RAYONIER INC — Capital/Financing Update 2020

Sep 10, 2020

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

September 10, 2020

COMMISSION FILE NUMBER 1-6780 (Rayonier Inc.)

COMMISSION FILE NUMBER: 333-237246 (Rayonier, L.P.)

RAYONIER INC .

Incorporated in the State of North Carolina

I.R.S. Employer Identification Number 13-2607329

RAYONIER, L.P.

Incorporated in the State of Delaware

I.R.S. Employer Identification Number 91-1313292

1 Rayonier Way

Wildlight , Florida 32097

(Principal Executive Office)

Telephone Number: ( 904 ) 357-9100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value , of Rayonier Inc.	RYN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Rayonier Inc.:	Emerging growth company	☐
Rayonier, L.P.:	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Rayonier Inc.:	☐
Rayonier, L.P.:	☐

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Item 1.01.	Entry into a Material Definitive Agreement.	2
Item 9.01.	Financial Statements and Exhibits.	3
	Signature	4

EXPLANATORY NOTE

This current report on Form 8-K combines disclosure in respect of Rayonier Inc., a North Carolina corporation (“Rayonier” or the “Company”), and Rayonier, L.P., A Delaware limited partnership (“Operating Partnership”). Rayonier elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, commencing with its taxable year ended December 31, 2004. The Company is structured as an umbrella partnership REIT under which substantially all of its business is conducted through Operating Partnership. Rayonier is the sole general partner of Operating Partnership. On May 8, 2020, Operating Partnership acquired Pope Resources, a Delaware Limited Partnership, and issued approximately 4.45 million operating partnership units (“OP Units”) of Operating Partnership as partial merger consideration. These OP Units are generally considered to be economic equivalents to shares of Rayonier common stock (as defined below) and receive distributions equal to the dividends paid on the shares of common stock.

As of June 30, 2020, the Company owned a 96.8% interest in Operating Partnership, with the remaining 3.2% interest owned by limited partners of Operating Partnership. As the sole general partner of Operating Partnership, Rayonier has exclusive control of the day-to-day management of Operating Partnership.

Rayonier and Operating Partnership are operated as one business. The management of Operating Partnership consists of the same members as the management of the Company. As general partner with control of Operating Partnership, Rayonier consolidates Operating Partnership for financial reporting purposes, and has no material assets or liabilities other than its investment in Operating Partnership.

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Item 1.01 Entry into a Material Definitive Agreement.

On September 10 , 2020, the Company and Operating Partnership entered into a Distribution Agreement (the “Distribution Agreement”) with Citigroup Global Markets Inc., Credit Suisse Securities (USA), LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Raymond James & Associates, Inc., as sales agents and/or principals (the “Agents”). Under the terms of the Distribution Agreement, the Company may sell its common shares, no par value (“common shares”), from time to time, to or through the Agents, up to an aggregate offering price of $300,000,000 (the “Offering”). Offers and sales, if any, may be made by means of ordinary brokers’ transactions on or through the New York Stock Exchange, or any other existing trading market for the Company’s common shares in the United States or to or through a market maker, or otherwise at market prices prevailing at the time of sale, in negotiated transactions, or any method that is deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and as otherwise agreed with the applicable Agent, including in block transactions or any other method permitted by law. Pursuant to the Distribution Agreement, the Company will pay the Agents an aggregate fee of no greater than 2% of the gross sales price per share for the shares sold through the Agents.

The Company intends to use the net proceeds from any sales of its common shares resulting from the Offering for general corporate purposes, including repaying indebtedness or funding acquisitions. Net proceeds used to repay indebtedness may be applied to amounts outstanding on the Company’s incremental term loan agreement maturing in May 2026 and 2020 incremental term loan agreement maturing in June 2025.

The Company is not obligated to sell, and the Agents are not obligated to buy or sell, any shares under the Distribution Agreement. No assurance can be given that the Company will sell any shares under the Distribution Agreement, or, if it does, as to the price or amount of shares that it sells, or the dates when such sales will take place.

The shares will be offered pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-[●]), which was automatically effective under the Securities Act on September 10 , 2020 upon filing (the “Registration Statement”).

A copy of the Distribution Agreement is filed as Exhibit 1.1 to this current report on Form 8-K, and the information in the Distribution Agreement is incorporated into this Item 1.01 by reference. The representations, warranties and covenants made by the Company in the Distribution Agreement were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreement, and should not be deemed to be a representation, warranty or covenant to anyone who is not a party thereto. Moreover, such representations, warranties or covenants were made only as of specified dates. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of the Company’s affairs. The foregoing description of the Distribution Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to Exhibit 1.1.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The Distribution Agreement listed below and filed as Exhibit 1.1 to this report, as well as the other materials that are being filed as exhibits to this report, are being filed pursuant to Item 601 of the Securities and Exchange Commission’s (the “Commission”) Regulation S-K in lieu of filing the otherwise required exhibits to the Registration Statement. This report is incorporated by reference into the Registration Statement, and, as such, the Company are incorporating by reference the exhibits to this report to cause them to be incorporated by reference into the Registration Statement as exhibits thereto. By filing this report, and the exhibits hereto, however, the Company does not believe that any of the information set forth herein or in the exhibits hereto represent, either individually or in the aggregate, a “fundamental change” (as such term is used in Item 512(a)(1)(ii) of the Commission’s Regulation S-K) in the information set forth in, and incorporated by reference into, the Registration Statement.

Exhibit No.	Exhibit Description
1.1	Distribution Agreement, dated September 10 , 2020, by and among the Company, Operating Partnership, Citigroup Global Markets Inc., Credit Suisse Securities (USA), LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Raymond James & Associates, Inc.
5.1	Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
23.1	Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. (included in Exhibit 5.1).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RAYONIER INC.
BY:	/s/ MARK R. BRIDWELL
	Mark R. Bridwell
	Vice President, General Counsel and Corporate Secretary
	RAYONIER, L.P.
BY:	/s/ MARK R. BRIDWELL
	Mark R. Bridwell
	Vice President, General Counsel and Corporate Secretary

September 10 , 2020

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