In the United States (US), Rayonier Inc., a leading timberland real estate investment trust (REIT), and PotlatchDeltic Corporation, a compatriot REIT and forest industry major, have announced that they have entered into a definitive agreement to combine in an all-stock merger of equals, creating a leading domestic land resources owner and top-tier lumber manufacturer.
Based on the closing stock prices of Rayonier and PotlatchDeltic on October 10, 2025, the last business day before the execution of the agreement, the combined company is expected to have a pro forma equity market capitalization of US$7.1 billion and a total enterprise value of US$8.2 billion, including US$1.1 billion of net debt.
Upon completion of the transaction, which is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of both Rayonier’s shareholders and PotlatchDeltic’s shareholders, the combined company will become the second-largest publicly traded timber and wood products company in North America and well-positioned to capitalize on an improving housing market as well as opportunities in higher-and-better-use (HBU) real estate and land-based / natural climate solutions.
Under the terms of the agreement, which the Boards of Directors of both companies have unanimously approved, PotlatchDeltic shareholders will receive 1.7339 common shares of Rayonier for each share of PotlatchDeltic common stock.
The exchange ratio represents an implied price of US$44.11 per PotlatchDeltic share, and a premium of 8.25 percent to PotlatchDeltic’s closing stock price on October 10, 2025 (the last business day before execution of the agreement).
Upon closing of the transaction, expected in the late first quarter or early second quarter of 2026, Rayonier shareholders will own approximately 54 percent and PotlatchDeltic shareholders will own approximately 46 percent of the combined company.
The combined company will operate under a new name to be announced before closing.
Significant timberland and operational resources
The combination will bring together two leading land resources companies, leveraging significant timberland and real estate expertise as well as operational excellence in lumber manufacturing.
Together, the combined company will have a productive and diverse timberland portfolio comprising approximately 4.2 million acres (1.69 million hectares), including 3.2 million acres (1.29 million ha) in the US South and 931,000 acres (376,683 ha) in the US Northwest.
In addition, the company will operate seven wood products manufacturing facilities, including six lumber mills with a total capacity of 1.2 billion board feet (≈2.83 million m3) and one industrial plywood mill.
The transaction will also combine two highly complementary and successful real estate businesses with a strong track record of rural HBU premium realizations and significant long-term upside from value-add real estate development projects in Arkansas (AR), Florida (FL), and Georgia (GA).
The combination is further expected to provide robust opportunities and an enhanced platform to drive growth in land-based and natural climate solutions.
Equal representation
The executive leadership team of the combined company will comprise roughly equal representation of top talent from both Rayonier and PotlatchDeltic.
Upon closing of the transaction, Mark McHugh, President and CEO of Rayonier, will continue to serve as President and CEO as well as a member of the Board of Directors of the combined company.
In addition, Wayne Wasechek, currently CFO of PotlatchDeltic, will serve as CFO of the combined company; Rhett Rogers, currently SVP, Portfolio Management of Rayonier, will serve as EVP, Land Resources; and Ashlee Cribb, currently VP, Wood Products of PotlatchDeltic, will serve as EVP, Wood Products.
We are excited to announce this strategic merger of equals, combining two exceptional land resources companies to deliver enhanced value for our shareholders and other stakeholders. Rayonier and PotlatchDeltic share a commitment to sustainability and a legacy of excellence in delivering land resources to their highest and best use. We look forward to completing the transaction, and we are confident that the merger will generate meaningful value creation, said Mark McHugh, President and CEO of Rayonier.
Eric Cremers, currently the President and CEO of PotlatchDeltic, will be the Executive Chair of the Board of Directors of the combined company for 24 months after closing.
The Board of Directors of the combined company will comprise five existing Directors from Rayonier (including Mark McHugh) and five existing Directors from PotlatchDeltic (including Eric Cremers).
This merger is a watershed moment for both companies. Our complementary assets and shared vision will unlock opportunities to create significant strategic and financial benefits beyond what could be achieved by either company independently. We look forward to working together to ensure a seamless transition and to capitalize on exciting opportunities for optimization and growth, said Eric Cremers, President and CEO of PotlatchDeltic.
Rayonier will designate the lead independent director for the combined company.
The corporate headquarters of the combined company will be located in Atlanta, Georgia (GA), with significant regional offices maintained in Spokane, Washington (WA), and Wildlight, Florida (FL).
