Title of each class
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Trading Symbol
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Exchange
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COMMON STOCK, $0.00 PAR VALUE
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RYN
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New York Stock Exchange
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☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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☐
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ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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•
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an increase the aggregate commitments under the Revolving Credit Facility from $200 million to $250 million, and an extension of the maturity date thereunder from August 5, 2020 to April 1, 2025;
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•
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an extension of the maturity date of the Initial Term Loan Facility from August 5, 2024 to April 1, 2028;
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•
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modifications to allow for the transactions related to the previously announced acquisition of Pope Resources (the “Pope Acquisition”);
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•
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modifications to include customary new provisions relating to the replacement of LIBOR as the benchmark for the Eurodollar Rate; and
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•
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modifications to adjust the pricing grid to increase the applicable margin for the Revolving Credit Facility by 25 basis points, decrease the applicable margin for every level of the pricing grid (other than the lowest leverage level) for the Initial Term Loan Facility by 2.5 basis points and increase the leverage ratio breakpoint between the second and third pricing levels from 50% to 52.5%.
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ITEM 2.03
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CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit Number
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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RAYONIER INC. (Registrant)
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BY:
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/s/ MARK R. BRIDWELL
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Mark R. Bridwell
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Vice President, General Counsel and Corporate Secretary
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