Item 2.01. Completion of Acquisition or Disposition of Assets.
On
Pursuant to the Merger Agreement, on
At the closing, each unit representing limited partnership interests of Pope outstanding immediately prior to the effective time of the LP Merger (other than those Units owned by Rayonier, ROC or certain of their controlled affiliates) were, at the election of their holders and subject to proration described below, converted into the right to receive:
• 3.929 shares of Rayonier common stock ("Rayonier Shares") (the "Stock Election Consideration"); • 3.929 units representing limited partnership interests of Opco ("Opco Units") (the "Opco Election Consideration"); and •$125.00 in cash (the "Cash Election Consideration").
Each of the Stock Election Consideration, Opco Election Consideration and the
Cash Election Consideration were 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, issued in the LP Merger equaled the amounts issued as if
every Unit converted into merger consideration received 3.929 Rayonier Shares,
3.929 Opco Units or
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In addition, at the closing, subject to certain exceptions, each unvested restricted Unit outstanding under Pope's equity compensation plans (the "Pope Equity Plans") was converted into restricted Rayonier Shares on substantially the same terms and conditions as were applicable to the restricted Units prior to the closing, with the number of Rayonier Shares subject to each such Pope award equal to the number of Units subject to the applicable Pope Restricted Unit award immediately prior to the closing multiplied by 3.929. At the closing, Rayonier also assumed certain obligations under the Pope Equity Plans, except that the number of units available for issuance under the Pope Equity Plans were adjusted to reflect Rayonier Shares based on the aforementioned exchange ratio.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby is not complete and is subject to and qualified in its
entirety by reference to the Merger Agreement, a copy of which was filed as
Exhibit 2.1 to Rayonier's Current Report on Form 8-K filed with the
Item 9.01. Financial Statements and Exhibits.
Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofJanuary 14, 2020 , by and among Rayonier Inc.,Rayonier Operating Company LLC ,Pacific GP Merger Sub I, LLC ,Pacific GP Merger Sub II, LLC ,Pacific LP Merger Sub III, LLC ,Pope Resources , aDelaware limited partnership,Pope MGP, Inc. andPope EGP, Inc. (incorporated by reference to Exhibit 2.1 to Rayonier's Current Report on Form 8-K, filedJanuary 15, 2020 ) 2.2 Amendment No. 1, dated as ofApril 1, 2020 , to the Agreement and Plan of Merger, by and among Rayonier Inc.,Rayonier, L.P. ,Rayonier Operating Company LLC ,Rayonier Operating Holdings LLC ,Pacific GP Merger Sub I, LLC ,Pacific GP Merger Sub II, LLC ,Pacific LP Merger Sub III, LLC ,Pope Resources , aDelaware limited partnership,Pope MGP, Inc. andPope EGP, Inc. (incorporated by reference to Exhibit 2.1 to Rayonier's Current Report on Form 8-K filedApril 2, 2020 ) -3-
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