Transaction Overview - Rayonier and PotlatchDeltic will merge in an all-stock transaction, with PotlatchDeltic shareholders receiving 1.7339x Rayonier shares for each PotlatchDeltic share[1,9] - The transaction represents an 825% premium to PotlatchDeltic, based on closing stock prices as of October 10, 2025[9] - Pro forma ownership will be 54% for Rayonier shareholders and 46% for PotlatchDeltic shareholders[9] - The combined company is expected to close in late first quarter or early second quarter of 2026[9] Synergies and Financial Impact - The merger is expected to generate $40 million in annual run-rate synergies, primarily from corporate and operating overhead cost savings[8,9] - The combined company will have a pro forma market capitalization of approximately $71 billion[8] - The pro forma net leverage ratio is estimated to be approximately 25x[8] Combined Company Assets - The combined company will own approximately 42 million acres of timberlands[8,15] - The combined company's timberlands include 3227K acres in the U S South and 931K acres in the U S Northwest[18] - PotlatchDeltic's wood products facilities have the capacity to produce 12BBF of lumber annually and 150MMSF of plywood annually[21] Real Estate - Rayonier and PotlatchDeltic have demonstrated improving HBU premium realizations as well as a shift toward higher-value development sales over the past decade[37,38] - Rayonier and PotlatchDeltic have 79K acres under option for solar projects[48] - Rayonier has 154K acres under CCS lease in TX, LA, and AL[48]

Company Overview - Rayonier's FY24 sales were $1,263.0 million[8] - Rayonier's FY24 Adjusted EBITDA was $298.8 million[8] - Rayonier manages approximately 2.5 million total acres of timberland[8] - Timber segments accounted for 68% of Rayonier's business[8] Real Estate Strategy - From 2021-2024, Rayonier's average HBU price per acre was $4,468, representing a 117% premium to NCREIF[35] - Rayonier has a high-value real estate development pipeline with development potential on approximately 120,000 acres[37] Land-Based Solutions - Rayonier reached approximately 39,000 acres under solar option by year-end 2024[58] - Rayonier reached approximately 154,000 acres under CCS lease by year-end 2024[74] - Utility solar installations are projected to require approximately 1.5 million acres through 2030[48] Financial Performance and Capital Allocation - Rayonier completed or announced $1.45 billion in dispositions[88] - Rayonier targets a net debt to Adjusted EBITDA ratio of ≤3.0x[88, 97] - Rayonier's pro forma net debt to 2025E Adjusted EBITDA is 0.6x[88, 95]