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Rayonier Inc. (NYSE:RYN) and PotlatchDeltic Corp. (NASDAQ:PCH) announced on Tuesday that they have entered into a definitive agreement to merge in an all-stock transaction. The deal will create a leading U.S. land resources owner and top-tier lumber manufacturer.
Based on the closing stock prices of both companies on October 10, 2025, the combined company will have a pro forma equity market capitalization of $7.1 billion and a total enterprise value of $8.2 billion, including $1.1 billion of net debt.
Upon completion, it will become the second-largest publicly traded timber and wood products company in North America.
Under the agreement unanimously approved by both boards, PotlatchDeltic shareholders will receive 1.7339 Rayonier shares for each PotlatchDeltic share, implying a value of $44.11 per PotlatchDeltic share, and a premium of 8.25% to PotlatchDeltic’s closing stock price on October 10, 2025.
Upon closing, Rayonier shareholders will own approximately 54% and PotlatchDeltic shareholders 46% of the combined company.
As of June 30, 2025, Rayonier’s cash and cash equivalents were $892.3 million, and PotlatchDeltic’s were $95.28 million.
The combined company will operate under a new name to be announced before closing. It will own approximately 4.2 million acres of timberlands, including 3.2 million acres in the U.S. South and 931,000 acres in the U.S. Northwest, and operate seven wood products facilities including six lumber mills with a total capacity of 1.2 billion board feet and one industrial plywood mill.
The transaction will unite two complementary real estate businesses with a record of rural highest and best use (HBU) value realization and long-term potential from development projects in Arkansas, Florida, and Georgia. It is also expected to strengthen the platform for growth in land-based and natural climate solutions.
The merger is expected to generate roughly $40 million in annual synergies within two years and maintain a strong balance sheet with net debt to EBITDA of about 2.5x.
Both companies plan to maintain regular dividend payments until the transaction closes. After completion, the combined company intends to pay a quarterly dividend aligned with Rayonier’s current annual dividend of $1.09 per share.
The transaction is expected to close in late first quarter or early second quarter of 2026, subject to customary conditions, including regulatory approvals and shareholder approval from both Rayonier and PotlatchDeltic.
The merged company will have a leadership team drawn equally from Rayonier and PotlatchDeltic. Upon closing, Rayonier President and CEO Mark McHugh will serve as President and CEO and join the combined company’s board.
PotlatchDeltic CFO Wayne Wasechek will become CFO, Rayonier’s Rhett Rogers will serve as EVP, Land Resources, and PotlatchDeltic’s Ashlee Cribb will serve as EVP, Wood Products.
PotlatchDeltic CEO Eric Cremers will become Executive Chair of the Board for 24 months post-closing. The board will include five directors from each company, with Rayonier designating the lead independent director.
Rayonier said its Board of Directors has declared a one-time special dividend of $1.40 per share, payable on December 12, 2025, to shareholders of record as of October 24, 2025.
The dividend will be distributed in a mix of cash and Rayonier common shares and is intended to return taxable gains from the company’s sale of its New Zealand business.
The combined company will be headquartered in Atlanta, Georgia, with major regional offices in Spokane, Washington, and Wildlight, Florida.
Price Action: PCH shares were trading lower by 0.34% to $41.50 at last check Tuesday. RYN was down 5.52%.
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