Rayonier Inc. Reit · NYSE:RYN
Rayonier Inc. Reit — Rayonier — Merger or Acquisition (January 2020)
15 slides from Rayonier Inc. Reit's merger presentation, Jan 15, 2020
Slide 1: Pope Resources Acquisition
January 2020 Pope resources acquisition Exhibit 99.2
Slide 2: Forward-Looking Statements
Forward-Looking Statements Forward-Looking Statements - Certain statements in this presentation regarding anticipated financial outcomes including Rayonier’s earnings guidance, if any, business and market conditions, outlook, expected dividend rate, Rayonier’s business strategies, including expected
Slide 3: Forward-Looking Statements (continued)
Forward-Looking Statements (continued) Important Additional Information and Where to Find It - In connection with the proposed merger, Rayonier and its subsidiary, Rayonier Operating Partnership LP, will file with the SEC a registration statement on Form S-4 to register the shares of Rayonier common
Slide 4: Rayonier to Acquire Pope Resources
Rayonier to Acquire Pope Resources (1) Includes approx. 6,000 acres representing long-term timber deeds, timber reservations from prior land sales, and lands located within real estate project areas. “Look-through” represents pro-rata ownership of the funds. Excludes transaction costs and costs requ
Slide 5: Summary of Transaction & Key Terms
Summary of Transaction & Key Terms (1)Based on Pope Resources units outstanding of 4.367 million (as of 1/14/20) and net debt of $91.5 million (as of 9/30/19). Assumes 70% of units are exchanged for equity consideration and 30% of units are exchanged for cash consideration. Rayonier value per share
Slide 6: Pope Resources – Company Overview
Pope Resources – Company Overview (1) Includes approx. 6,000 acres representing long-term timber deeds, timber reservations from prior land sales, and lands located within real estate project areas. (2)Pope partnership / fee timber 35+ year old merchantable volume projected as of 12/31/2019. Based o
Slide 7: Pope Timberlands Complement Existing PNW Ownership
Pope Timberlands Complement Existing PNW Ownership Western Washington and NW Oregon Ownership Pope Resources’ timberlands are in strong and diverse log markets that overlap with Rayonier’s existing customer base, providing scale benefits and operational efficiencies. SW Oregon and Northern Californi
Slide 8: Pope Timberlands Significantly Enhance Rayonier Portfolio
RYN 12% 14% 15% 11% 8% 10% 16% 15% POPE 14% 8% 10% 10% 14% 7% 16% 21% Pope Timberlands Significantly Enhance Rayonier Portfolio Pro Forma Sustainable Yield (1) Pope Resources’ partnership timberland complements Rayonier’s existing age-class distribution and materially upgrades the quality of our Pac
Slide 9: Pope Timberlands Generate Strong EBITDA vs. Peers
Pope Timberlands Generate Strong EBITDA vs. Peers Northwest EBITDA* / Ton Pope Resources’ timberlands generate strong EBITDA* per ton and EBITDA* per acre, driven by an older age-class distribution, favorable species mix, lower logging costs and strong non-timber income. Source:WY EBITDA based on hi
Slide 10: Overview of Pope Fund Business & Co-Investment
Overview of Pope Fund Business & Co-Investment (1) Source: Pope Resources May 2019 Investor Presentation. Three separate funds comprising 141,000 total acres Current AUM of $545 million based on most recent third-party appraisals Implied value of Pope co-investment: $59 million (net of fund debt) At
Slide 11: Overview of Pope Real Estate Development Business
Overview of Pope Real Estate Development Business Pope Resources’ real estate portfolio is well-positioned to capitalize on Seattle’s growing population, job and housing markets. 1 2 4 5 3 Pope Real Estate Portfolio Location Map Gig Harbor – Successful mixed-use community in final stages of developm
Slide 12: Appendix
Rayonier Appendix
Slide 13: Overview of UPREIT Structure
Overview of UPREIT Structure Substantially all of the assets of the REIT are owned through an operating partnership (OP) UPREIT allows Pope unitholders to transfer interests to the REIT without current taxation OP Units can be converted to cash or REIT shares (at Rayonier’s option), subject to certa
Slide 14: Definitions of Non-GAAP Measures
Definitions of Non-GAAP Measures 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, costs related to shareholder litigation, the gain on foreign currency derivativ
Slide 15: Non-GAAP Measures
Non-GAAP Measures* Reconciliation of Pacific Northwest Segment Operating Income (Loss) to EBITDA (1) Non-GAAP measure (See Appendix for Definition). *Rayonier has presented forward-looking statements regarding Adjusted EBITDA and Cash Available for Distribution (CAD). These non-GAAP financial measur