Rayonier Inc. Reit · NYSE:RYN
Rayonier Inc. Reit — Rayonier — Merger or Acquisition (October 2025)
23 slides from Rayonier Inc. Reit's merger presentation, Oct 14, 2025
Slide 1: Merger of Equals
Merger of Equals Rayonier and PotlatchDeltic to Combine in an All-Stock Merger of Equals to Create a Leading Land Resources REIT OCTOBER 14, 2025
Slide 2: Cautionary Statement Regarding Forward-Looking Information
Cautionary Statement Regarding Forward-Looking Information This communication contains certain “forward-looking statements” within the meaning of federal securities laws. Words such as “anticipates,” “believes,” “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,”
Slide 3: Additional Information
Additional Information Important Additional Information about the Proposed Transaction and Where to Find It In connection with the proposed merger, Rayonier Inc. will file a registration statement on Form S-4, which will include a document that serves as a prospectus of Rayonier Inc. and a joint pro
Slide 4: Rayonier + PotlatchDeltic: Compelling Strategic & Financial Rationale
Rayonier + PotlatchDeltic: Compelling Strategic & Financial Rationale Strong Strategic Fit Compelling Financial Rationale Diversified timberland ownership with ~4.2 million acres in Significant value creation opportunity through synergies, highly attractive and productive regions; pro forma harv
Slide 5: Summary of Transaction Terms
Summary of Transaction Terms • Strategic merger-of-equals of Rayonier and PotlatchDeltic - PotlatchDeltic shareholders will receive 1.7339x shares in Rayonier for every 1 share in PotlatchDeltic - Represents an 8.25% premium to PotlatchDeltic based on the closing stock price for both companies as of
Slide 6: Experienced Leadership with Shared Focus on Value Creation
Experienced Leadership with Shared Focus on Value Creation Brings together talented teams and best practices from both companies Eric Cremers Mark McHugh Deep financial and Executive Chair President and CEO operational expertise • Current President and CEO of • Current President and CEO of Potla
Slide 7: Combination Creates a Leading Land Resources Company
Combination Creates a Leading Land Resources Company Pro Forma Combined Key Combination Benefits $MM, unless noted otherwise Market Capitalization (1) $3,922 $3,149 $7,071 Unlocks 2x scale LTM Adj. EBITDA (2) $224 $215 $439 / $479 (3) Strong pro forma LTM Net Leverage (2) 0.7x 4.4x 2.5x / 2.3x (
Slide 8: Attractive Combined Asset Base
Attractive Combined Asset Base SPOKANE, WA TIMBER WOOD PRODUCTS 301 BEMIDJI, MN • ~3.2MM acres in the • Six sawmills with ST. MARIES, ID GWINN, MI U.S. South, largely capacity to produce concentrated in top-tier 1.2BBF (1) of lumber 6 timber regions annually 624 • Majority of Northwest • One plywood
Slide 9: Timberlands: Diverse and Productive Holdings
Timberlands: Diverse and Productive Holdings U.S. South Ownership (3.2MM Acres) U.S. Northwest Ownership (931K Acres) Mississippi 4% South Carolina Oregon Louisiana • Loblolly, slash, and longleaf 5% 2% • Highly productive Douglas-fir, 1% pine forests that serve both Texas cedar, and western hemlock
Slide 10: Wood Products: Leading Producer with Focus on Operational Excellence
Wood Products: Leading Producer with Focus on Operational Excellence Top 10 U.S. Lumber Producer • Established position with scale • Strategic customer relationships • Track record of best-in-class profitability PotlatchDeltic Lumber vs. Leading Competitors St. Maries Bemidji Gwinn EBITDDA Margin Lu
Slide 11: Real Estate: Strong HBU Platform With Improving Dynamics
Real Estate: Strong HBU Platform With Improving Dynamics Average HBU Price per Acre Real Estate Sales Mix (3) 2015-2017 2021-2024 Price per Acre Rural / Other Development $4,468 15% (1) 44% $2,763 56% 85% 2015-2017 2021-2024 31% (2) $2,720 $1,779 100% 69% 2015-2017 2021-2024 Both Rayonier and Potlat
Slide 12: Real Estate: Development Projects Overview
Real Estate: Development Projects Overview Wildlight: Key Stats Heartwood: Key Stats Chenal Valley: Key Stats 2016 Project Start 2021 Project Start (2) 1985 Project Start • Status: Sales activity on upward trajectory • Status: Sales activity on upward trajectory • Status: Mature, with stable sales a
Slide 13: Land-Based Solutions / Natural Climate Solutions: Robust Combined Capabilities
Land-Based Solutions / Natural Climate Solutions: Robust Combined Capabilities (1) (1) Combined (1) 79K Acres under option Solar 45K Acres under option 34K Acres under option Substantial future growth potential Opportunity to enhance combined 154K acres under CCS lease in Potential pro
Slide 14: Combined Company Will Be One of the Largest Public Timber / Wood Products Companies
Combined Company Will Be One of the Largest Public Timber / Wood Products Companies Timber & Wood Products Sector Landscape Market Capitalization (1), $Bn Timber REITs Other Public Companies 17.3 7.1 6.2 6.0 3.9 3.1 3.2 1.0 0.3 + The Combined Company Will Become the 2nd Largest Publicly-Traded Timbe
Slide 15: Strong Pro Forma Balance Sheet With Significant Capital Allocation Capacity
Strong Pro Forma Balance Sheet With Significant Capital Allocation Capacity Pro Forma Capitalization Pro Forma Debt Maturity Profile $MM, unless noted otherwise $MM Conservative pro Significant flexibility for 846 Strong cash position forma leverage capital allocation Total Debt (1) Cash (1) N
Slide 16: Capital Allocation Priorities
Capital Allocation Priorities Maintain Financial Strategy Focused on Nimble Capital Allocation & Prudent Financial Management Maintain a Healthy • Committed to investment grade credit ratings Balance Sheet • Maintain Net Debt to Adjusted EBITDA leverage ratio below 3.0x target (1) Return Capital to
Slide 17: Dividend Considerations
Dividend Considerations • Committed to a sustainable dividend that grows over time • The combined company intends to pay a regular quarterly dividend that is in line with Rayonier’s Pro Forma Dividend current annual dividend of $1.09 per share (with such per share amount to be reduced to take into a
Slide 18: Continued Commitment to Corporate Responsibility
Continued Commitment to Corporate Responsibility (1) 39 Million Seedlings Planted 29 Million Seedlings Planted 77,951 Acres Regenerated 60,548 Acres Regenerated Sustainable Forestry Removed 7.8 Million M.T. (2) CO2e Removed ~7x More Carbon than Emitted 45K+ M.T. (2) CO2e Scope 1 & 38K+ M.T. (2) CO2e
Slide 19: Combination of Two Exceptional Land Resources Companies
Combination of Two Exceptional Land Resources Companies • Approximately 4.2MM acres of high-quality timberlands including 3.2MM acres in the U.S. South, the region offering the most upside potential from optimizing land-use • Additional scale enhances the ability of the combined company to participa
Slide 20: Appendix: Definitions & Reconciliations
Appendix: Definitions & Reconciliations
Slide 21: Rayonier Reconciliation of Operating Income (Loss) to Adjusted EBITDA by Segment
Rayonier Reconciliation of Operating Income (Loss) to Adjusted EBITDA by Segment Pacific Southern Northwest Corporate ($ in millions) Timber Timber Real Estate Trading and Other Total Last twelve months ending June 30, 2025 Operating Income $60.5 $1.9 $343.6 ($0.6) ($39.9) $365.5 Depreciation, deple
Slide 22: PotlatchDeltic Reconciliation of Operating Income (Loss) to Adjusted EBITDDA by Segment
PotlatchDeltic Reconciliation of Operating Income (Loss) to Adjusted EBITDDA by Segment Wood ($ in millions) Timberlands Products Real Estate Corporate Eliminations Total Last twelve months ending June 30, 2025 Operating Income (Loss) $87.4 ($26.3) $48.5 ($50.7) $3.4 $62.4 Depreciation, depletion &
Slide 23: Non-GAAP Definitions
Non-GAAP Definitions “Adjusted EBITDA” is a non-GAAP measure and is calculated as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non- operating expense, income (loss) from operations of discontinued operations, gain on sale