What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2021-11-05 compared with 2021-08-06 · 24 added, 37 removed, 49 unchanged (55% of the section changed)

4 unchanged sentences

Such shares are issued based on an exchange ratio of one share for each unit in the Operating Partnership.

During the quarter ended June 30, 2021, the Company issued 6,439 common shares in exchange for an equal number of units in the Operating Partnership pursuant to the agreement of the Operating Partnership.

During the quarter ended September 30, 2021, the Company issued 333,018 common shares in exchange for an equal number of units in the Operating Partnership pursuant to the agreement of the Operating Partnership.

ISSUER PURCHASES OF EQUITY SECURITIES

1 unchanged sentence

The program has no time limit and may be suspended or discontinued at any time.

There were no shares repurchased under this program in the second quarter of 2021.

Based on the period-end closing stock price of $35.93 at June 30, 2021, there was $87.7 million, or approximately 2,441,649 shares, remaining under this program.

The following table provides information regarding our purchases of Rayonier common shares during the quarter ended June 30, 2021:

There were no shares repurchased under this program in the third quarter of 2021.

Based on the period-end closing stock price of $35.68 at September 30, 2021, there was $87.7 million, or approximately 2,458,757 shares, remaining under this program.

The following table provides information regarding our purchases of Rayonier common shares during the quarter ended September 30, 2021:

Period Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (c)

April 1 to April 30 41,295 $34.17 — 2,418,094

May 1 to May 31 867 37.38 — 2,297,158

June 1 to June 30 263 36.47 — 2,441,649

Total 42,425 —

(a) Includes 42,425 shares of the Company’s common shares purchased in April, May and June from current and former employees in non-open market transactions.

July 1 to July 31 36 $35.88 — 2,326,397

August 1 to August 31 139 36.87 — 2,385,221

September 1 to September 30 — — — 2,458,757

(a) Includes 175 shares of the Company’s common shares purchased in July, August and September from current and former employees in non-open market transactions.

The shares were sold by current and former employees of the Company in exchange for cash that was used to pay withholding taxes associated with the vesting of share-based awards under the Company’s Incentive Stock Plan.

1 unchanged sentence

(b) Purchases made in open-market transactions under the $100 million share repurchase program announced on February 10, 2016.

(c) Maximum number of shares authorized to be purchased under the share repurchase program at the end of April, May and June are based on month-end closing stock prices of $36.28, $38.19 and $35.93, respectively.

(c) Maximum number of shares authorized to be purchased under the share repurchase program at the end of July, August and September are based on month-end closing stock prices of $37.71, $36.78 and $35.68, respectively.

Rayonier, L.P.

UNREGISTERED SALES OF EQUITY SECURITIES

There were no unregistered sales of equity securities made by the Operating Partnership during the quarter ended June 30, 2021.

There were no unregistered sales of equity securities made by the Operating Partnership during the quarter ended September 30, 2021.

ISSUER PURCHASES OF EQUITY SECURITIES

Pursuant to the Operating Partnership’s limited partnership agreement, limited partners have the right to redeem their units in the Operating Partnership for cash, or at our election, shares of Rayonier Common Stock on a one-for-one basis.

During the quarter ended June 30, 2021, 6,439 units in the Operating Partnership held by limited partners were redeemed in exchange for shares of Rayonier Common Stock.

3.1 Amendment No.

1 to the Amended and Restated Agreement of Limited Partnership of Rayonier, L.P., dated as of May 21, 2021.

Filed herewith

4.1 First Supplemental Indenture relating to the 2.750% Senior Notes due 2031, dated May 17, 2021, among Rayonier, L.P., as issuer, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.

Incorporated by reference to Exhibit 4.2 to the Registrant’s May 17, 2021 Form 8-K

4.2 Form of Note for 2.750% Senior Notes due 2031 (contained in Exhibit A to Exhibit 4.1).

Incorporated by reference to Exhibit 4.3 to the Registrant’s May 17, 2021 Form 8-K

10.1 Underwriting Agreement, dated May 12, 2021, among Rayonier, L.P., Rayonier Inc., Rayonier TRS Holdings, Inc., and Rayonier Operating Company, LLC and J.P.

Morgan Securities LLC and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters named therein.

Incorporated by reference to Exhibit 1.1 to the Registrant’s May 17, 2021 Form 8-K

10.2 Fourth Amendment and Incremental Term Loan Agreement, dated as of June 1, 2021, by and among Rayonier Inc., Rayonier TRS Holdings Inc., Rayonier Operating Company LLC, and Rayonier, L.P., as borrowers, the several banks, financial institutions and other institutional lenders party thereto and CoBank, ACB, as administrative agent.

Incorporated by reference to Exhibit 10.1 to the Registrant’s June 7, 2021 Form 8-K

During the quarter ended September 30, 2021, 333,018 units in the Operating Partnership held by limited partners were redeemed in exchange for shares of Rayonier Common Stock.

22.1 List of Guarantor Subsidiaries

Filed herewith

Incorporated by reference to Exhibit 22.1 to the Registrant’s June 30, 2021 Form 10-Q

31.1 Rayonier Inc.

17 unchanged sentences

101 The following financial information from Rayonier Inc.

and Rayonier, L.P.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021, formatted in Extensible Business Reporting Language (“XBRL”), includes:

(i) the Consolidated Statements of Income and Comprehensive Income for the Three and Six Months Ended June 30, 2021 and 2020 of Rayonier Inc.;

(ii) the Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020 of Rayonier Inc.;

(iii) the Consolidated Statements of Changes in Shareholders’ Equity for the Six Months Ended June 30, 2021 and 2020 of Rayonier Inc.;

(iv) the Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020 of Rayonier Inc.;

(v) the Consolidated Statements of Income and Comprehensive Income for the Three and Six Months Ended June 30, 2021 and 2020 of Rayonier, L.P.;

(vi) the Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020 of Rayonier, L.P.;

(vii) the Consolidated Statements of Changes in Capital for the Six Months Ended June 30, 2021 and 2020 of Rayonier, L.P.;

(viii) the Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020 of Rayonier, L.P.;

and Rayonier, L.P.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, formatted in Extensible Business Reporting Language (“XBRL”), includes:

(i) the Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended September 30, 2021 and 2020 of Rayonier Inc.;

(ii) the Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020 of Rayonier Inc.;

(iii) the Consolidated Statements of Changes in Shareholders’ Equity for the Nine Months Ended September 30, 2021 and 2020 of Rayonier Inc.;

(iv) the Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020 of Rayonier Inc.;

(v) the Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended September 30, 2021 and 2020 of Rayonier, L.P.;

(vi) the Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020 of Rayonier, L.P.;

(vii) the Consolidated Statements of Changes in Capital for the Nine Months Ended September 30, 2021 and 2020 of Rayonier, L.P.;

(viii) the Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020 of Rayonier, L.P.;

and (ix) the Notes to Consolidated Financial Statements of Rayonier Inc.

1 unchanged sentence

Filed herewith

104 The cover page from the Company’s Quarterly Report on Form 10-Q from the quarter ended June 30, 2021, formatted in Inline XBRL (included as Exhibit 101).

104 The cover page from the Company’s Quarterly Report on Form 10-Q from the quarter ended September 30, 2021, formatted in Inline XBRL (included as Exhibit 101).

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

3 unchanged sentences

(Duly Authorized Officer, Principal Accounting Officer)

August 6, 2021

November 5, 2021

RAYONIER, L.P.

3 unchanged sentences

(Duly Authorized Officer, Principal Accounting Officer)

August 6, 2021

November 5, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities