POTLATCHDELTIC CORP 8-K

What Happened
PotlatchDeltic Corporation (PCH) filed an 8-K on Jan 16, 2026 confirming its previously announced merger agreement dated Oct 13, 2025 with Rayonier Inc., under which PotlatchDeltic will merge into Rayonier’s wholly owned Merger Sub. Rayonier’s Form S-4 (filed Dec 10, 2025) and the joint proxy/prospectus were declared effective on Dec 23, 2025; both companies have scheduled special meetings of shareholders for Jan 27, 2026. Following shareholder complaints and demand letters, PotlatchDeltic and Rayonier say they believe the claims lack merit but are voluntarily supplementing the joint proxy/prospectus to address alleged disclosure deficiencies (without admitting liability).

Key Details

• Litigation/demand notices: three lawsuits filed challenging the merger (Siegel v. Alonzo in Spokane County, WA; Walsh and Miller in NY Supreme Court) plus various shareholder demand letters.
• Morgan Stanley DCF updates: PotlatchDeltic implied per-share illustrative value $81.65–$95.25 (perpetuity growth 3.50%–4.00%; discount rate 7.0%); Rayonier implied range $47.55–$55.80 (growth 3.50%–4.0%; discount rate 6.7%).
• Analyst price targets reviewed (undiscounted): Rayonier $27–$37 (mean $30); PotlatchDeltic $45–$55 (mean $50.57). Discounted illustrative ranges: Rayonier $25.05–$34.35; PotlatchDeltic $41.45–$50.65.
• BofA analyses: used selected comps and multiples (e.g., PotlatchDeltic timberlands 15.0x–17.0x; wood products 6.0x–7.0x), deducted net debt $1,041M and divided by 78.252M fully diluted PotlatchDeltic shares; Rayonier net debt used $132M and 156.639M fully diluted shares. Pro forma: ~46% ownership for PotlatchDeltic holders based on ~135.680M Rayonier shares to be issued; estimated NPV of cost savings $352M–$416M (discount rates 8.5%–10.0%).

Why It Matters
This filing confirms the transaction timetable (special meetings Jan 27, 2026) and responds to shareholder litigation and demand letters by supplementing financial and valuation disclosures—steps intended to avoid delays to the merger vote. Investors should note the updated valuation ranges, the cited cost-savings NPV, and the disclosed net debt and share counts used in advisor analyses, all of which affect how the merger consideration and pro forma ownership were calculated. Copies of the joint proxy/prospectus and supplements are available on the companies’ websites and the SEC’s EDGAR system for those deciding how to vote or whether to retain/adjust positions.