Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Amendment to Merger Agreement
On
Election Consideration"), no par value; • 3.929 units representing limited partnership interests of Opco ("Opco Units") ("Opco Election Consideration"); and
•
Each of the Stock Election Consideration, Opco Election Consideration and the
Cash Election Consideration are subject to proration to ensure that the
aggregate amount of Rayonier Shares and Opco Units, on the one hand, and cash,
on the other hand, that will be issued in the merger will equal the amounts
issued as if every Partnership Unit converted into merger consideration received
2.751 Rayonier Shares or Opco Units and
Amendment to Partnership Agreement The information set forth in Item 5.03 is incorporated herein by reference.
Item 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On
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the sole discretion of MGP, Assignees, to be able to attend meetings of the
Partnership by telephone, video conference or other form of remote communication
by means of which all persons participating in the meeting can hear and be
heard. The Partnership Agreement Amendment does not materially affect the rights
of the Partnership's unitholders. This summary of the Partnership Agreement
Amendment is not complete and is qualified in its entirety by reference to the
text of the Partnership Agreement Amendment, attached hereto and incorporated by
reference herein. A copy of the Partnership Agreement Amendment is also posted
on the Partnership's website at www.poperesources.com under the heading Investor
Relations. The contents of that website are not incorporated into this Current
Report on Form 8-K or into our other filings with the
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description 2.1 Amendment No. 1 to the Agreement and Plan of Merger, dated as ofApril 1, 2020 , by and among Rayonier, Inc.,Rayonier, L.P. ,Rayonier Operating Company LLC ,Pacific GP Merger Sub I, LLC ,Pacific GP Merger Sub II, LLC ,Pacific LP Merger Sub III, LLC ,Pope Resources , aDelaware limited partnership,Pope MGP, Inc. andPope EGP, Inc. 3.1 Form of Amendment to Second Amended and Restated Agreement of Limited Partnership dated as ofMarch 29, 2020 , among the Partnership,Pope MGP, Inc. , aDelaware corporation and the managing general partner of the Partnership, andPope EGP, Inc. , aDelaware corporation and the equity general partner of the Partnership.
Additional Information and Where to Find It
In connection with the proposed transaction, Rayonier and its indirect wholly
owned subsidiary,
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Participants in the Solicitation This communication is not a solicitation of a proxy from any security holder of the Partnership. However, the Partnership, Rayonier and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Partnership's unitholders in connection with the proposed transaction. Information about the Partnership's directors and executive officers and their beneficial ownership of the Partnership's securities may be found in its Annual Report on Form 10-K for the period endedDecember 31, 2019 , filed with theSEC onFebruary 28, 2020 . This document and other documents relating to the Partnership and the proposed merger can be obtained free of charge from theSEC website at www.sec.gov, or on the Partnership's website at www.poperesources.com under the "Investor Relations" tab. Information provided on the Partnership's website is not incorporated into this report or any other filing by the Partnership with theSEC . No Offer or Solicitation This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of theU.S. Securities Act of 1933, as amended. Cautionary Note Regarding Forward-Looking Statements The proposed merger and the related transactions are subject to various risks and uncertainties. These risks and uncertainties include, among others: (i) the ability of the parties to successfully complete the proposed acquisition on anticipated terms and timing, including obtaining required unitholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the new combined company's operations and other conditions to the completion of the acquisition; (ii) risks relating to the integration of the Partnership's operations and employees into Rayonier and the possibility that the anticipated synergies and other benefits of the proposed acquisition will not be realized or will not be realized within the expected timeframe; (iii) the outcome of any legal proceedings related to the proposed mergers; (iv) access to available financing, including for the refinancing of the Partnership's and Rayonier's debt on a timely basis and reasonable terms; (v) the loss of key senior management or other associates; (vi) the cyclical and competitive nature of the industries in which the parties operate; (vii) fluctuations in demand for, or supply of, Rayonier's, Opco's and the Partnership's forest products and real estate offerings; (viii) entry of new competitors into Rayonier's, Opco's and the Partnership's markets; changes in global economic conditions and world events; fluctuations in demand for Rayonier's, Opco's and the Partnership's products inAsia , and especiallyChina ; (ix) various lawsuits relating to matters arising out of Rayonier's previously announced internal review and restatement of Rayonier's consolidated financial statements; (x) the uncertainties of potential impacts of climate-related initiatives; (xi) the cost and availability of third party logging and trucking services; (xii) the geographic concentration of a significant portion of the combined company's timberland; (xiii) the ability to identify, finance and complete timberland acquisitions; (xiv) changes in environmental laws and regulations regarding timber harvesting, delineation of wetlands, and endangered species, that may restrict or adversely impact the ability to conduct business, or increase the cost of doing so; (xv) adverse weather conditions, natural disasters and other catastrophic events such as hurricanes, wind storms and wildfires, which can adversely affect timberlands and the production, distribution and availability of products; (xvi) interest rate and currency movements; (xvii) Rayonier's,Rayonier Operating Partnership's or the Partnership's capacity to incur additional debt; (xviii) changes in tariffs, taxes or treaties relating to the import and export of timber products or those of the products of competitors; (xix) changes in key management and personnel; (xx) the ability to meet all necessary legal requirements for Rayonier to continue to qualify as a real estate investment trust and changes in tax laws that could adversely affect beneficial tax treatment; (xxi) the cyclical nature of the real estate business generally; (xxii) a delayed or weak recovery in the housing market; (xxiii) the lengthy, uncertain and costly process associated with the ownership, entitlement and development of real estate, especially inFlorida , which also may be affected by changes in law, policy and political factors beyond Rayonier's,Rayonier Operating Partnership's and the Partnership's control; (xxiv) unexpected delays in the entry into or closing of real estate transactions; (xxv) changes in environmental laws and regulations that may restrict or adversely impact the ability to sell or develop properties; (xxvi) the timing of construction and availability of public infrastructure; (xxvii) and the availability of financing for real estate development and mortgage loans; (xxviii) the effect of the COVID-19 pandemic and related economic consequences, including the potential effects of such events on the market for timber products and general economic and political conditions (including debt and equity capital markets); (xxix) the potential impact of the announcement of the proposed transaction or consummation of the proposed transaction on relationships, including with employees and customers; (xxx) the unfavorable outcome of any legal proceedings that have been or may be instituted against Rayonier,Rayonier, L.P. , the Partnership, or their respective affiliates; (xxxi) the amount of the costs, fees, expenses and charges related to the proposed transaction and the actual terms of the financings that may be obtained in connection with the proposed transaction; and (xxxii) the risk that the stock price of Rayonier shares may change prior to the merger effective time. Readers should also review the risks generally applicable to the Partnership's business,
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included in the section entitled "Risk Factors" in the Partnership's Annual
Report on Form 10-K for the period ended
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