Rayonier Announces Acquisitions in U.S. South Coastal Atlantic Markets
16 Março 2017 - 5:11PM
Business Wire
Rayonier Inc. (NYSE:RYN) today announced that the company has
entered into three transactions with separate sellers to acquire
approximately 95,100 acres of high-quality industrial timberlands
located in Florida, Georgia and South Carolina for an aggregate
purchase price of approximately $217 million, or $2,280 per acre
(the “Acquisitions”). The Acquisitions are comprised of highly
productive timberlands located in some of the strongest timber
markets in the U.S. South, primarily along the I-95 coastal
corridor near Savannah, GA.
Key attributes of the Acquisitions include the following:
- Strong timber markets – located in the
top three U.S. South timber markets based on average composite
stumpage price by region (1)
- Diverse customer base – very
competitive wood market with multiple pulpwood, grade and export
customers
- Highly productive timberlands – 78’
site index; 73% plantable; sustainable yield* of approximately
450,000 tons (or 4.7 tons per acre per year on the acquired
lands)
- Well-stocked timber inventory – 4.3
million tons of merchantable timber inventory* (or 45 tons per
acre); average plantation age of 14 years
- Complementary to existing Rayonier
landholdings – increases Rayonier’s ownership in U.S. South Coastal
Atlantic markets by approximately 15%
- Primarily fee simple ownership – 89%
fee simple ownership and 11% leased lands
- Accretive to cash flow – targeting an
annual increase in Adjusted EBITDA** and Cash Available for
Distribution (CAD)** of approximately $13 million and $10 million,
respectively, over the medium-term
Rayonier expects to finance the Acquisitions with cash on hand
and the proceeds of a follow-on offering of Rayonier common shares,
which the company also announced today. “The Acquisitions announced
today are representative of Rayonier’s commitment to disciplined
capital allocation and active portfolio management,” said David
Nunes, President and CEO. “These Acquisitions are comprised of
highly productive properties that meaningfully bolster Rayonier’s
footprint in our strongest U.S. South markets. We expect these
Acquisitions to generate a strong cash yield from timber harvest
operations, which will thereby improve our overall cash flow
profile, increase the percentage of our Adjusted EBITDA generated
from timber segments, and enhance our ‘pure-play’ timber REIT
focus,” concluded Nunes.
(1) Based on Timber Mart-South weighted average composite
stumpage price by region assuming product mix of 50% pulpwood, 30%
chip-n-saw and 20% sawtimber.* References to “merchantable timber
inventory” and “sustainable yield” are as defined in our most
recent Annual Report on Form 10-K.** “Adjusted EBITDA” and “Cash
Available for Distribution” (or “CAD”) are non-GAAP financial
measures. See “Non-GAAP Financial Measures” below. These targets
are based on assumptions and are subject to significant
uncertainties, many of which are outside of the company’s control.
While management believes these targets and the underlying
assumptions are reasonable, they are not guarantees of future
performance. Actual results will vary, and those variations may be
material. Please consult the Forward-Looking Statements discussion
below for some of the factors that may cause variations. Nothing
herein is a representation by any person that these targets will be
achieved, and the company undertakes no duty to update its
targets.
About RayonierRayonier 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 December 31, 2016, Rayonier owned, leased or
managed approximately 2.7 million acres of timberlands located in
the U.S. South (1.85 million acres), U.S. Pacific Northwest
(378,000 acres) and New Zealand (433,000 acres). More information
is available at www.rayonier.com.
Non-GAAP Financial MeasuresWe include in this press
release certain financial measures, including Adjusted EBITDA and
CAD, which are not defined by generally accepted accounting
principles in the United States (“GAAP”) and should not be
considered as alternatives to net income, cash provided by
operating activities, or any other financial performance measure
derived in accordance with GAAP. Adjusted EBITDA is defined as
earnings before interest, taxes, depreciation, depletion,
amortization, the non-cash cost of land and real estate sold, costs
related to shareholder litigation, gain on foreign currency
derivatives, costs related to the spin-off of the Performance
Fibers business, internal review and restatement costs, large
dispositions and discontinued operations. We define CAD as cash
provided by operating activities adjusted for capital spending
(excluding timberland acquisitions), large dispositions, cash
provided by discontinued operations and working capital and other
balance sheet changes. In compliance with Securities and Exchange
Commission (“SEC”) requirements for non-GAAP measures, we reduce
CAD by mandatory debt repayments which results in the measure
entitled “Adjusted CAD.” We have not provided a reconciliation of
these forward-looking non-GAAP financial measures to the most
comparable GAAP measures because Adjusted EBITDA and CAD exclude
the impact of certain items described above and management cannot
estimate the impact these items will have on Adjusted EBITDA or CAD
on a forward-looking basis without unreasonable effort. We believe
that the probable significance of providing these forward-looking
non-GAAP financial measures without a reconciliation to net income
and cash provided by operating activities, as applicable, is that
investors and analysts will have certain information that we
believe is useful and meaningful regarding the Acquisitions, but
will not have that information on a GAAP basis. As a result,
investors and analysts may be unable to accurately compare the
expected impact of the Acquisitions to our historical results or
the results or expected results of other companies who may have
treated such matters differently. Management believes that, given
the inherent uncertainty of forward-looking statements, investors
and analysts will be able to understand and appropriately take into
account the limitations in the information we have provided.
Investors are cautioned that we cannot predict the occurrence,
timing or amount of all non-GAAP items that we exclude from
Adjusted EBITDA or CAD. Accordingly, the actual effect of these
items, when determined, could potentially be significant to the
calculation of Adjusted EBITDA or CAD over the medium-term.
Forward-Looking StatementsThis press release contains
forward-looking statements, as defined by the Private Securities
Litigation Reform Act of 1995 and other federal securities laws,
related to, among other things, targets for incremental adjusted
EBITDA and CAD resulting from the Acquisitions, the expected timing
of the Acquisitions, the expected benefits of the Acquisitions, the
expected sources of funding for the Acquisitions and the company’s
inventories and sustainable yield, which involve, among other
things, uncertainties inherent in business, inventory estimation
and harvest scheduling. These forward-looking statements are
identified by the use of words such as “may,” “will,” “should,”
“expect,” “estimate,” “believe,” “intend,” “project,” “anticipate,”
“target” 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. These statements are based on beliefs and assumptions
of management, which in turn are based on currently available
information. In particular, targets for incremental Adjusted EBITDA
and CAD from the Acquisitions are based on a range of assumptions,
including the price realized and cost associated with harvesting
acquired timber, the harvest yield of each timberland acquired and
estimates of merchantable timber inventories, growth rates and
end-product yields. These assumptions could prove
inaccurate.
The reader is cautioned not to rely on these forward-looking
statements. If underlying assumptions prove inaccurate or known or
unknown risks or uncertainties materialize, actual results could be
vary materially from the expectations and projections of Rayonier.
Risks and uncertainties include when and whether the required
regulatory approvals in connection with the Acquisitions will be
obtained, when and whether the closing conditions related to the
Acquisitions will be satisfied, when and whether the Acquisitions
will close and the risks associated with such types of acquisitions
generally, anticipated financial outcomes, significant business,
economic, regulatory and competitive uncertainties, market
conditions, outlook, expected dividend rate and the implementation
of the company’s business strategies and other similar outcomes
relating to the company’s future events, developments or financial
or operational performance or results. For additional factors that
could impact future results, please see Item 1A — Risk Factors in
the company’s most recent Annual Report on Form 10-K and similar
discussions included in other reports that we subsequently file
with the SEC. Forward-looking statements are only as of the date
they are made, and the Company undertakes no duty to update its
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: http://www.businesswire.com/news/home/20170316006288/en/
RayonierInvestors:Mark McHugh, 904-357-3757orMedia:Roseann
Wentworth, 904-357-9185roseann.wentworth@rayonier.com
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