Filed Pursuant to Rule No. 424(b)(5)
Registration No. 333-268176
PROSPECTUS SUPPLEMENT
(To Prospectus dated
November 4, 2022)
Up to $300,000,000 of
Common Shares
We have
entered into a distribution agreement (the Distribution Agreement), dated as of November 4, 2022, with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC
and Raymond James & Associates, Inc. (collectively, the Agents) relating to the sale, from time to time, of our common shares, no par value (common shares), offered by this prospectus supplement. In accordance with
the terms of the Distribution Agreement, we may offer and sell up to $300,000,000 aggregate gross sales price of our common shares from time to time through the Agents, as our sales agents. In connection with entering into the Distribution
Agreement, we terminated the distribution agreement we entered into with certain of the same parties in connection with a prior at the market offering program established in September 2020.
Offers and sales, if any, of our common shares offered by this prospectus supplement and the accompanying prospectus may be made by means of
ordinary brokers transactions on or through the New York Stock Exchange (NYSE) or any other existing trading market for our common shares in the United States or to or through a market maker, or otherwise at market prices
prevailing at the time of sale, in negotiated transactions, or any method that is deemed to be an at the market offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the Securities Act),
and as otherwise agreed with the applicable Agent, including in block transactions or any other method permitted by law.
We will pay
the Agents an aggregate fee no greater than 2% of the gross sales price per share for any shares sold through them acting as our sales agents. We have also agreed to reimburse the Agents for certain fees and expenses. Please see Plan of
Distribution for additional information. We have also agreed to provide indemnification and contribution to the Agents against certain civil liabilities, including liabilities under the Securities Act. The offering of our common shares
pursuant to the Distribution Agreement will terminate upon the earlier of (i) the sale of the maximum aggregate amount of our common shares subject to the Distribution Agreement or (ii) the termination of the Distribution Agreement by us
or the Agents pursuant to its terms.
The net proceeds from any sales under this prospectus supplement will be used as described
under Use of Proceeds in this prospectus supplement. The Agents are not required to sell any specific number or dollar amount of securities, but will act as a sales agents using commercially reasonable efforts consistent with its normal
trading and sales practices on mutually agreed terms between the Agents and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
Under the terms of the Distribution Agreement, we also may sell our common shares to each of the Agents, as principal for its own account, at
a price per share to be agreed upon at the time of sale. If we sell our common shares to any Agent acting as principal, we will enter into a separate terms agreement with that Agent setting forth the terms of such transaction and we will describe
the terms agreement in a separate prospectus supplement or pricing supplement.
Our outstanding common shares are listed on the New
York Stock Exchange, or the NYSE, under the symbol RYN. On November 3, 2022, the reported closing price of our common shares on the NYSE was $31.61 per share.
In order to maintain our qualification as a real estate investment trust (REIT) for U.S. federal income tax purposes, we must
abide by certain provisions in the Internal Revenue Code of 1986, as amended (the Code), including rules restricting the concentration of ownership of our shares. For more information, please see Material U.S. Federal Income Tax
ConsequencesTaxation of RayonierOrganizational and Ownership Requirements in the accompanying prospectus.
Investing in our common shares involves a high degree of risk, and you should read this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference herein before you make your investment decision. You should carefully read and consider each of the factors described under Risk Factors on page S-6 of this prospectus supplement and the section titled Item 1A. Risk Factors in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as additional information and risks that we disclose in reports that we have filed since such time or which we subsequently file, in each case, with the Securities and Exchange Commission (the
SEC) prior to the completion of this offering that are deemed to be incorporated by reference in this prospectus supplement and the accompanying prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement is truthful or complete. Any representation to the contrary is a criminal offense.
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Citigroup |
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Goldman Sachs & Co. LLC |
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J.P. Morgan |
Morgan Stanley |
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Raymond James |
The date of this prospectus supplement is November 4, 2022