’s strong cash flow generation provides heal
Slide 19: Appendix: Detailed Maps by State
Overview of U.S. South Acquisitions | November 2022 Appendix: Detailed Maps by State 18
Slide 20: Georgia Properties
Overview of U.S. South Acquisitions | November 2022 Georgia Properties 19 Georgia Fee | 28,200 Acres The Georgia properties upgrade RYN’s portfolio (e.g., better overall access, expanded logging window, higher percent plantable) and are in some of the best U.S. South timber markets. Georgia Lease |
Slide 21: Alabama / Texas / Louisiana Properties
Overview of U.S. South Acquisitions | November 2022 Alabama / Texas / Louisiana Properties 20 Alabama | 35,300 Acres The Alabama, Texas, and Louisiana properties also upgrade RYN’s portfolio and provide meaningfully enhanced scale in attractive markets with strong non-timber income optionality. Texa
Slide 22: Appendix: Non-GAAP Measures & Reconciliations
Overview of U.S. South Acquisitions | November 2022 Appendix: Non-GAAP Measures & Reconciliations 21
Slide 23: Definitions of Non-GAAP Measures & Pro Forma Items
Overview of U.S. South Acquisitions | November 2022 Definitions of Non-GAAP Measures & Pro Forma Items 22 Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating income and expense, operat
Slide 24: Reconciliation of Net Debt
Overview of U.S. South Acquisitions | November 2022 Reconciliation of Net Debt 23 ($ in millions) 9/30/2022 2021 2020 2019 2018 2017 2016 2015 Current Maturities of Long-term Debt - $125.0 - $ 82.0 - $ 3.4 $ 31.7 - Long-term debt, net of deferred financing costs (excluding Timber Funds) 1,257.7 1,24
Slide 25: Reconciliation of Operating Income (Loss) to Adjusted EBITDA by Segment
Overview of U.S. South Acquisitions | November 2022 Reconciliation of Operating Income (Loss) to Adjusted EBITDA by Segment 24 ($ in millions) Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Real Estate Trading Corporate and Other Total 2021 Operating income $66.1 $6.8 $51.5
Slide 26: Reconciliation of Operating Income (Loss) to Adjusted EBITDA by Segment
Overview of U.S. South Acquisitions | November 2022 ($ in millions) Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Real Estate Trading Corporate and Other Total 2019 Operating income (loss) $57.8 ($12.4) $48.0 — $38.7 — ($25.1) $107.0 Depreciation, depletion & amortization
Slide 27: Reconciliation of Operating Income (Loss) to Adjusted EBITDA by Segment
Overview of U.S. South Acquisitions | November 2022 Reconciliation of Operating Income (Loss) to Adjusted EBITDA by Segment 26 ($ in millions) Southern Timber Pacific Northwest Timber New Zealand Timber Timber Funds Real Estate Trading Corporate and Other Total 2016 Operating income (loss) $43.1 ($4
Slide 28: Enterprise Value to Adj. EBITDA Multiple Calculations
Overview of U.S. South Acquisitions | November 2022 Enterprise Value to Adj. EBITDA Multiple Calculations 27 (1) Rayonier based on midpoint of 2022 guidance per Q2 2022 Financial Supplement. NCREIF index based on LTM actual results through 2Q22. Acquisitions based on projected 10-year average Adjust