Rayonier Inc. and PotlatchDeltic Corporation Announce $8.2 Billion Merger

Rayonier Inc. and PotlatchDeltic Corporation have announced a definitive agreement to merge in an all-stock transaction valued at approximately $8.2 billion, including net debt. This strategic consolidation will create the second-largest publicly traded timber and wood products company in North America, managing approximately 4.2 million acres of timberland across 11 U.S. states.

Under the terms of the agreement, PotlatchDeltic shareholders will receive 1.7339 common shares of Rayonier for each share of PotlatchDeltic stock. This exchange ratio implies a price of $44.11 per PotlatchDeltic share, representing an 8.25% premium over its closing stock price on October 10, 2025. Upon completion, Rayonier shareholders will own approximately 54% of the combined company, while PotlatchDeltic shareholders will hold about 46%.

The combined entity will operate under a new name, to be announced prior to closing, with corporate headquarters in Atlanta, Georgia. Significant regional offices will be maintained in Wildlight, Florida, and Spokane, Washington. Rayonier's CEO, Mark McHugh, will lead the new company, with PotlatchDeltic's CEO, Eric Cremers, serving as Executive Chair for a transitional two-year period.

Operationally, the merger will result in a diversified timberland portfolio of approximately 4.2 million acres, including 3.2 million acres in the U.S. South and 931,000 acres in the U.S. Northwest. The combined company will also operate seven wood products manufacturing facilities.

The transaction is expected to generate approximately $40 million in annual run-rate synergies within 24 months post-closing. The combined company is expected to have a strong pro forma balance sheet with estimated net debt to last twelve months adjusted EBITDA of roughly 2.5x and net debt to enterprise value of less than 15%.

The merger comes amid volatility in lumber markets, influenced by factors such as new U.S. tariffs on softwood imports and reduced sawmill production due to a weakening housing market. By combining resources, the new entity aims to achieve greater scale and operational efficiency to navigate these challenges.

The transaction is subject to regulatory approvals and shareholder votes from both companies. The deal is expected to close in late first quarter or early second quarter next year.

This merger represents a significant consolidation in the timber industry, creating a robust player capable of leveraging strategic resources and enhancing market dynamics in a challenging economic environment.