Board Approves Distribution of Rayonier Advanced Materials Stock
JACKSONVILLE, Fla.--(BUSINESS WIRE)--May 27, 2014--
Rayonier Inc. (NYSE:RYN) today announced that its Board of Directors has
approved the separation of its Performance Fibers business, which will
be known as Rayonier Advanced Materials, and declared a special dividend
distribution of all outstanding shares of Rayonier Advanced Materials
common stock to Rayonier’s shareholders.
“Today’s announcement is a major milestone in the completion of our
separation,” said Paul Boynton, Chairman, President and CEO. “Rayonier
and Rayonier Advanced Materials will soon be independent,
industry-leading publicly traded companies, each with its own
opportunities to maximize value for our shareholders.”
The Board of Directors approved a distribution of one share of Rayonier
Advanced Materials common stock for every three common shares of
Rayonier held by Rayonier shareholders. Cash will be paid in lieu of
fractional shares. The distribution will be effective on June 27, 2014
for shareholders of record as of the close of business on June 18, 2014.
After the distribution, Rayonier Advanced Materials will be an
independent, publicly-traded company and Rayonier will retain no
ownership interest in Rayonier Advanced Materials. Rayonier Advanced
Materials common stock is expected to begin regular trading on or about
June 30, 2014 on the New York Stock Exchange (NYSE) under the ticker
symbol RYAM. Rayonier will continue to trade on the NYSE under the
ticker symbol RYN.
Distribution of the stock dividend is subject to the U.S. Securities and
Exchange Commission (SEC) having declared effective Rayonier Advanced
Materials’ Registration Statement on Form 10, as amended, which Rayonier
Advanced Materials has filed with the SEC. The special dividend
distribution is subject to the conditions set forth in the Separation
and Distribution Agreement between Rayonier and Rayonier Advanced
Materials, which has been filed as an exhibit to Rayonier Advanced
Materials’ Registration Statement on Form 10.
The distribution is also contingent upon receipt of a private letter
ruling from the IRS confirming that the distribution of shares to U.S.
shareholders will be tax-free. However, cash paid in lieu of fractional
shares may be subject to federal income tax.
No action is required by Rayonier shareholders to receive shares of
Rayonier Advanced Materials common stock in the distribution. Rayonier
intends to distribute an information statement to all shareholders
entitled to receive the distribution of shares of Rayonier Advanced
Materials common stock in June 2014. The information statement is an
exhibit to Rayonier Advanced Materials’ Registration Statement on Form
10, which describes Rayonier Advanced Materials and the risks associated
with owning Rayonier Advanced Materials common stock, as well as other
details regarding the separation.
After the separation, Rayonier will own and operate the company’s
existing Forest Resources and Real Estate businesses. Rayonier will be a
geographically diverse forest resources company with 2.6 million acres
of high-quality timberlands, including approximately 200,000 acres well
situated for real estate development along coastal Florida and Georgia.
The company will maintain its status as a tax-efficient Real Estate
Investment Trust. The company intends to maintain its strong balance
sheet and pay a competitive dividend to its shareholders and expects to
retain an investment-grade credit profile.
Rayonier Advanced Materials will be the world’s leading producer of
high-value specialty cellulose fibers, with proprietary cellulose
chemistry expertise and manufacturing process knowledge developed over
85 years. The company’s primary production facilities in Florida and
Georgia manufacture a wide range of customized high purity products,
using both hardwood and softwood. The company is expected to continue to
generate strong cash flows and to pay a dividend competitive with its
peer group. Rayonier Advanced Materials has secured a BB+/Ba2 grade
Certain statements in this document regarding anticipated financial,
legal or other outcomes including business and market conditions,
outlook and other similar statements relating to Rayonier's and Rayonier
Advanced Materials’ future events, developments or financial or
operational performance or results, are "forward-looking statements"
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
"may," "will," "should," "expect," "estimate," "believe," "intend,”
"anticipate" 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.
Although Rayonier believes that the expectations reflected in any
forward-looking statements are based on reasonable assumptions, it can
give no assurance that these expectations will be attained and it is
possible that actual results may differ materially from those indicated
by these forward-looking statements due to a variety of risks and
uncertainties. Such risks and uncertainties include, but are not limited
to: uncertainties as to the timing of the spin-off and whether it will
be completed, the possibility that various closing conditions for the
spin-off may not be satisfied or waived, the expected tax treatment of
the spin-off, the impact of the spin-off on the businesses of Rayonier
and Rayonier Advanced Materials, the ability of both companies to meet
debt service requirements, the availability and terms of financing and
expectations of credit rating. Other important factors are described in
Rayonier’s most recent Form 10-K and 10-Q reports on file with the U.S.
Securities and Exchange Commission and in Rayonier Advanced Materials’
Form 10 that could cause actual results or events to differ materially
from those expressed in forward-looking statements that may have been
made in this document. Neither Rayonier nor Rayonier Advanced Materials
assumes any obligation to update these statements except as is required
Rayonier is a leading international forest products company with
three core businesses: Forest Resources, Real Estate and Performance
Fibers. The company owns, leases or manages 2.6 million acres of timber
and land in the United States and New Zealand. The company's holdings
include approximately 200,000 acres with residential and commercial
development potential along the Interstate 95 corridor between Savannah,
Ga., and Daytona Beach, Fla. Its Performance Fibers business is one of
the world's leading producers of high-value specialty cellulose fibers,
which are used in products such as filters, pharmaceuticals and LCD
screens. Approximately 50 percent of the company's sales are outside the
U.S. to customers in approximately 20 countries. Rayonier is structured
as a real estate investment trust. More information is available at www.rayonier.com.
Source: Rayonier Inc.
Ed Kiker, 904-357-9186