Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
May 31 2022 - 08:32AM
Edgar (US Regulatory)
Filing pursuant to Rule 425 under the
Securities Act of 1933, as amended
And deemed filed under Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Filer: PotlatchDeltic Corporation
Subject Company: CatchMark Timber Trust, Inc.
Filer’s Commission File Number: 001-36239
Date: May 31, 2022
PotlatchDeltic Corporation (“PotlatchDeltic”) posted the following
to its website relating to the proposed transaction contemplated by
that certain Agreement and Plan of Merger, dated as of May 29,
2022 (the “Merger Agreement”), by and among PotlatchDeltic, Horizon
Merger Sub 2022, LLC, a wholly owned subsidiary of PotlatchDeltic,
CatchMark Timber Trust, Inc. and CatchMark Timber Operating
Partnership, L.P.

PotlatchDeltic Merger with CatchMark
May 31, 2022 Eric Cremers PotlatchDeltic Corporation
President & Chief Executive Officer Brian Davis CatchMark
Timber Trust, Inc. President & Chief Executive
Officer

Additional Information &
Forward-Looking Statements IMPORTANT ADDITIONAL INFORMATION ABOUT
THE PROPOSED TRANSACTION This communication is being made in
respect of the proposed merger transaction involving PotlatchDetic
Corporation (,.,PotlatchDettic) andCatchMark Timber Trust, Inc.
(“CatchMark”). This communication doesnot constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of anyvote or approval, nor shall there be any sate of
securities in any jurisdktion in which such offer, solkitation or
sale w ould be unlawful prior to registration or qualification
under the securities laws of such jurisdiction. In connectionw ith
the proposed transaction, PotlatchDeftic plans to file w ith the
Securities and Exchange Commi2iion (“SEC”) a Registration Statement
on Form S-4 that
constitutesa prospectusof Potfa:chOettic and wil also i nclude a
proxy statement of CatchMark. After the Registration Statement
hasbeen declcred effective, CatchMark willm ai1 the definitive
proxy statement/prospectus to its stockholders. The
proxystatement/prospectus to be filed with the SEC related to the
proposed merger will contain important information about
PotlatchDeltic, catchMark. the propo. sed transaction and related
maner.s. lnve.stors are urged to carefully read the proxy
statement/prospectus and other documents to be filed with the SEC
(or incorporated by reference into the proxy statement/prospectus)
in connection wit h the proposed merger, when available. ln
vestorsw ill beable to obtain freecopiesof the proxystatement/
prospectus, when it is filedwith the SEC, through thew ebsite
maintained by the SEC at www.sec.gov. In addition, investors will
be able to obtai’l freecopiesof the proxy statement/ prospecrusand
other documentsfitedw ith the SEC by the partieson PotlatchDet
ic’sw ebsite at www.ootlatchdettic.com (which w ebsite isnot
incorporated herein by reference), for documentsfiled with theSEC b
y PotlatchDettic, or onCatchMark’swebste atwww.catchmark.com (which
w ebsite is not incorporated herein by reference), for
documentsfiledwith the SEC byCatchMark. PARTICIPANTS IN THE
SOLICITATION PotlatchDeftic and catch Mark and their respective di
rectors and officers and certain other members of managementand
employees may be deemed to be partidpants in the solidtation of
proxies from stockholders of catchMark in connection with the
merger transaction. Certain information about the directors and
executive officers of PodatchOeltic isset forth in i ts Annual
Report on Form 1o-K for the
year ended December 31, 20 21, whi ch w as filed wi th the SEC
on February 17, 20 22, and i ts proxy statement for i ts 2022
annual meeting of stockholders, whi ch w as filed w ith the SEC on
March 29, 20 22, and will be contained i n the proxy
statement/ prospectus described above when i t is filed wi th the
SEC. Certain information about the directors and exerutive officers
of COtchMark isset forth in its Annual Report on Fonn 1Q-K for the year ended De-cember 31,
20 21, whi ch w as filed wi th the SEC on March 3, 20 22 and i
ts proxy statement for its 2022 annual meeting of stockholders,
which w as filed wi th the SEC on Apri1 15, 2022, and will be
contained in the proxy statement/ prospectus described above when i
t is filed wi th the SEC. You can obtain free copies of these
document from PotiatchOeltic and catchMalik using the contact in
formation above. NON-GAAP
MEASURES This presentation includesnon-GAAP financial information.
Definitionsare included in this presentationwhich is available on
the company’s website at www.potlatchdettic.com.

Additional Information &
Forward-Looking Statements CAUTION ABOUT FORWARD-LOOKING STATEMENTS
Statementsmade i n thiscommunication and related statementsthat
expregs PotlatchDettk’s, Catch Mark’s or their respective
management’sintentions., hopes, indications, beliefs. e
xpectations, or predictions of the future constitute
forward-looking statements., asdefined by the Private
Securitieslitigation Reform Act of 1995, and relate to matters that
are not hi9:orical facts. Theg: statementsi nclude those regarding
thed osing of the mergertransa:tion, the e xpeaed timing
ofthemergertransaction and the potentia le tfectsof the
mergertransa:tion, induding ifit does not close. These statements
are notguaranteesof future performance or events and are subject to
risks, uncertai’ltiesand assumptions thatcould cause actual
resuttsor eventstovary materially from those indicated in
thiscommuntcation, including: the inability to obtain regulatory
approvalsof the merger transaction on the proposed termsand
schedule; the failure of Catch Mark’s stockholders to appr01e the
merger transa:tion; disruption to PotlatchOeltic’s orCatchMark’s
business; i ncluding customer, employee and supplier
relationshipsresulting from the merger transaction; the inability
to i mplement businessplans, forecag_s, and other expectationsafter
thecompletion of the proposed merger transection, and to identify
and reaize synergiesor other expected benefits; the occurrence of
any event, change, or otherc ircumstance thatcould give ri se to a
termination of thedefinitive agreement relating to the proposed
merger transaction; and other factors described in
PotlatchDettic’sandCatchMark’s reports f itedwiththe SEC, induding
their respective annual reports fortheyear ended December 31,
2021 and subsequent quarterly reports, which risks and
uncertaintiesare incorporated herein by reference. You arecautioned
not to p la:e undue relicnce on these forward· looking statements,
which speak onty asof the dateof thiscommunication. Except to the
extent required by l ctoN, PotlatchDeftk and CatchMark disclaim any
obligation to update any forward-looking statementsafter the di
stribution of thiscommunication, whether asa resultof new
information, future events, changes in as assumptions, or
otherwise.

Compelling Strategic and Financial Rationale
Strategic Rationale Diversified timberland ownership of ~ 2.
2 million acres with ~70%located in strengthening southern
markets Remain top-ten U.S.
Iumber producer with capacity of 1.1 BBF Broader real estate
opportunities, including natural climate solutions Remain the
timber REIT with the most leverage to lumber prices and aligned
with robust industry fundamentals Expanded bolt-on growth opportunities Financial
Rationale Combined market capitalization over $4 billion and
enterprise value over $5 billion1 Compelling annual CAD2 synergies
of $16 million (run rate basis) Accretive to CAD per share in
the first full years Significant cash flow accretion Strong balance
sheet and credit metrics Remain committed to investment grade
rating

Complementary Businesses PotlatchDeltic
119-year-old forest products
company structured as a REIT 1.8 million timberland acres
diversified across four southern states and Idaho Top-10 U.S. Iumber manufact urer with
six sawmills and 1.1 BBF capacity One industrial grade plywood mill
Rural and development real estate businesses Dedicated employees
wit h commit ment to maintaining the highest safety standards 1,299
employees Commit ment to environmental and social responsibility
and to responsible governance CatchMark 17-year-old timberland owner
structured as a REIT First publicly traded pure play timber REIT
~350,000 acres in strong Alabama, Georgia, and South Carolina
markets 100% of timberlands located in strong U.S. South markets
Location near large population centers creates attractive rural
land sales opportunities 20 employees Commit ment to environmental
and social responsibility and to responsible governance

Summary of Key Merger Terms Merger Structure
Management & Board Location & Name Key Closing
Conditions Stock-for-stock merger with 0.23
PCH shares issued for each en share Pro forma ownership: PCH
stockholders 86%, en stockholders 14% Chairperson: Mike Covey
President & CEO: Eric Cremers 10 member Board of
Directors: 9 f rom PCH; 1 f rom en Corporate headquarters: Spokane,
WA Regional office maintained in Atlanta, GA Name: PotlatchDeltic
Corporation (Nasdaq: PCH) Catch Mark stockholder approval required
(majority of total votes outstanding) Expected to close second half
of 2022

PotlatchDeltic and Catch Mark Combined
Portfolio Legend Catch Mark Timberlands Headquarters
PotlatchDeltic. Timberlands Wood Proc:luctsFacilities Chen a I Real
Estate Headquarters

High Quality Timberland Portfolio With
Increased Geographic Diversity PotlatchDeltic Ownership Combined
Ownership· ·~-Mi,ssiss.ippi, 5% Alabama, 5% Louisiana, 2% Arkansas,
45<ro Catch Mark Ownership’ _.-)llab;oma, 7’l’o South carolina,
20% Georgia, 62’l’o South carolina, 3% ‘-Louisiana, 1<ro
Alabama, 18’l’o ~ I fxdudt<:S MH «:res lot Podatd!Ocltk. I Ududo
~d’lotl tnttveU lew Urtd ;M;ui. 8

Catch Mark’s Timberlands Are Located in Some
of the Strongest Markets in the U.S. South

Catch Mark Operates in Some of the Best
Pricing Regions in the U.S. South Rolling 4-guarter Pine Sawlog Price:
Rolling4-0uarters Pine Pulpwood Price • PotlatchDeltic Markets •
CatchMark Markets D Shared Markets

Proximity of Catch Mark’s Timberlands to
Large Population Centers Creates Meaningful Real Estate
Opportunities Notable PotlatchDeltic rural real estate
transactions: $13 million solar sale in Mississippi Q1 2022
($7,500 per acre) 72,000-acre conservation sale in
Minnesota Q4 2020 ($48 million) $20 million rural land sale in
Arkansas Q2 2019 ($11,000 per acre)!

Synergies Expected to Significantly Increase
CAD Category I Additional CAD I Description Timberlands ~20% I nsou
rce timberland manageme nt Management Efficie ntly manage public
company costs across a larger asset base SG&A ~60% Achieve
efficiencies through integrating systems and processes Refinance
Catch Mark’s debt at lower, Interest ~20% below market interest
rates utilizing existing PCH interest rate swaps I + $16 Million
I

Capital Allocation II Returning cash to
shareholders remains our top capital allocation priority I) The
combination and CAD1 synergies provide significant cash flow
accretion II Strong coverage for an attractive and growing dividend
I) High potential for 2022 special dividend II $49 million
share repurchase authorization and l ObS-1 plan remain in place Utilizing
forward-starting interest rate swaps reduces interest expense on
Catch Mark debt to below-market rates Strong balance sheet and
liquidity provide platform for continued growth 11 Robust credit
metrics Lowest leverage 2 II of timber REITs 11 Committed to
investment grade rating ~ I N~n—GMPme.nute: ~«’ GppendW lu-~
dt-of-inii.Oon. I Pto fu-nN
tlC’t debt to entetl)rise value G t0%bbs<.ld Oll
Potbtc:hOdtir:‘s dc»iug .stod·!lorice on May 27, 20
22,411<1 there:~~ a»nU41lid’ dcbtiJ!ld onh bftnco os o l
March 31, 20 22.

Combining Two Great Companies Highly comple
me ntary businesses with increased scale and diversification Enter
log markets that a re among the strongest in the U.S. South
Expanded bolt-on growth
opportunities Timber REIT with the most leverage to lumber prices
and aligned with robust industry fundamentals Compelling CAD1
synergies Increasing cash flow provides strong coverage fo r an
attractive and growing dividend Strong balance sheet and liquidity
provide platform fo r continued growth Dedicated e mployees with
commitme nt to the highest safety standards

Definitions Total Adjusted EBITDDA is a
non-GAAP measure and is
calculated as net income adjusted for interest expense, income
taxes, depletion, depreciation and amortization, basis of real
estate sold, non-operating
pension and other post-retirement benefit costs, pension settlement
charge, gains and losses on disposition of fixed assets, net gains
and losses on fire damage, and other special items. Cash Available
for Distribution {CAD) is a non-GAAP measure and is calculated as
cash from operations minus capital expenditures and timberland
acquisitions not classified as strategic.

PotlatchDeltic Merger with CatchMark
May 31, 2022 Eric Cremers PotlatchDeltic Corporation
President & Chief Executive Officer Brian Davis CatchMark
Timber Trust, Inc. President & Chief Executive
Officer
CatchMark Timber (NYSE:CTT)
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