Rayonier Inc. (RYN) Board Approves Separation of Performance Fibers Business
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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 credit rating.
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