Rayonier Inc. Reit · NYSE:RYN

Rayonier Inc. Reit — Potlatch — Merger or Acquisition (October 2017)

14 slides from Rayonier Inc. Reit's merger presentation, Oct 23, 2017

  1. Slide 1: PotlatchDeltic

    PotlatchDeltic October 23, 2017 Mike Covey John Enlow Potlatch Chairman & Deltic President & Chief Executive Officer Chief Executive Officer

  2. Slide 2: Additional Information & Forward-Looking Statements

    Additional Information & Forward- Looking Statements ADDITIONAL INFORMATION This communication is being made in respect of the proposed merger transaction involving Potlatch Corporation (“Potlatch”) and Deltic Timber Corporation (“Deltic”). This communication does not constitute an offer to sell or

  3. Slide 3: Additional Information & Forward-Looking Statements

    Additional Information & Forward- Looking Statements CAUTION ABOUT FORWARD-LOOKING STATEMENTS This communication contains certain forward-looking information about Potlatch and Deltic that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securitie

  4. Slide 4: Compelling Strategic and Financial Rationale

    Compelling Strategic and Financial Rationale Merger presents significant strategic and financial opportunities beyond what could be achieved by each company on a standalone basis Strategic Rationale Financial Rationale • Combined company will have a diversified timberland • Combined market capitaliz

  5. Slide 5: Complementary Businesses

    Complementary Businesses • 114 year old forest products firm structured • 60+ year operational history in Arkansas, as a REIT structured as a C-Corporation • 1.4 million timberland acres diversified across • 530,000 Southern timberland acres, mostly 3 southern states, Idaho, and Minnesota in Arkansa

  6. Slide 6: Summary of Key Merger Terms

    Summary of Key Merger Terms • Stock-for-stock merger with 1.80 PCH shares issued for each DEL share Merger Structure • Pro Forma Ownership: PCH stockholders 65%, DEL stockholders 35% • Chairman and CEO: Mike Covey Management & • President and COO: Eric Cremers Board • Vice Chairman: John Enlow • 12

  7. Slide 7: PotlatchDeltic Combined Portfolio

    PotlatchDeltic Combined Portfolio Spokane Spokane                                                                            Arkansas Arkansas

  8. Slide 8: Combined Timberland Portfolio

    Combined Timberland Portfolio The combined company will have a diversified timberland base of approximately 2 million acres including a large component of highly productive southern timberland COMBINED 1.9 MILLION ACRES Idaho 0.6 million acres Idaho US South 1.4 MILLION ACRES 33% 0.6 million acres 0

  9. Slide 9: Combined Lumber Manufacturing Assets

    Combined Lumber Manufacturing Assets Lumber production capacity will be 1.2 BBF for the combined company and will be heavily weighted to high-margin southern yellow pine production COMBINED 1.2 BBF CAPACITY Inland Inland 210 MMBF Great Lakes 330 MMBF 18% 750 MMBF CAPACITY (1) 210 MMBF SYP 210 MMBF G

  10. Slide 10: Complementary Real Estate Expertise to Capture Additional Value

    Complementary Real Estate Expertise to Capture Additional Value Opportunity to capture further upside across the combined timberland portfolio • The Potlatch and Deltic teams offer complementary real estate experience • Rural and recreational land stratification capabilities • High-value residential

  11. Slide 11: Synergies & Operational Efficiencies Expected to Significantly Increase CAD

    Synergies & Operational Efficiencies Expected to Significantly Increase CAD Category Additional CAD Description 1 • Increase harvest to levels in-line with industry standard 3.5 – 4.0 tons/acre Harvest Increase ~20% • High proportion of high-value sawlog harvest from over-mature natural stands 2 Exp

  12. Slide 12: Pro Forma 2017E CAD Bridge

    Pro Forma 2017E CAD Bridge SignificantSignificant growth in cash available growth for available in cash distribution for distribution expected ~25% $183 million ~20% ~35% (1) ~20% PotlatchDeltic $133 million Combined 2017E Harvest Increase Expand Lumber REIT Tax Savings SG&A Synergies 2017E with Run

  13. Slide 13: Capital Allocation

    Capital Allocation A strong pro forma balance sheet allows PotlatchDeltic to return capital to stockholders and pursue additional growth opportunities • Earnings & profits purge for Deltic REIT conversion • One-time dividend estimated at ~$250 million(1) consisting of 80% stock and 20% cash will be

  14. Slide 14: Combining Two Great Companies

    Combining Two Great Companies The merger creates a timber REIT with a productive and diverse timberland portfolio, a leading lumber manufacturing operation, and a high margin real estate business • Highly complementary businesses with significantly increased scale • Compelling cost synergies and ope

Potlatch — Merger or Acquisition (October 2017) on 6ix