Item 2.01. Completion of Acquisition or Disposition of Assets.
On May 8, 2020, Pope Resources, A Delaware Limited Partnership (Pope) completed its previously announced business
combination with Rayonier Inc. (Rayonier), pursuant to that certain the Agreement and Plan of Merger, dated January 14, 2020, as amended by Amendment No. 1, dated as of April 1, 2020 ( Merger
Agreement) with Rayonier, Rayonier, L.P., a Delaware limited partnership whose general partner is Rayonier (Opco), 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.
Pursuant to the Merger Agreement, on May 8, 2020, Opco indirectly acquired (1) all of the issued and outstanding units representing
limited partner interests of Pope, including the related depositary receipts (collectively Units), through a merger of a wholly owned subsidiary of Opco with and into Pope with Pope as the surviving entity (the LP
Merger) and (2) all of the issued and outstanding shares of MGP and EGP through a merger of those entities with and into wholly owned subsidiaries of Rayonier (the GP Mergers).
At the closing, each unit representing limited partnership interests of Pope outstanding immediately prior to the effective time of the LP
Merger (other than those Units owned by Rayonier, ROC or certain of their controlled affiliates) were, at the election of their holders and subject to proration described below, converted into the right to receive:
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3.929 shares of Rayonier common stock (Rayonier Shares) (the Stock Election
Consideration);
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3.929 units representing limited partnership interests of Opco (Opco Units) (the Opco
Election Consideration); and
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$125.00 in cash (the Cash Election Consideration).
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Each of the Stock Election Consideration, Opco Election Consideration and the Cash Election Consideration were subject to proration to ensure
that the aggregate amount of Rayonier Shares and Opco Units, on the one hand, and cash, on the other hand, issued in the LP Merger equaled the amounts issued as if every Unit converted into merger consideration received 3.929 Rayonier Shares, 3.929
Opco Units or $125.00 in cash, subject to proration. In addition, holders of Units who elected to receive the cash consideration could designate whether, in the event that the cash consideration was oversubscribed, each Unit for which they have made
a cash election was prorated into (a) shares of Rayonier common stock and cash or (b) Opco Units and cash. The cash consideration is oversubscribed as approximately 79.1% of the total Units converting into merger consideration as part of
the LP Merger have elected to receive the cash consideration. In accordance with the Merger Agreement, each Unit for which a holder has made a cash election will be prorated so that approximately 70% of Units will be exchanged Rayonier Shares or
Opco Units and 30% of Units will be exchange for cash. Based on these preliminary estimates of merger consideration elections, each holder making a cash election will receive $47.42 of cash and, depending on the preference stated in their election
forms, 2.439 Rayonier Shares or Opco Units per Unit. The merger consideration elections are preliminary and subject to change, and the final numbers of elections will be disclosed on a current report on Form 8-K filed by Rayonier.
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