PotlatchDeltic Corporation (NasdaqGS:PCH) entered into a definitive agreement to acquire CatchMark Timber Trust, Inc. (NYSE:CTT) from a group of shareholders for approximately $630 million on May 29, 2022. Under the terms of the agreement, CatchMark stockholders will receive 0.23 common shares of PotlatchDeltic stock for each Class A common share of CatchMark that they own. This reflects a price per share of $12.88 for each common share of CatchMark. Following close of the transaction, PotlatchDeltic stockholders will own approximately 86% of the combined company, and CatchMark stockholders will own approximately 14% on a fully diluted basis. The combined company is expected to operate under the name PotlatchDeltic Corporation. Upon the closing of the transaction, CatchMark common stock will no longer be listed on any public market. The merger agreement provides that, in connection with the termination of the agreement under specified circumstances, CatchMark may be required to pay to PotlatchDeltic a termination fee of $19,384,231. However, the termination fee payable by the CatchMark to PotlatchDeltic will be $9,692,116 if the agreement is terminated before the end of the “Window Period End Time” by (i) CatchMark in order for CatchMark to accept a superior proposal from a “Qualified Bidder” or (ii) PotlatchDeltic because the CatchMark Board changed its recommendation that CatchMark's stockholders approve the company merger as the result of a superior proposal from a “Qualified Bidder.” The Board of Directors of the combined company will consist of nine Directors from PotlatchDeltic and one Director from CatchMark. The corporate headquarters will be maintained in Spokane, Washington. A regional office will be maintained in Atlanta, Georgia. Eric J. Cremers will continue to serve as President and Chief Executive Officer, and Mike Covey will also remain Chairperson of the combined entity.

The transaction is subject to approval by the holders of a majority of outstanding common stock stockholders of CatchMark; the Form S-4 to be filed by PotlatchDeltic in connection with common stock of PotlatchDeltic to be issued in the mergers being declared effective; the shares of common stock of PotlatchDeltic to be issued in the Mergers will have been approved for listing on Nasdaq; the receipt of certain legal opinions by PotlatchDeltic and CatchMark; PotlatchDeltic shall have received the written opinion of PotlatchDeltic counsel to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the company merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; the absence of any temporary restraining order, injunction or other legal order, and law being enacted, which would have the effect of making illegal or otherwise prohibiting the consummation of the mergers, and regulatory approvals. The agreement has been unanimously approved by the Board of Directors of both PotlatchDeltic and CatchMark. The CatchMark Board, after receiving advice from CatchMark's Compensation Committee, and after due and careful discussion and consideration, has unanimously recommended that the stockholders vote their shares to approve the Mergers. As of August 10, 2022, the Registration Statement on Form S-4 has been declared effective by the SEC. The shareholders meeting of CatchMark is scheduled on September 13, 2022. As of September 13, 2022, the transaction was approved by CatchMark's shareholders. The transaction is expected to close in the second half of 2022. As of July 29, 2022, the merger is expected to close in the third quarter of 2022. As of September 13, 2022, the transaction is expected to close on or about September 14, 2022. PotlatchDeltic expects the transaction will be accretive to Cash Available for Distribution (“CAD”) per share in the first full year, excluding costs to achieve synergies and assuming the full synergies run rate and is expected to result in significant cash flow accretion.

BofA Securities, Inc. is serving as exclusive financial advisor and fairness opinion provider while Andrew Bor, Eric DeJong and Lance Bass of Perkins Coie LLP are serving as legal advisors to PotlatchDeltic. Stephen Kotran of Sullivan & Cromwell LLP acted as counsel to BofA Securities, Inc. Peter Charles, Chad Gorsuch, Stephen Zimmerman, Kelly Kuester, Andrew Raddant, Eric Bippen, Cole Bader, Juan Bonifacino and Willem Enthoven of Stifel, Nicolaus & Company, Inc. is serving as exclusive financial advisor and fairness opinion provider while Spencer Johnson, Anthony Rothermel and John Anderson of King & Spalding LLP are serving as legal advisors to CatchMark. Skadden, Arps, Slate, Meagher & Flom LLP acted as tax legal counsel to PotlatchDeltic. Smith, Gambrell & Russell, LLP acted as legal counsel to the independent directors of CatchMark. Stifel and King & Spalding acted as due diligence providers to CatchMark. CatchMark has engaged D.F. King & Co. Inc. to assist in the solicitation of proxies for the CatchMark special meeting, and CatchMark estimates it will pay D.F. King a fee of approximately $17,500. CatchMark paid Stifel a fee of $1.25 million for providing the fairness opinion to the CatchMark Board. Stifel will receive a fee of approximately $7 million contingent upon the successful consummation of the merger.

PotlatchDeltic Corporation (NasdaqGS:PCH) completed the acquisition of CatchMark Timber Trust, Inc. (NYSE:CTT) from a group of shareholders on September 14, 2022. All closing conditions have been met. Following the close of the merger, the shares of CatchMark common stock will cease trading on, and will be delisted from, the NYSE. The Board of Directors of PotlatchDeltic was expanded from 9 to 10 members. James M. DeCosmo, a former member of the CatchMark board of directors, was appointed to the Audit Committee of the PotlatchDeltic Board pursuant to the merger agreement.