RAYONIER INC 8-K

What Happened

• Rayonier Inc. (following completion of its merger of equals with PotlatchDeltic on Jan 30, 2026) filed an 8‑K announcing a Second Amended and Restated Credit Agreement dated January 30, 2026 that governs senior unsecured credit facilities totaling $1,809.5 million. The agreement covers a $200.0 million revolving credit facility (matures Aug 15, 2030), $600.0 million of Continuing Rayonier term loans (maturities Apr 28, 2026–Jun 1, 2029) and $1,009.5 million of Continuing Potlatch term loans (maturities Sept 1, 2027–Aug 27, 2035). Lenders include CoBank, JPMorgan Chase, Truist, AgFirst and AgWest, among others.
• The filing also discloses that Douglas M. Long, Rayonier’s Executive Vice President and Chief Resource Officer, informed the company he will retire effective February 13, 2026.

Key Details

• Total facilities: $1,809.5 million — $200M revolver (with $50M swing line and $50M LC subfacility), $600M Rayonier term loans, $1,009.5M Potlatch term loans.
• Interest (weighted avg. as of Jan 30, 2026): 5.43% for Continuing Rayonier term loans; 5.74% for Continuing Potlatch term loans. Rates are based on SOFR or alternative benchmarks plus specified margins.
• Accordion and incremental options: borrowers may request up to an additional $200M on the revolver and incremental term loans subject to a Leverage Ratio cap of 52.5% (lenders not required to provide).
• Guarantees and covenants: each borrower guarantees the others’ obligations; additional Potlatch entities provide guarantees. The credit agreement includes leverage and interest-coverage covenants and customary affirmative/negative covenants (dividends, liens, asset dispositions, etc.).

Why It Matters

• This agreement establishes the company’s near- and long-term liquidity and debt profile after the merger, locking in a structured mix of revolving capacity and term maturities through 2035. Investors should note the sizable near‑term maturities in 2026–2029 and the leverage/interest-coverage covenants that could affect dividend capacity or capital actions.
• Interest costs (mid‑5% range as of Jan 30, 2026) and the ability to increase commitments (subject to leverage limits and lender consent) are material to cash-flow and financing flexibility. The announced retirement of a senior resource officer is a leadership change to monitor during the post‑merger integration period.