Item 1A. Risk Factors
Item 1A. RISK FACTORS
Our operations are subject to a number of risks. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in this Quarterly Report on Form 10-Q. If any of the events described in the following risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected. The information presented below updates the risk factors set forth in Part I, “Item 1A. Risk Factors,” of our 2024 Form 10-K.
We are subject to various risks related to the proposed merger transaction with PotlatchDeltic.
As described elsewhere in this quarterly report on Form 10-Q, the Company has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PotlatchDeltic Corporation, a Delaware corporation (“PotlatchDeltic”), pursuant to which the Company and PotlatchDeltic will combine in a merger of equals transaction. The risks, contingencies and other uncertainties that could result in the failure of the transactions anticipated in the Merger Agreement (the “Proposed Merger Transactions”) to be completed or, if completed, that could have a material adverse effect on the results of operations, cash flows and financial position of the Company following the Proposed Merger Transactions, and any anticipated benefits of the Proposed Merger Transactions to the Company, include:
• the failure to obtain necessary regulatory or other approvals of the Proposed Merger Transactions, which could result in a material delay in, or the abandonment of, the Proposed Merger Transactions or otherwise have a material adverse effect on Rayonier or PotlatchDeltic, or if obtained, the possibility of Rayonier being subjected to conditions that could reduce or delay the expected cost savings and other benefits of the Proposed Merger Transactions;
• the failure to obtain necessary Rayonier and PotlatchDeltic shareholder approvals in connection with the transactions contemplated by the Proposed Merger Transaction;
• the failure to satisfy required closing conditions or complete the Proposed Merger Transactions in a timely manner or at all, which may also result in unanticipated expenditures of funds and other resources and/or reduce the benefit of the Proposed Merger Transactions, even if ultimately consummated;
• the risk that if consummation of the Proposed Merger Transactions is delayed or not completed at all for any reason, the Company will have expended time and resources that could have otherwise been spent on the Company’s existing business and the pursuit of other opportunities that could have been beneficial to the Company, and the Company’s ongoing business and financial results may therefore be adversely affected;
• the effect of the announcement of the Proposed Merger Transactions on each company’s ability to retain and hire key personnel, maintain business relationships, and on operating results and business generally;
• the risk that the Company may not be able to maintain its investment grade rating;
• the fact that the Merger Agreement restricts the Company from entering into certain corporate transactions and taking other specified actions without the consent of PotlatchDeltic, and generally requires the Company to use commercially reasonable efforts to carry on its business in the ordinary course through the completion of the Merger, and that these restrictions could be in place for an extended period of time if completion of the Merger is delayed and could prevent the Company from pursuing attractive business opportunities that may arise prior to the completion of the Proposed Merger Transactions;
• the risk that litigation relating to the Proposed Merger Transactions, if any, could result in an injunction preventing the completion of the Proposed Merger Transactions and/or substantial costs;
• the fact that the Merger Agreement limits the Company’s ability to pursue alternatives to the Proposed Merger Transactions, may discourage other companies from trying to acquire the Company and, in specified circumstances, could require the Company to pay PotlatchDeltic a termination fee;
• the potential impact of the Proposed Merger Transactions on the stock price of the Company and the dividends expected to be paid to Company shareholders in the future;
• the failure to realize projected cost savings and other benefits from the Proposed Merger Transactions;
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• the incurrence of significant pre- and post-transaction related costs in connection with the Proposed Merger Transactions that are, and will be, incurred regardless of whether the Proposed Merger Transactions are completed, including, among others, fees paid to financial, legal and accounting advisors and filing fees, as well as costs related to formulating and implementing integration plans; and
• the occurrence of any event giving rise to the right of a party to terminate the Merger Agreement.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.