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1.
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The unitholders approved (i) the Agreement and Plan of Merger, dated January 14, 2020, as amended by
Amendment No. 1, dated as of April 1, 2020 (as it may be amended from time to time, the Merger Agreement) with Rayonier Inc., a North Carolina corporation (Rayonier), Rayonier, L.P., a Delaware limited partnership
whose general partner is Rayonier, Rayonier Operating Company LLC, a Delaware limited liability company and a wholly owned subsidiary of Rayonier (ROC), Rayonier Operating Company Holdings, LLC, a Delaware limited liability company and a
wholly owned subsidiary of Rayonier, Pacific GP Merger Sub I, LLC, a Delaware limited liability company and a wholly owned subsidiary of Rayonier, Pacific GP Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of
Rayonier, Pacific LP Merger Sub III, LLC, a Delaware limited liability company and a wholly owned subsidiary of ROC (Merger Sub 3), Pope, Pope EGP, Inc., a Delaware corporation, and Pope MGP, Inc., a Delaware corporation and the managing
general partner of Pope and (ii) the merger of Pope with Merger Sub 3 (the Merger), with Pope surviving the Merger as a wholly owned subsidiary of ROC and (iii) the other transactions contemplated by the Merger Agreement, as
follows:
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