- \n
- \nRayonier is selling entities that hold its entire 77% New Zealand joint venture interest for a purchase price of $710 million, subject to net debt, working capital, and other adjustments\n<\/li>\n
- \nPurchase price implies enterprise value of $922 million for the New Zealand joint venture, which manages ~287,000 productive acres of timberlands as of 12\/31\/24\n<\/li>\n
- \nRayonier\u2019s exit from New Zealand will allow the company to concentrate its capital in core U.S. markets with favorable long-term growth prospects, while also simplifying and streamlining its portfolio, financial reporting, and shareholder value proposition\n<\/li>\n
- \nTRG is well-positioned to drive future growth and value creation in the New Zealand business given its expertise in managing global forestry assets as well as the long-term orientation of its capital base\n<\/li>\n
- \nRayonier expects the transaction to be modestly accretive to pro forma CAD* per share, while pro forma Net Debt* to pro forma Adjusted EBITDA* is expected to decrease to ~0.3x (before any return of capital to shareholders or other redeployment of proceeds)\n<\/li>\n<\/ul>\n
WILDLIGHT, Fla.–(BUSINESS WIRE<\/a>)–
\nRayonier Inc. (\u201cRayonier\u201d) (NYSE:RYN) and The Rohatyn Group (\u201cTRG\u201d), an investment firm specializing in emerging markets and real assets, today announced an agreement for Rayonier to sell the entities that hold its entire 77% interest in the New Zealand joint venture to a special purpose vehicle formed by Ents LP, an investment fund managed by TRG, for $710 million, subject to net debt, working capital, and other adjustments.\n<\/p>\n\nThis sale marks the conclusion of Rayonier\u2019s previously announced strategic review of its New Zealand business and will result in Rayonier becoming exclusively focused on its U.S. operations, while positioning the New Zealand business for continued growth under TRG\u2019s management. The transaction is expected to close in 2025, subject to the receipt of regulatory approvals and the satisfaction of other closing conditions.\n<\/p>\n
\nConsistent with Rayonier\u2019s large dispositions completed in 2023 and 2024, this transaction aligns with Rayonier\u2019s previously stated goal of enhancing shareholder value by capitalizing on the disconnect between public and private timberland values and reducing leverage amid a higher interest rate environment. Further, exiting New Zealand will concentrate Rayonier\u2019s capital in core U.S. markets with favorable long-term growth prospects, reduce Rayonier\u2019s exposure to log export markets, and simplify and streamline Rayonier\u2019s portfolio, financial reporting, and overall value proposition.\n<\/p>\n
\nIn addition, the transaction will position the New Zealand business to drive new growth as it benefits from TRG\u2019s extensive experience managing similar assets in New Zealand and globally. TRG has specific expertise and a capital base very well suited to large-scale forestry assets with a focus on long-term value creation, diversifying market opportunities, and maximizing investment returns.\n<\/p>\n
\nThe sale price of $710 million for Rayonier\u2019s 77% interest implies an enterprise value for the New Zealand joint venture of $922 million, representing multiples of ~18x three-year average (2022-24) EBITDA* and ~30x three-year average (2022-24) timber-only EBITDA (excluding EBITDA from carbon credit sales).* Proceeds from the transaction will be used by Rayonier to further reduce leverage, return capital to shareholders through special dividends and\/or share repurchases, reinvest in synergistic acquisitions, and\/or fund other capital allocation priorities. Rayonier expects that the transaction will be modestly accretive to pro forma CAD* per share, before factoring in the impact of any special dividends associated with the transaction. Rayonier further expects that pro forma Net Debt* to pro forma Adjusted EBITDA* will decrease to approximately 0.3x as a result of the transaction, before factoring in the impact of any special dividends or other use of proceeds. Assuming the transaction closes, Rayonier currently anticipates a special dividend for 2025 of $1.00 to $1.40 per share\u2014details of which will be announced later this year. Similar to the special dividend declared in December 2024, Rayonier expects that the 2025 special dividend will be paid in a combination of cash and shares.\n<\/p>\n
\n\u201cAfter completing a comprehensive review of strategic alternatives for our New Zealand business, we believe the decision to sell our joint venture interest is the best path forward to create value for our shareholders,\u201d said Mark McHugh, President and Chief Executive Officer of Rayonier. \u201cRayonier\u2019s presence in New Zealand dates back to 1988, and over time the value of our New Zealand business has appreciated considerably. The team in New Zealand has done an outstanding job in managing these highly productive assets with a long-term mindset, and this joint venture has contributed meaningfully to Rayonier\u2019s growth and success over time. Despite these positive attributes, the New Zealand business lacks meaningful synergies with our core U.S. operations, and we further believe that the value of the New Zealand joint venture is not fully appreciated in the public markets. Thus, after careful consideration, we believe now is the appropriate time to sell our interest and opportunistically redeploy capital. To this end, we are pleased to transfer the stewardship of this business to TRG, a well-regarded manager of forestry assets in the region.\u201d\n<\/p>\n
\n\u201cSince introducing our asset disposition and capital structure realignment plan in November 2023, we have now completed or announced pending dispositions totaling $1.45 billion\u2014significantly exceeding our original $1 billion target,\u201d added McHugh. \u201cThe success of this plan has allowed us to significantly reduce leverage, return capital to shareholders, and generate CAD and NAV per share accretion, while also leaving us better positioned to create long-term value for our shareholders going forward.\u201d\n<\/p>\n
\n\u201cTRG is delighted to acquire Rayonier\u2019s New Zealand business and looks forward to continuing a highly productive and successful operation over the long term,\u201d said Nick Rohatyn, Partner, Founder and Chief Executive Officer of TRG. \u201cLike Rayonier, TRG\u2019s team has a long history of involvement in the New Zealand forestry industry, and we are excited about adding their New Zealand assets to complement our global portfolio of high-quality timberland investments.\u201d\n<\/p>\n
\nTRG Partner and Head of Forestry & Agriculture, Mike Claridge, added, \u201cOur organization has been investing in the New Zealand forestry sector since 1998. We have long admired Rayonier\u2019s business here, and particularly the professionalism of the team and their suppliers, who are widely recognized as leaders in the New Zealand industry. We look forward to working closely with the team and building on their success to create a sustainable, long-term forestry enterprise.\u201d\n<\/p>\n
\nAdditional details regarding the sale of Rayonier\u2019s New Zealand joint venture interest can be found in a supplemental presentation posted to Rayonier\u2019s website.\n<\/p>\n
About Rayonier<\/b><\/p>\n
\nRayonier 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, 2024, Rayonier owned or leased under long-term agreements approximately 2.5 million acres of timberlands located in the U.S. South (1.75 million acres), U.S. Pacific Northwest (308,000 acres) and New Zealand (412,000 total acres \/ 287,000 productive acres). More information is available at www.rayonier.com<\/a>.\n<\/p>\n
About TRG<\/b><\/p>\n
\nFounded in 2002, TRG is an investment management firm specializing in emerging markets and real assets. Headquartered in New York, the firm is comprised of ~150 professionals based in 16 countries across North and South America, Europe, the Middle East, Africa, India, Southeast Asia, and Oceania.\n<\/p>\n
\nTRG Forestry & Agriculture (formerly the business of GMO Renewable Resources) is comprised of a seasoned team of land investment professionals and is dedicated to the acquisition and management of diversified portfolios of timberland and\/or farmland for the benefit of its clients. Employing a value-oriented approach, TRG seeks to invest in assets at prices reflecting biological yield potential. The team focuses on properties in lower-risk geographies where commercial forestry and agriculture are well-developed and good title, high-quality management, and adequate infrastructure are available.\n<\/p>\n
\nFor more information, please visit www.rohatyngroup.com<\/a>.\n<\/p>\n
Forward-Looking Statements<\/b> \u2013\n<\/p>\n
\nCertain statements in this press release regarding anticipated financial and other benefits of Rayonier\u2019s business strategies, including the proposed sale of the entities holding its interest in the New Zealand joint venture, the expected timing of completing such proposed sale, the anticipated use of proceeds from such proposed sale, and other similar statements relating to Rayonier\u2019s future events, developments or financial or operational performance or results, are \u201cforward-looking statements\u201d 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 \u201cmay,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201cexpect,\u201d \u201cestimate,\u201d \u201cbelieve,\u201d \u201cintend,\u201d \u201cproject,\u201d \u201canticipate\u201d 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.\n<\/p>\n
\nThe 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: Rayonier\u2019s ability to satisfy the conditions to the proposed sale of the entities holding its interest in the New Zealand joint venture on the expected timeline or at all, Rayonier\u2019s ability to realize the anticipated benefits from the proposed sale, the cyclical and competitive nature of the industries in which Rayonier operates; fluctuations in demand for, or supply of, Rayonier\u2019s forest products and real estate offerings, including any downturn in the housing market; entry of new competitors into Rayonier\u2019s markets; changes in global economic conditions and world events, including the war in Ukraine and heightened tensions in the Middle East; business disruptions arising from public health crises and outbreaks of communicable diseases; fluctuations in demand for Rayonier\u2019s products in Asia, and especially China; the uncertainties of potential impacts of climate-related initiatives; the cost and availability of third party logging, trucking and ocean freight services; the geographic concentration of a significant portion of Rayonier\u2019s timberland; Rayonier\u2019s ability to identify, finance and complete timberland acquisitions; changes in environmental laws and regulations regarding timber harvesting, delineation of wetlands, and endangered species, that may restrict or adversely impact Rayonier\u2019s ability to conduct its business, or increase the cost of doing so; adverse weather conditions, natural disasters and other catastrophic events such as hurricanes, wind storms and wildfires, which can adversely affect Rayonier\u2019s timberlands and the production, distribution and availability of its products; interest rate and currency movements; Rayonier\u2019s capacity to incur additional debt; changes in tariffs, taxes or treaties relating to the import and export of Rayonier\u2019s products or those of its customers and competitors; changes in key management and personnel; Rayonier\u2019s ability to meet all necessary legal requirements to continue to qualify as a real estate investment trust (\u201cREIT\u201d) and changes in tax laws that could adversely affect beneficial tax treatment; the cyclical nature of the real estate business generally; the lengthy, uncertain and costly process associated with the ownership, entitlement and development of real estate, especially in Florida and Washington, which also may be affected by changes in law, policy and political factors beyond Rayonier\u2019s control; unexpected delays in the entry into or closing of real estate transactions; changes in environmental laws and regulations that may restrict or adversely impact Rayonier\u2019s ability to sell or develop properties; the timing of construction and availability of public infrastructure; and the availability and cost of financing for real estate development and mortgage loans.\n<\/p>\n
\nFor additional factors that could impact future results, please see Item 1A – Risk Factors in Rayonier\u2019s most recent Annual Report on Form 10-K and similar discussion included in other reports that we subsequently file with the Securities and Exchange Commission (the \u201cSEC\u201d). Forward-looking statements are only as of the date they are made, and Rayonier undertakes no duty to update its forward-looking statements except as required by law. You are advised, however, to review any further disclosures Rayonier makes on related subjects in its subsequent reports filed with the SEC.\n<\/p>\n
*Non-GAAP Financial Measures<\/b> \u2013 To supplement Rayonier\u2019s financial statements presented in accordance with generally accepted accounting principles in the United States (\u201cGAAP\u201d), Rayonier has presented certain forward-looking non-GAAP measures, including \u201ccash available for distribution,\u201d \u201cpro forma operating income (loss),\u201d \u201cpro forma net income,\u201d \u201cAdjusted EBITDA,\u201d \u201cNet Debt\u201d and \u201cpro forma Net Debt to Adjusted EBITDA.\u201d These non-GAAP financial measures are derived by excluding certain amounts, expenses or income, from the corresponding financial measure determined in accordance with GAAP. The determination of the amounts that are excluded from these non-GAAP financial measures is a matter of management judgment and depends upon a number of factors in reliance on the exception provided by item 10(e)(1)(i)(B) of Regulation S-K. Rayonier is unable to present a quantitative reconciliation of forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measure because such information is not available, and management cannot reliably predict all of the necessary components of such GAAP measure without unreasonable effort or expense. In addition, Rayonier believes such reconciliation would imply a degree of precision that would be confusing or misleading to investors. These non-GAAP financial measures are preliminary estimates and are subject to risks and uncertainties. Any variation between Rayonier’s actual results and preliminary financial data set forth above may be material. Rayonier\u2019s definitions of these non-GAAP measures may differ from similarly titled measures used by others. These non-GAAP measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP.\n<\/p>\n
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View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20250310719302\/en\/<\/a><\/span><\/p>\n
\nInvestors\/Media: Collin Mings, investorrelations@rayonier.com<\/a>, 904-357-9100\n<\/p>\n
KEYWORDS:<\/b> Australia\/Oceania New Zealand United States North America Florida<\/p>\n
INDUSTRY KEYWORDS:<\/b> Other Natural Resources Forest Products Other Construction & Property Natural Resources Construction & Property REIT<\/p>\n
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