RAYONIER INC 8-K

What Happened

• Rayonier Inc. filed an 8‑K (Item 8.01) on Jan 16, 2026 supplementing the joint proxy statement/prospectus for its Oct 13, 2025 merger agreement with PotlatchDeltic Corporation. The S‑4 was filed Dec 10, 2025 and declared effective Dec 23, 2025; both companies will hold shareholder meetings on Jan 27, 2026.
• The filing discloses three lawsuits (Siegel v. Alonzo in Spokane County, WA; Walsh v. PotlatchDeltic, No. 650070/2026, and Miller v. PotlatchDeltic, No. 650168/2026 in New York County) and several demand letters alleging disclosure deficiencies in the Joint Proxy Statement/Prospectus. Rayonier and PotlatchDeltic deny the allegations but voluntarily provided supplemental disclosures to moot claims and avoid delay or distraction.
• The supplements add detail to financial analyses by Morgan Stanley and BofA Securities, including discounted cash flow inputs, analyst target ranges, selected peer groups, net debt and share counts used in per‑share calculations.

Key Details

• Shareholder meeting date: January 27, 2026 (both companies). Registration S‑4 effective: December 23, 2025. Merger Agreement date: October 13, 2025.
• Morgan Stanley DCF inputs/outputs: perpetuity growth 3.50%–4.00%; discount rate ~7.0%; implied PotlatchDeltic per‑share illustrative range $81.65–$95.25. For Rayonier, Morgan Stanley implied range $47.55–$55.80.
• Analyst price targets reviewed: Rayonier undiscounted $27.00–$37.00 (mean $30.00); PotlatchDeltic undiscounted $45.00–$55.00 (mean $50.57). Discounted one‑year present‑value ranges reported for each.
• BofA inputs: PotlatchDeltic net debt $1,041M and 78.252M fully diluted shares; Rayonier net debt $132M and 156.639M fully diluted shares. BofA used perpetuity growth and discount rate ranges by segment and noted estimated cost savings NPV $352M–$416M (used in pro forma analysis).

Why It Matters

• These supplemental disclosures give investors clearer, specific valuation inputs and ranges used by each financial advisor, which can affect how shareholders assess the merger consideration and whether to vote in favor.
• The disclosure of pending lawsuits and demand letters highlights litigation risk that could lead to delay, additional costs, or further disclosure amendments—although both companies state they deny the claims and provided supplements voluntarily.
• Retail investors should review the joint proxy statement/prospectus (and these supplements) before voting on Jan 27, 2026 and monitor any additional filings or announcements related to litigation or closing conditions.