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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)
December 2, 2024
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 obligations of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 Securities Exchange Act of 1934:
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| Title of each class | Trading Symbol | Exchange |
| 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).
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| Rayonier Inc.: | Emerging growth company | ☐ |
| Rayonier, L.P.: | Emerging growth company | ☐ |
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| 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.: | ☐ |
TABLE OF CONTENTS
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| Item 7.01 | | | | |
| Item 8.01 | | | | |
| Item 9.01 | | | | |
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On December 2, 2024, the Company posted an investor presentation providing information on a one-time, special dividend on the Company’s website at www.rayonier.com. A copy of the presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On December 2, 2024, Rayonier Inc. issued a press release announcing that its board of directors had declared a one-time, special dividend of $1.80 per common share. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
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| ITEM 9.01. | Financial Statements and Exhibits. |
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| Exhibit No. | | Exhibit Description |
| 99.1 | | | |
| 99.2 | | | |
| 104 | | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of l934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | RAYONIER INC. |
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| BY: | | /s/ MARK R. BRIDWELL |
| | Mark R. Bridwell |
| | Senior Vice President, General Counsel and Corporate Secretary |
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| | RAYONIER, L.P. |
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| | By: RAYONIER INC., its sole general partner |
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| BY: | | /s/ MARK R. BRIDWELL |
| | Mark R. Bridwell |
| | Senior Vice President, General Counsel and Corporate Secretary |
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December 2, 2024
Rayonier Declares Special Dividend of $1.80 Per Share Payable
25% in Cash and 75% in Common Shares
WILDLIGHT, Fla. – (BUSINESS WIRE) – December 2, 2024 – Rayonier Inc. (the “Company” or “Rayonier”) (NYSE:RYN) announced today that the Company’s board of directors has declared a one-time, special dividend of $1.80 per common share, consisting of a combination of cash and the Company's common shares. The dividend is payable on January 30, 2025 to shareholders of record on December 12, 2024.
The special dividend is being made in connection with the taxable gains arising from the $495 million of timberland dispositions the Company completed during the fourth quarter as part of its previously announced asset disposition and capital structure realignment plan.
The cash component of the special dividend (other than cash paid in lieu of fractional shares) will not exceed 25% in the aggregate, with the balance payable in the Company’s common shares. The Company expects the dividend will be a taxable dividend, regardless of whether received in the form of cash or common shares.
“The substantial progress we made on our disposition plan this year is allowing us to return cash to our shareholders while also providing us with considerable capital allocation capacity to act opportunistically to enhance long-term shareholder value going forward,” said Mark McHugh, President and Chief Executive Officer. “By using both cash and shares to comply with our REIT taxable income distribution requirements, we will retain significant flexibility to further reduce leverage, execute on share repurchases, or fund other future capital allocation priorities.”
Shareholders will be asked to make an election to receive the dividend all in cash or all in common shares. To the extent that more than 25% of cash is elected in the aggregate, the cash portion will be prorated among the shareholders electing to receive cash. Shareholders who elect to receive the dividend in cash will receive a cash payment of at least $0.45 per common share. Shareholders who do not make an election will receive the dividend 25% in cash and 75% in common shares. The number of common shares issued as a result of the dividend will be calculated based on the volume weighted average trading prices of the Company's common shares on the New York Stock Exchange on January 17, January 21, and January 22, 2025.
An information letter and election form will be mailed to shareholders of record after the record date. The properly completed election form to receive cash or common shares must be received by Computershare Trust Company, N.A., the Company's transfer agent, prior to 5:00 p.m. Eastern Time on January 16, 2025. Registered shareholders with questions regarding the dividend election may call Computershare Trust Company, N.A. at (800) 659-0158, or (201) 680-6578 for international callers. Shareholders who hold their shares through a bank, broker or nominee and have questions regarding the dividend election should contact such bank, broker or nominee, who will also be responsible for distributing to them the letter and election form and submitting the election form on their behalf.
The Company also announced today that the Company’s board of directors, in its capacity as the board of directors of the general partner of Rayonier, L.P., has declared a one-time, special distribution to holders of operating partnership units of (i) an aggregate number of operating partnership units that would result in
1 Rayonier Way, Wildlight, FL 32097 904-357-9100
the Company receiving a number of operating partnership units corresponding to the aggregate number of the Company’s common shares issued to shareholders in the special dividend and (ii) an aggregate amount of cash equal to an amount that would result in the Company receiving the aggregate amount of cash payable to shareholders in the special dividend.
Additional details regarding the special dividend can be found in a supplemental presentation posted to Rayonier’s website.
About Rayonier
Rayonier is a leading timberland real estate investment trust with assets located in some of the most productive softwood timber growing regions in the United States and New Zealand. As of September 30, 2024, Rayonier owned or leased under long-term agreements approximately 2.7 million acres of timberlands located in the U.S. South (1.84 million acres), U.S. Pacific Northwest (417,000 acres) and New Zealand (411,000 acres). On November 6, 2024, the Company announced dispositions comprising approximately 91,000 acres in the U.S. South and 109,000 acres in the U.S. Pacific Northwest. More information is available at www.rayonier.com.
Forward-Looking Statements –
Certain statements in this press release regarding anticipated events, including the amount, timing and form of expected payment of dividends on the Company's common shares, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws.
Factors that could cause actual events to differ materially from those expressed in forward-looking statements include, among other things, the factors set forth in Item 1A - Risk Factors in the Company’s most recent Annual Report on Form 10-K and similar discussion included in other reports that we subsequently file with the Securities and Exchange Commission (the “SEC”). Forward-looking statements are not guarantees of future performance or events and are only as of the date they are made, and the Company undertakes no duty to update its forward-looking statements except as required by law. You are advised, however, to review any further disclosures we make on related subjects in our subsequent reports filed with the SEC.
Contacts
Source: Rayonier Inc.
