Item 8.01 Other Events
On September 6, 2022, CatchMark Timber Trust, Inc. ("CatchMark") issued a press
release announcing the recommendations of the independent proxy advisory firms
Glass, Lewis & Co. and Institutional Shareholder Services Inc. with respect to
the proposed merger of CatchMark with PotlatchDeltic Corporation
("PotlatchDeltic"). A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by this reference.
Important Additional Information about the Proposed Transaction
This communication is being made in respect of the proposed merger transaction
involving PotlatchDeltic and CatchMark. This communication does not constitute
an offer to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such
jurisdiction. In connection with the proposed transaction, PotlatchDeltic filed
with the Securities and Exchange Commission ("SEC") a Registration Statement on
Form S-4 that was declared effective on August 10, 2022 that constitutes a
prospectus of PotlatchDeltic and a proxy statement of CatchMark. CatchMark filed
the proxy statement/prospectus with the SEC on August 10, 2022 and mailed it to
its stockholders commencing August 12, 2022. The proxy statement/prospectus
related to the proposed merger contains important information about
PotlatchDeltic, CatchMark, the proposed transaction and related matters.
Investors are urged to carefully read the proxy statement/prospectus and other
documents filed or to be filed with the SEC (or incorporated by reference into
the proxy statement/prospectus) in connection with the proposed
merger. Investors may obtain free copies of the proxy statement/prospectus and
other documents through the website maintained by the SEC at www.sec.gov. In
addition, investors are able to obtain free copies of the proxy
statement/prospectus and other documents filed with the SEC by the parties on
PotlatchDeltic's website at www.potlatchdeltic.com (which website is not
incorporated herein by reference), for documents filed with the SEC by
PotlatchDeltic, or on CatchMark's website at www.catchmark.com (which website is
not incorporated herein by reference), for documents filed with the SEC by
CatchMark.
Participants in the Solicitation
PotlatchDeltic and CatchMark and their respective directors and officers and
certain other members of management and employees may be deemed to be
participants in the solicitation of proxies from stockholders of CatchMark in
connection with the proposed merger transaction. Certain information about the
directors and executive officers of PotlatchDeltic is set forth in its Annual
Report on Form 10-K for the year ended December 31, 2021, which was filed with
the SEC on February 17, 2022, its proxy statement for its 2022 annual meeting of
stockholders, which was filed with the SEC on March 29, 2022, and the proxy
statement/prospectus filed with the SEC on August 10, 2022. Certain information
about the directors and executive officers of CatchMark is set forth in its
Annual Report on Form 10-K for the year ended December 31, 2021, which was filed
with the SEC on March 3, 2022, its proxy statement for its 2022 annual meeting
of stockholders, which was filed with the SEC on April 15, 2022, and the proxy
statement/prospectus filed with the SEC on August 10, 2022. You can obtain free
copies of these documents from PotlatchDeltic and CatchMark as described above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Exhibit Description
99.1 Press Release of CatchMark Timber Trust, Inc. dated September 6, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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