Rayonier Prices $450 Million of 2.750% Senior Notes Due 2031
12 Maio 2021 - 6:16PM
Business Wire
Rayonier Inc. (NYSE:RYN) (“Rayonier,” the “Company,” “we” and
“our”) today announced that its operating partnership, Rayonier,
L.P. (the “Operating Partnership”), has priced an underwritten
public offering of $450 million aggregate principal amount of
senior notes due 2031 (the “Notes”). The Notes will bear interest
at a rate of 2.750% per year, will be issued at a price equal to
99.195% of their face value, and mature on May 17, 2031. The Notes
will be fully and unconditionally guaranteed by the Company,
Rayonier Operating Company LLC and Rayonier TRS Holdings Inc. The
Operating Partnership will pay interest on the Notes semi-annually
on May 17 and November 17 of each year, beginning on November 17,
2021. The offering is expected to close on May 17, 2021, subject to
the satisfaction of customary closing conditions.
The Operating Partnership intends to use the net proceeds from
this offering to repay the $250 million outstanding under Rayonier
Operating Company LLC’s 2020 incremental term loan facility, and
the remainder for general corporate purposes, which may also
include repayment of the Operating Partnership’s 3.750% senior
notes due 2022 at or prior to maturity.
For the offering, J.P. Morgan Securities LLC and Credit Suisse
Securities (USA) LLC are serving as Active Book-Running Managers,
Truist Securities, Inc. is serving as Passive Book-Running Manager,
Raymond James & Associates, Inc. is serving as Lead Manager and
Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and
Morgan Stanley & Co. LLC are serving as Co-Managers.
The offering is being made pursuant to an effective shelf
registration statement and only by means of a prospectus supplement
and accompanying prospectus. A preliminary prospectus supplement
dated May 12, 2021 has been filed, and an issuer free writing
prospectus and a final prospectus supplement relating to the
offering of the Notes will be filed with the Securities and
Exchange Commission (“SEC”). Prospective investors should read the
issuer free writing prospectus, preliminary prospectus supplement
and the accompanying prospectus included in the registration
statement and other documents the Company has filed with the SEC
for more complete information about the Company, the Operating
Partnership and this offering. These documents are available at no
charge by visiting EDGAR at http://www.sec.gov. Alternatively, the
prospectus supplement and accompanying prospectus may be obtained
by contacting J.P. Morgan Securities LLC – Mail: J.P. Morgan
Securities LLC, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717, United States; Attention:
Prospectus Department; Phone: 1-866-803-9204; or Credit Suisse
Securities (USA) LLC – Mail: Credit Suisse Prospectus Department,
6933 Louis Stephens Drive, Morrisville, North Carolina 27560,
United States; Phone: 1-800-221-1037; Email:
usa.prospectus@credit-suisse.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Rayonier
Rayonier is a leading timberland real estate investment trust
with assets located in some of the most productive softwood timber
growing regions in the United States and New Zealand. As of March
31, 2021, Rayonier owned or leased under long-term agreements
approximately 2.7 million acres of timberlands located in the U.S.
South (1.75 million acres), U.S. Pacific Northwest (507,000 acres)
and New Zealand (417,000 acres). The Company also acts as the
managing member in a private equity timber fund business with three
funds comprising approximately 141,000 acres. On a “look-through
basis”, the Company’s ownership in the timber fund business equates
to approximately 17,000 acres.
Forward-Looking Statements
Certain statements in this press release regarding our ability
to complete this offering, the expected gross proceeds and intended
uses of those proceeds, the expected timing of the closing of the
offering and other similar statements relating to Rayonier’s future
events, developments or financial or operational performance or
results, are “forward-looking statements” made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995 and other federal securities laws. These forward-looking
statements are identified by the use of words such as “may,”
“will,” “should,” “expect,” “estimate,” “believe,” “intend,”
“project,” “anticipate” and other similar language. However, the
absence of these or similar words or expressions does not mean that
a statement is not forward-looking. While management believes that
these forward-looking statements are reasonable when made,
forward-looking statements are not guarantees of future performance
or events and undue reliance should not be placed on these
statements.
The forward-looking statements also involve significant
business, economic, regulatory and competitive uncertainties, many
of which are outside of our control. In addition, the following
important factors, among others, could cause actual results or
events to differ materially from those expressed in forward-looking
statements that may have been made in this document:
- our ability to complete the offering on the expected timeline
or at all;
- the cyclical and competitive nature of the industries in which
we operate;
- fluctuations in demand for, or supply of, our forest products
and real estate offerings, including any downturn in the housing
market;
- entry of new competitors into our markets;
- changes in global economic conditions and world events,
business disruptions arising from public health crises and
outbreaks of communicable diseases, including the current outbreak
of the virus known as the novel coronavirus;
- fluctuations in demand for our products in Asia, and especially
China;
- the uncertainties of potential impacts of climate-related
initiatives;
- the cost and availability of third party logging and trucking
services;
- the geographic concentration of a significant portion of our
timberland;
- our ability to identify, finance and complete timberland
acquisitions;
- changes in environmental laws and regulations regarding timber
harvesting, delineation of wetlands, endangered species and
development of real estate generally, that may restrict or
adversely impact our ability to conduct our business, or increase
the cost of doing so;
- adverse weather conditions, natural disasters and other
catastrophic events such as hurricanes, windstorms and
wildfires;
- the lengthy, uncertain and costly process associated with the
ownership, entitlement and development of real estate, especially
in Florida and Washington, including changes in law, policy and
political factors beyond our control; the availability of financing
for real estate development and mortgage loans;
- changes in tariffs, taxes or treaties relating to the import
and export of our products or those of our competitors;
- changes in key management and personnel; and
- Rayonier’s ability to meet all necessary legal requirements to
continue to qualify as a real estate investment trust for U.S.
federal income tax purposes and changes in tax laws that could
adversely affect beneficial tax treatment.
For additional factors that could impact future results, please
see Item 1A - Risk Factors in the combined Annual Report of
Rayonier and the Operating Partnership on Form 10-K for the fiscal
year ended December 31, 2020 and similar discussion included in
other reports that we subsequently file with the SEC.
Forward-looking statements are only as of the date they are made,
and we undertake no duty to update any forward-looking statements
except as required by law. You are advised, however, to review any
further disclosures we make on related subjects in our subsequent
reports filed with the SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20210512006031/en/
Investors / Media Collin Mings, 904-357-9100
investorrelations@rayonier.com
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