Rayonier and PotlatchDeltic to merge in all-stock deal

BY Richard Summerfield

US timber rivals Rayonier and PotlatchDeltic have agreed to an all-stock merger which will create a $7.1bn company specialising in land ownership and lumber manufacturing.

The transaction is expected to close in the late first quarter or early second quarter of 2026, subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of shareholders of both companies.

Based on the closing stock prices of Rayonier and PotlatchDeltic on 10 October 2025, the last business day prior to the execution of the agreement, the combined company is expected to have a pro forma equity market capitalisation of $7.1bn and a total enterprise value of $8.2bn, including $1.1bn of net debt. Upon completion of the transaction, the combined company will become the second largest publicly traded timber and wood products company in North America.

Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, PotlatchDeltic shareholders will receive 1.7339 common shares of Rayonier for each share of common stock of PotlatchDeltic. The exchange ratio represents an implied price of $44.11 per PotlatchDeltic share, and a premium of 8.25 percent to PotlatchDeltic’s closing stock price on 10 October 2025. Upon closing of the transaction, Rayonier shareholders will own approximately 54 percent of the combined company, and PotlatchDeltic shareholders approximately 46 percent.

“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,” said Mark McHugh, president and chief executive of Rayonier. “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.”

“This merger is a watershed moment for both companies,” said Eric Cremers, president and chief executive of PotlatchDeltic. “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.”

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, Mr McHugh will continue to serve as president and chief executive as well as a member of the board of directors of the combined company. In addition, Wayne Wasechek, currently chief financial officer (CFO) of PotlatchDeltic, will serve as CFO of the combined company, Rhett Rogers, currently senior vice president, portfolio management of Rayonier, will serve as executive vice president (EVP), land resources and Ashlee Cribb, currently vice president, wood products of PotlatchDeltic, will serve as EVP, wood products.

Mr Cremers 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 be comprised of five existing directors from Rayonier (including Mr McHugh) and five existing directors from PotlatchDeltic (including Mr Cremers). Rayonier will designate the lead independent director for the combined company.

News: Rayonier, PotlatchDeltic to form timber products giant in $8.2 billion merger

©2001-2025 Financier Worldwide Ltd. All rights reserved. Any statements expressed on this website are understood to be general opinions and should not be relied upon as legal, financial or any other form of professional advice. Opinions expressed do not necessarily represent the views of the authors’ current or previous employers, or clients. The publisher, authors and authors' firms are not responsible for any loss third parties may suffer in connection with information or materials presented on this website, or use of any such information or materials by any third parties.