Investor Presentation
Pope Resources Transaction Closing Details
Preliminary Unitholder Vote / Election Results
Pope Unitholder Voting Results
■ 72.9% of units outstanding voted at the special meeting
■ 98.9% of those units voting at the special meeting voted to
approve the merger
Preliminary Consideration Election Results
■ 10.2% of units elected Rayonier stock
■ 10.7% of units elected Opco units
■ 79.1% of units elected cash (subject to proration)
Preliminary Consideration Breakdown (w/ Proration)
$169.5 million of cash
- Includes $10 million consideration for GP interests
■ 7.1 million Rayonier common shares
■ 4.6 million Opco units
Transaction Valuation / Financing Overview
($ in millions, except per share amounts)
Pope Units Acquired (MMS)
Pope Units Outstanding @ 4/30/20
(-) Pope Units Owned by Rayonier
Net Units Acquired @ Closing
Implied Price per Unit @ Closing
4.367
(0.114)
4.252
Rayonier Shares / Opco Units Issued per Pope Unit
2.751
Rayonier Closing Share Price on 5/7/20
$24.01
$37.50
$103.55
Cash Consideration per Pope Unit
Implied Price per Pope Unit Acquired @ Closing
Implied Transaction Valuation
Implied Total LP Consideration
(1)
Pope Net Debt @ 3/31/2020 (2)
GP Consideration
Total Consideration + Net Debt
Equity Financing
Total Number of Shares / Opco Units Issued (MMS)
Rayonier Closing Share Price on 5/7/20
Implied Value of Equity Financing
Debt Financing
New Incremental Term Loan
Pope Resources Debt Assumed
Total Incremental Debt Financing
$440.3
10.0
101.8
$552.1
11.7
$24.01
$280.9
$250.0
45.0
$295.0
The previously announced Pope Resources acquisition closed on May 8, 2020.
(1)
Excludes units already owned by Rayonier.
Rayonier
(2) Excludes net debt of Timber Funds business.
Investor Presentation | May 2020
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