Item 8.01 OTHER EVENTS
OnApril 6, 2020 ,Pope Resources, A Delaware Limited Partnership ("Pope") commenced mailing to its unitholders a definitive proxy statement/prospectus (the "definitive proxy statement") in respect of its previously announced pending business combination transaction with Rayonier Inc. ("Rayonier") pursuant to the Agreement and Plan of Merger, dated as ofJanuary 14, 2020 , as amended by Amendment No. 1, dated as ofApril 1, 2020 (as amended and as may be further amended from time to time, the "merger agreement"), by and among Rayonier,Rayonier Operating Company LLC ,Rayonier, L.P. ("Opco"),Rayonier Operating Company Holdings, LLC ,Pacific GP Merger Sub I, LLC ,Pacific GP Merger Sub II, LLC ,Pacific LP Merger Sub III, LLC ("Merger Sub 3"), Pope,Pope MGP, Inc. andPope EGP, Inc. Pursuant to the merger agreement, Merger Sub 3 will merge with and into Pope, with Pope surviving as an indirect wholly owned subsidiary of Opco (such transaction, the "merger"). Also onApril 6, 2020 , Pope and Rayonier commenced mailing to the unitholders of Pope election forms and letters of transmittal (and instructions thereto) in connection with the proposed merger. In accordance with the merger agreement, each Pope unit outstanding immediately prior to the effective time of the merger will be converted into, at the option of its holder and subject to proration described in the merger agreement, (i) 3.929 shares of common stock, no par value, of Rayonier ("Rayonier shares") (such election, the "stock election"), (ii) 3.929 units of Opco ("Opco units") (such election, the "Opco election") or (iii)$125.00 in cash, subject to applicable withholding tax and without interest (such election, the "cash election" and each of the cash election, the stock election and the Opco election, an "election"). Elections are subject to proration to ensure that the aggregate amount of Rayonier shares and Opco units, on the one hand, and cash, on the other hand, that will be issued in the merger will equal the amounts issued as if every Pope unit converted into merger consideration received 2.751 Rayonier shares or Opco units and$37.50 in cash. In addition, Pope unitholders that make the cash election will have the right to elect, in the event that the cash election is oversubscribed and is therefore subject to proration, whether each Pope unit for which they have made a cash election is prorated into (i) a combination of cash and Rayonier shares or (ii) a combination of cash and Opco units. The election form provides that unitholders may make the elections described above with respect to each of their units, which elections and the merger generally are more further described in the definitive proxy statement. If a valid election with respect to a Pope unit is not received by Rayonier's exchange agent by the election deadline of5:00 p.m., Eastern Time , onMay 5, 2020 , unitholders will be deemed to have made the stock election with respect to their units. Accordingly, unitholders should submit their election materials as soon as possible. Copies of the form of the election form and instructions are attached hereto as Exhibits 99.1 and 99.2, respectively. The summary information set forth in this Item 8.01 is not complete and is subject in its entirety to the complete text of the election form and the instructions, which are incorporated herein by reference. Additional Information and Where to Find It OnApril 6, 2020 , Pope filed with theSecurities and Exchange Commission ("SEC") a definitive proxy statement/prospectus and other documents relating to a special meeting of the unitholders seeking approval of the merger agreement, the merger and the other transactions contemplated by the merger agreement. Investors are urged to read the proxy statement/prospectus, including any amendments and supplements thereto, because they contain important information. Unitholders may obtain free copies of the proxy statement/prospectus and, when available, any other documents filed with theSEC in connection with the proposed merger, at theSEC's website at www.sec.gov. The proxy statement/prospectus and other documents relating to the merger may also be obtained free of charge by visiting Pope's website at http://www.poperesources.com and going to the Investors tab. Information provided on Pope's website is not incorporated into this report or any other filing by Pope with theSEC . This communication is not a solicitation of a proxy from any security holder of Pope. However, Pope, Rayonier and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Pope's unitholders in connection with the proposed transaction. Information about Pope's directors and executive officers and their beneficial ownership of Pope's securities may be found in its Annual Report on Form 10-K for the period endedDecember 31, 2019 , filed with theSEC onFebruary 28, 2020 . This document and other documents relating to Pope and the proposed merger can be obtained free of charge from theSEC website at www.sec.gov, or on Pope's website at www.poperesources.com under the "Investor Relations" tab. Information provided on Pope's website is not incorporated into this report or any other filing by Pope with theSEC . --------------------------------------------------------------------------------
Cautionary Note Regarding Forward-Looking Statements
The proposed merger and the related transactions are subject to various risks
and uncertainties. These risks and uncertainties include, among others: (i) the
ability of the parties to successfully complete the proposed acquisition on
anticipated terms and timing, including obtaining required unitholder and
regulatory approvals, anticipated tax treatment, unforeseen liabilities, future
capital expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, losses, future prospects,
business and management strategies for the management, expansion and growth of
the new combined company's operations and other conditions to the completion of
the acquisition; (ii) risks relating to the integration of Pope's operations and
employees into Rayonier and the possibility that the anticipated synergies and
other benefits of the proposed acquisition will not be realized or will not be
realized within the expected timeframe; (iii) the outcome of any legal
proceedings related to the proposed mergers; (iv) access to available financing,
including for the refinancing of Pope's and Rayonier's debt on a timely basis
and reasonable terms; (v) the loss of key senior management or other associates;
(vi) the cyclical and competitive nature of the industries in which the parties
operate; (vii) fluctuations in demand for, or supply of, Rayonier's, Opco's and
Pope's forest products and real estate offerings; (viii) entry of new
competitors into Rayonier's, Opco's and Pope's markets; changes in global
economic conditions and world events; fluctuations in demand for Rayonier's,
Opco's and Pope's products in
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Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description 99.1 Election Form and Letter of Transmittal
99.2 Election Form Instructions
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